The following discussions should be read in conjunction with the Notes contained herein and Management's Discussion and Analysis of Financial Condition and Results of Operations appearing in our 2021 Form 10-K.


                               Executive Summary

Black Hills Corporation (together with its subsidiaries, referred to herein as
the "Company," "we," "us" or "our") is a customer-focused energy solutions
provider that invests in its communities' safety, sustainability and growth with
a mission of Improving Life with Energy and a vision to be the Energy Partner of
Choice. The Company's core mission- and our primary focus - is to provide safe,
reliable and cost-effective electric and natural gas service to 1.3 million
utility customers in over 800 communities in eight states, including Arkansas,
Colorado, Iowa, Kansas, Montana, Nebraska, South Dakota and Wyoming.


                              Recent Developments

Winter Storm Uri

In February 2021, Winter Storm Uri caused a substantial increase in heating and
energy demand and contributed to unforeseeable and unprecedented market prices
for natural gas and electricity. As a result, we incurred significant
incremental fuel, purchased power and natural gas costs.

In 2021, our Utilities submitted cost recovery applications with the utility
commissions in our state jurisdictions to recover incremental costs associated
with Winter Storm Uri. We have received final commission approval for all of our
Winter Storm Uri cost recovery applications, which will allow full recovery of
our incremental fuel, purchased power and natural gas costs. See   Note 2   of
the Notes to Condensed Consolidated Financial Statements for further
information.

Macroeconomic Trends



We are monitoring macroeconomic trends including inflationary pressures on the
prices of commodities, materials, outside services and employee costs; supply
chain constraints; rising interest rates and a competitive and tight labor
market. To date, we have experienced moderate net impacts from these trends.

Higher commodity energy costs continue to have an effect on customer bills. Our
utilities have regulatory mechanisms that allow them to pass prudently incurred
costs of energy through to the customer, which mitigates our exposure. Customer
billing rates are adjusted periodically to reflect changes in our cost of
energy. As a result of increased customer billings, we incurred higher bad debt
expense.

                                       33

--------------------------------------------------------------------------------
  Table of Contents
We are proactively managing increased costs of materials and supply chain
disruptions to achieve our forecasted capital investment targets. We have
contracted a significant majority of the materials needed to complete our 2022
capital program. We have also evaluated each of our forecasted projects and will
prioritize depending on future constraints. Project delays may occur if costs
rise significantly or if materials are not available.

Inflationary pressures and supply chain constraints have increased our operating
expenses, which included higher outside services expenses (i.e. consulting and
contractor rates), materials expenses and vehicle expenses driven by higher fuel
prices.

Rising interest rates have increased interest expense on our variable rate
borrowings, which include our Revolving Credit Facility and CP Program. However,
the increased interest expense was limited since 89% of our debt at September
30, 2022 is fixed rate debt. Rising discount rates and recent capital markets
volatility had a limited impact to our unfunded status of the BHC Pension Plan
from the prior year.

We are faced with increased competition for employee and contractor talent in
the current labor market. To date, we have seen lower total employee costs due
to workforce attrition partially offset by increased employee and contractor
costs related to attraction and retention of talent.

More detailed discussion of the future uncertainties can be found in "Risk Factors" section in Part I, Item 1A of our 2021 Annual Report on Form 10-K.

Sustainability Goals Updated



On August 31, 2022, we published our 2021 Sustainability Report highlighting our
environmental, social and governance achievements and strategies to further
decarbonize our Utilities' systems. The report highlights our progress toward
reducing greenhouse gas emissions intensity by one-third off a 2005 baseline. In
addition, we announced a new Net Zero by 2035 target for our Gas Utilities,
which doubles the previous target of a 50% reduction by 2035. Net Zero will be
achieved through pipeline material and main replacements, advanced leak
detection, third-party damage reduction, expanding the use of RNG and hydrogen
and utilizing carbon credit offsets.

Environmental Matters - Good Neighbor Rule



In March 2022, the EPA released its Good Neighbor Rule, which contains proposed
revisions to the Cross-State Air Pollution Rule (CSAPR) framework and is
intended to address ozone transport for the 2015 ozone National Ambient Air
Quality Standards (NAAQS). The rule focuses on reductions of NOx, precursors to
ozone formation and covers 26 states, including Wyoming for the first time. The
EPA proposes to retain emissions allowance trading for generating facilities.
Beginning in 2023, emissions budgets would be set at the level of reductions
achievable through immediately available measures such as consistently operating
existing emissions controls. Starting in 2026, emissions budgets would be set at
levels achievable by the installation of Selective Catalytic Reactor controls at
certain generating facilities. The EPA accepted comments on the proposal through
June 21, 2022. We anticipate that any costs incurred as a result of the proposed
rule would be recoverable through our regulatory mechanisms.

Inflation Reduction Act



The "Inflation Reduction Act" ("IRA"), signed into law by President Biden on
August 16, 2022, features $370 billion in spending and tax incentives on clean
energy provisions. Most notably, the IRA includes provisions such as the
extension and expansion of production and investment tax credits for wind and
solar; energy storage, renewable natural gas, and carbon capture and
sequestration; and the transferability of clean energy tax credits. We are
currently evaluating the IRA provisions to determine impacts and opportunities.

Business Segment Recent Developments

Electric Utilities

•See Note 2 of the Notes to Condensed Consolidated Financial Statements for recent rate review activity for Wyoming Electric.



•On October 11, 2022, the WPSC approved a CPCN submitted by Wyoming Electric to
construct an estimated 260-mile transmission expansion project. The transmission
expansion project, known as Ready Wyoming, will provide customers long-term
price stability and greater flexibility as power markets develop in the Western
States. Construction of the project is expected to take place in multiple phases
or segments from 2023 through 2025 and will interconnect South Dakota Electric's
and Wyoming Electric's transmission systems.

•On July 21, 2022, Wyoming Electric set a new all-time and summer peak load of
294 MW, surpassing the previous summer peaks of 288 MW set on July 18, 2022, 282
MW set on June 13, 2022 and 274 MW set in July 2021.

                                       34

--------------------------------------------------------------------------------
  Table of Contents
•On July 18, 2022, South Dakota Electric set a new all-time and summer peak load
of 403 MW, surpassing the previous summer peak of 397 MW set in July 2021.

•On June 21, 2022, Wyoming Electric completed its first agreement for service
under its Blockchain Interruptible Service tariff. Under the five-year
agreement, Wyoming Electric will deliver to a new customer in Cheyenne, Wyoming
up to 45 MW with an option to expand service up to 75 MW. Energy will be sourced
through the electric energy market and delivered through our Electric Utilities'
infrastructure. Under the agreement, the customer will be responsible for costs
of service, and the load will be interruptible to prioritize the needs of
Wyoming Electric's existing retail customers. Wyoming Electric expects to begin
delivering energy to this customer in the fourth quarter of 2022.

•On May 27, 2022, Colorado Electric filed its Clean Energy Plan, "2030 Ready
Plan", with the CPUC. The 2030 Ready Plan establishes a roadmap and preferred
resource portfolio for Colorado Electric to achieve the state of Colorado's
requirement calling upon electric utilities to reduce GHG emissions by a minimum
of 80% by 2030. The preferred resource portfolio calls for the addition of 149
MW of wind, 258 MW of solar and 50 MW of battery storage to Colorado Electric's
system. The final mix of resources would be determined by the results of a
competitive solicitation starting in 2023. Colorado legislation provides up to
50% utility ownership of these additions. As proposed, the plan will achieve a
90% reduction in emissions and result in 79% of Colorado Electric's customers'
electricity being generated by carbon-free sources by 2030. A CPUC decision on
Phase 1 of the 2030 Ready Plan is expected in March 2023, which would be
followed by a request for proposals for renewable energy resources.

•On February 23, 2022, Wyoming Electric set a new winter peak load of 262 MW,
surpassing the previous winter peaks of 252 MW set on January 5, 2022 and 247 MW
set in December 2019.

•During the first quarter of 2022, Colorado Electric agreed to join SPP's
Western Energy Imbalance Service ("WEIS") Market. On September 26, 2022, South
Dakota Electric and Wyoming Electric also agreed to join the WEIS Market. South
Dakota Electric and Wyoming Electric will join Colorado Electric in integrating
into the WEIS Market in April 2023 and will continue to study long-term
solutions for joining or developing an organized wholesale market. The expansion
allows the utilities to participate in a real-time market.

•In January 2022, South Dakota Electric placed in service a $19 million,
54-mile, 230 kV electric transmission line from Rapid City to Spearfish, South
Dakota. The second leg of this transmission line rebuild project, an 85-mile
segment from Spearfish to Gillette, Wyoming, is expected to be in service by the
end of 2023.

•On January 5, 2022, South Dakota Electric set a new winter peak load of 327 MW, surpassing the previous winter peak of 326 MW set in February 2021.

Gas Utilities

•See Note 2 of the Notes to Condensed Consolidated Financial Statements for recent rate review activity for Arkansas Gas and RMNG.



•During the third quarter of 2022, Kansas Gas and Nebraska Gas submitted
proposals to their respective state utility commissions seeking approval to
offer a voluntary RNG and carbon offset program for residential and business
customers. The program would allow participants to offset 100% or more of the
emissions associated with their own natural gas usage. The offset would be
achieved through a combination of carbon offset credits and RNG attributes.
Kansas Gas and Nebraska Gas designed their voluntary RNG and carbon offset
programs as comprehensive four-year pilot programs starting in 2023 and running
through 2026. On October 25, 2022, Kansas Gas received approval from the KCC for
its voluntary RNG and carbon offset program. On June 6, 2022, Colorado Gas had
submitted a similar proposal to the CPUC. In response to intervenor-filed
testimony, Colorado Gas filed a motion to withdraw its application which was
granted by an administrative law judge on October 26, 2022.

Corporate and Other



•On April 13, 2022, a jury awarded $41 million for claims made by GT Resources,
LLC ("GTR") against BHC and two of its subsidiaries (Black Hills Exploration and
Production, Inc. and Black Hills Gas Resources, Inc.), which ceased oil and
natural gas operations in 2018 as part of BHC's decision to exit the exploration
and production business. The claims involved a dispute over a 2.3-million-acre
concession award in Costa Rica which was acquired by a BHC subsidiary in 2003.
We believe we have meritorious defenses to the verdict and have appealed the
verdict. See additional information in   Note 3   of the Notes to Condensed
Consolidated Financial Statements.


                                       35

--------------------------------------------------------------------------------

Table of Contents


                             Results of Operations

Certain lines of business in which we operate are highly seasonal, and revenue
from, and certain expenses for, such operations may fluctuate significantly
among quarterly periods. Demand for electricity and natural gas is sensitive to
seasonal cooling, heating and industrial load requirements. In particular, the
normal peak usage season for our Electric Utilities is June through August while
the normal peak usage season for our Gas Utilities is November through March.
Significant earnings variances can be expected between the Gas Utilities
segment's peak and off-peak seasons. Due to this seasonal nature, our results of
operations for the three and nine months ended September 30, 2022 and 2021, and
our financial condition as of September 30, 2022 and December 31, 2021, are not
necessarily indicative of the results of operations and financial condition to
be expected as of or for any other period or for the entire year.

In the fourth quarter of 2021, we integrated our power generation and mining
businesses within the Electric Utilities segment. The alignment is consistent
with the current way our CODM evaluates the performance of the business and
makes decisions related to the allocation of resources. Comparative periods
presented reflect this change. See further segment information in   Note 12 

of

the Notes to Condensed Consolidated Financial Statements.



Segment information does not include inter-company eliminations and all amounts
are presented on a pre-tax basis unless otherwise indicated. Minor differences
in amounts may result due to rounding.

Consolidated Summary and Overview



                                                                               Nine Months Ended
                                             Three Months Ended September 30,    September 30,
                                                   2022              2021              2022           2021
                                                  (in thousands, except per share amounts)
Operating income (loss):
Electric Utilities                          $         69,483    $    72,840       $   165,455    $   159,645
Gas Utilities                                         10,583         17,257           162,318        139,336
Corporate and Other                                     (587)          (224)           (2,552)        (3,527)
Operating income                                      79,479         89,873 

325,221 295,454



Interest expense, net                                (40,019)       (38,018)         (117,328)      (113,820)
Other income, net                                        464          1,560             2,731          1,635
Income tax (expense)                                  (2,090)        (5,253)          (15,920)        (6,333)
Net income                                            37,834         48,162           194,704        176,936
Net income attributable to non-controlling
interest                                              (2,861)        (4,050)           (8,790)       (11,347)

Net income available for common stock $ 34,973 $ 44,112

$ 185,914 $ 165,589



Total earnings per share of common stock,
Diluted                                     $           0.54    $      0.70       $      2.86    $      2.63

Three Months Ended September 30, 2022 Compared to Three Months Ended September 30, 2021:

The variance to the prior year included the following:



•Electric Utilities' operating income decreased $3.4 million primarily due to
higher operating expenses, prior year mark-to-market gains on wholesale energy
contacts and lower pricing on the new Wygen I PPA partially offset by increased
rider revenues, increased transmission services revenue and off-system excess
energy sales and favorable weather;
•Gas Utilities' operating income decreased $6.7 million primarily due to higher
operating expenses and mark-to-market losses on wholesale commodity contracts
partially offset by favorable weather, new rates and rider recovery and carrying
costs on our Winter Storm Uri regulatory asset;
•Interest expense increased $2.0 million due to higher interest rates and higher
short-term borrowings;
•Other income decreased $1.1 million primarily due to a prior year recognition
of death benefits from Company-owned life insurance;
•Income tax expense decreased $3.2 million primarily due to lower pre-tax
income; and
•Net income attributable to non-controlling interest decreased $1.2 million due
to lower net income from Black Hills Colorado IPP primarily driven by lower
fired-engine hours.

                                       36

--------------------------------------------------------------------------------
  Table of Contents
Nine Months Ended September 30, 2022 Compared to Nine Months Ended September 30,
2021:

The variance to the prior year included the following:



•Electric Utilities' operating income increased $5.8 million primarily due to
increased rider revenues, prior year impacts related to Colorado Electric's
TCJA-related bill credits to customers (which were offset by reduced income tax
expense), increased transmission services revenue and off-system excess energy
sales and prior year mark-to-market losses on wholesale energy contacts
partially offset by higher operating expenses and lower pricing on the new Wygen
I PPA;
•Gas Utilities' operating income increased $23 million primarily due to new
rates and rider recovery, carrying costs on our Winter Storm Uri regulatory
asset, prior year Black Hills Energy Services Winter Storm Uri costs, customer
growth and increased usage per customer partially offset by higher operating
expenses;
•Corporate and Other expenses decreased $1.0 million primarily due to an
allocation of a 2020 employee cost true-up in the first quarter of 2021, which
was offset in our business segments;
•Interest expense increased $3.5 million due to higher interest rates and higher
short-term and long-term debt balances;
•Other income increased $1.1 million primarily due to lower costs for our
non-qualified benefit plans which were driven by market performance partially
offset by a prior year recognition of death benefits from Company-owned life
insurance;
•Income tax expense increased $9.6 million driven by higher pre-tax income and a
higher effective tax rate primarily due to prior year tax benefits from Colorado
Electric and Nebraska Gas TCJA-related bill credits partially offset by tax
benefits from state tax rate changes; and
•Net income attributable to non-controlling interest decreased $2.6 million due
to lower net income from Black Hills Colorado IPP primarily driven by lower
fired-engine hours and a planned outage.

Segment Operating Results

A discussion of operating results from our business segments follows.

Non-GAAP Financial Measure



The following discussion includes financial information prepared in accordance
with GAAP, as well as another financial measure, Electric and Gas Utility
margin, that is considered a "non-GAAP financial measure." Generally, a non-GAAP
financial measure is a numerical measure of a company's financial performance,
financial position or cash flows that excludes (or includes) amounts that are
included in (or excluded from) the most directly comparable measure calculated
and presented in accordance with GAAP. Electric and Gas Utility margin (revenue
less cost of sales) is a non-GAAP financial measure due to the exclusion of
operation and maintenance expenses, depreciation and amortization expenses, and
property and production taxes from the measure.

Electric Utility margin is calculated as operating revenue less cost of fuel and
purchased power. Gas Utility margin is calculated as operating revenue less cost
of natural gas sold. Our Electric and Gas Utility margin is impacted by
fluctuations in power and natural gas purchases and other fuel supply costs.
However, while these fluctuating costs impact Electric and Gas Utility margin as
a percentage of revenue, they only impact total Electric and Gas Utility margin
if the costs cannot be passed through to our customers.

Our Electric and Gas Utility margin measure may not be comparable to other
companies' Electric and Gas Utility margin measures. Furthermore, this measure
is not intended to replace operating income as determined in accordance with
GAAP as an indicator of operating performance.


                                       37

--------------------------------------------------------------------------------
  Table of Contents
Electric Utilities

Operating results for the Electric Utilities were as follows (in thousands):

                                            Three Months Ended September 30,              Nine Months Ended September 30,
                                              2022             2021      Variance          2022             2021      Variance

Revenue:
Electric - regulated                  $    245,269         $ 210,053    $ 35,216    $    635,190        $ 614,652    $ 20,538
Other - non-regulated                       13,401            10,351       3,050          34,396           32,172       2,224
Total revenue                              258,669           220,404      38,265         669,586          646,824      22,762

Cost of fuel and purchased power:
Electric - regulated                        84,309            50,238      

34,071 191,511 194,314 (2,803) Other - non-regulated

                        1,644               893         751           3,484            2,679         805
Total cost of fuel and purchased
power                                       85,953            51,131      

34,822 194,995 196,993 (1,998)



Electric Utility margin (non-GAAP)         172,716           169,273       

3,443 474,591 449,831 24,760



Operations and maintenance                  68,896            63,472       

5,424 207,565 192,507 15,058 Depreciation and amortization

               34,337            32,961       1,376         101,571           97,679       3,892
Total operating expenses                   103,233            96,433       6,800         309,136          290,186      18,950

Operating income                      $     69,483         $  72,840    $ (3,357)   $    165,455        $ 159,645    $  5,810

Three Months Ended September 30, 2022 Compared to the Three Months Ended September 30, 2021:

Electric Utility margin increased as a result of the following:



                                                             (in millions)
New rates and rider recovery                                $          3.9
Transmission services and off-system excess energy sales               1.7
Weather                                                                1.0
Commercial and industrial load growth                                  0.7
Integrated Generation (a)                                              0.7
Lower pricing on new Wygen I PPA                                      (2.8)
Prior year mark-to-market on wholesale energy contracts               (2.5)
Other                                                                  0.7
Total increase in Electric Utility margin                   $          3.4


__________

(a) Primarily driven by favorable market pricing.



Operations and maintenance expense increased primarily due to higher
generation-related expenses, higher vehicle expenses due to higher fuel costs,
increased royalties on higher mining revenues partially offset by lower employee
costs.

Depreciation and amortization increased primarily due to a higher asset base driven by prior year capital expenditures.


                                       38

--------------------------------------------------------------------------------
  Table of Contents
Nine Months Ended September 30, 2022 Compared to the Nine Months Ended September
30, 2021:

Electric Utility margin increased as a result of the following:



                                                             (in millions)
New rates and rider recovery                                $         10.5
Prior year TCJA-related bill credits (a)                               9.3
Transmission services and off-system excess energy sales               4.4
Prior year mark-to-market on wholesale energy contracts                2.6
Integrated Generation (b)                                              1.8
Prior year Winter Storm Uri impacts (c)                                1.2
Weather                                                                0.8
Lower pricing on new Wygen I PPA                                      (7.9)
Other                                                                  2.1
Total increase in Electric Utility margin                   $         24.8


__________


(a)  In February 2021, Colorado Electric delivered $9.3 million of TCJA-related
bill credits to its customers. These bill credits were offset by a reduction in
income tax expense and resulted in an immaterial impact to Net income.
(b)  Primarily driven by favorable market pricing.
(c)  As a result of Winter Storm Uri, our Electric Utilities incurred a $0.8
million negative impact to our regulated wholesale power margins due to higher
fuel costs and $2.1 million of incremental fuel costs that are not recoverable
through our fuel cost recovery mechanisms partially offset by $1.7 million of
increased Electric Utility margin realized under Black Hills Wyoming's Economy
Energy PSA.

Operations and maintenance expense increased primarily due to higher cloud
computing licensing costs, higher generation-related expenses, higher vehicle
expenses due to higher fuel costs, higher outside services expenses and
increased property taxes due to expiration of an abatement partially offset by
lower employee costs.

Depreciation and amortization increased primarily due to a higher asset base driven by prior year capital expenditures.



Operating Statistics

                                                  Revenue (in thousands)                                                  Quantities Sold (MWh)
                                       Three Months Ended         Nine Months Ended                    Three Months Ended                      Nine Months Ended
                                          September 30,             September 30,                         September 30,                          September 30,
                                        2022         2021         2022         2021                 2022               2021                2022                2021

Residential                         $  72,115    $  66,138    $ 187,217    $ 192,349               421,782             419,001         1,137,139               1,150,150
Commercial                             77,314       70,696      210,423      214,512               581,239             576,037         1,581,487               1,570,455
Industrial                             47,090       37,323      120,688      115,518               483,223             459,076         1,411,919               1,316,060
Municipal                               6,093        5,069       15,660       14,471                46,745              47,515           122,290                 123,620

Subtotal Retail Revenue - Electric 202,612 179,226 533,989


 536,850             1,532,989           1,501,629         4,252,835               4,160,285
Contract Wholesale                      8,378        3,855       18,639       12,787               160,070             129,221           492,922                 415,979
Off-system/Power Marketing
Wholesale                              16,769       13,511       32,590       25,549               131,469             120,224           436,335                 329,426
Other (a)                              17,509       13,461       49,972       39,466                     -                   -                 -                       -
Total Regulated                       245,269      210,053      635,190      614,652             1,824,528           1,751,074         5,182,092               4,905,690
Non-Regulated (b)                      13,401       10,351       34,396       32,172                59,745              56,583           221,609                 197,506

Total Revenue and Quantities Sold $ 258,669 $ 220,404 $ 669,586 $ 646,824

             1,884,273           1,807,657         5,403,701       

5,103,196


Other Uses, Losses or Generation,
net (c)                                                                                            125,613             139,521           337,222                 367,201
Total Energy                                                                                     2,009,886           1,947,178         5,740,923               5,470,397


__________

(a) Primarily related to transmission revenues from the Common Use System. (b) Includes Integrated Generation and non-regulated services to our retail customers under the Service Guard Comfort Plan and Tech Services. (c) Includes company uses and line losses.


                                       39

--------------------------------------------------------------------------------


  Table of Contents
                                         Revenue (in thousands)                               Quantities Sold (MWh)
                                                                              Nine Months Ended September
                                 Three Months Ended September 30,                         30,                       Three Months Ended September 30,           Nine Months Ended September 30,
                                        2022               2021                    2022          2021                   2022                 2021                 2022                 2021
Colorado Electric             $         96,380         $   82,971             $   243,022    $ 226,417               647,532              667,477            1,836,010            1,817,821
South Dakota Electric                   94,281             80,674                 249,073      247,443               684,059              630,832            1,928,454            1,794,308
Wyoming Electric                        55,058             46,813                 144,293      142,364               492,938              452,765            1,417,629            1,293,561
Integrated Generation                   12,950              9,946                  33,198       30,600                59,744               56,583              221,608              197,506
Total Revenue and Quantities
Sold                          $        258,669         $  220,404             $   669,586    $ 646,824             1,884,273            1,807,657            5,403,701            5,103,196




                                                      Three Months Ended September 30,                 Nine Months Ended September 30,
Quantities Generated and Purchased by Fuel
Type (MWh)                                              2022                    2021                    2022                    2021
Generated:
Coal                                                   736,181                 711,148               1,989,057               1,953,104
Natural Gas and Oil                                    457,790                 508,170               1,016,369               1,259,111
Wind                                                   143,278                 162,924                 641,302                 572,507
Total Generated                                      1,337,249               1,382,242               3,646,728               3,784,722
Purchased:
Coal, Natural Gas, Oil and Other Market
Purchases                                              609,699                 495,905               1,805,904               1,441,792
Wind                                                    62,938                  69,031                 288,291                 243,883
Total Purchased                                        672,637                 564,936               2,094,195               1,685,675

Total Generated and Purchased                        2,009,886               1,947,178               5,740,923               5,470,397




                                                      Three Months Ended September 30,                 Nine Months Ended September 30,
Quantities Generated and Purchased (MWh)                2022                    2021                    2022                    2021
Generated:
Colorado Electric                                      127,090                 150,646                 324,638                 351,723
South Dakota Electric                                  510,443                 538,632               1,333,984               1,450,113
Wyoming Electric                                       236,761                 221,845                 667,079                 618,375
Integrated Generation                                  462,955                 471,119               1,321,027               1,364,511
Total Generated                                      1,337,249               1,382,242               3,646,728               3,784,722

Purchased:
Colorado Electric                                      251,076                 244,613                 807,442                 716,506
South Dakota Electric                                  221,872                 150,269                 667,560                 446,904
Wyoming Electric                                       174,946                 146,489                 551,683                 454,091
Integrated Generation                                   24,743                  23,565                  67,510                  68,174
Total Purchased                                        672,637                 564,936               2,094,195               1,685,675

Total Generated and Purchased                        2,009,886               1,947,178               5,740,923               5,470,397




                                       40

--------------------------------------------------------------------------------


  Table of Contents
                                                        Three Months Ended September 30,                                                   Nine Months Ended September 30,
                                                   2022                                  2021                                         2022                                  2021
                                                       Variance from                         Variance from                                Variance from                         Variance from
Degree Days                            Actual             Normal             Actual             Normal                    Actual             Normal    

        Actual             Normal
Heating Degree Days:
Colorado Electric                            25                   (66) %           22                   (78) %               3,296                     4  %        3,348                    (1) %
South Dakota Electric                        91                   (57) %           90                   (60) %               4,560                     -  %        4,462                     -  %
Wyoming Electric                            119                   (60) %          112                   (62) %               4,410                    (2) %        4,594                     2  %
Combined (a)                                 66                   (60) %           63                   (65) %               3,952                     1  %        3,979                     -  %

Cooling Degree Days:
Colorado Electric                         1,028                    28  %          942                    38  %               1,361                    27  %        1,242                    39  %
South Dakota Electric                       707                    38  %          649                    22  %                 814                    35  %          816                    29  %
Wyoming Electric                            580                    72  %          487                    63  %                 701                    77  %          604                    74  %
Combined (a)                                828                    36  %          751                    35  %               1,041                    34  %          968                    39  %


__________
(a)  Degree days are calculated based on a weighted average of total customers
by state.


                                                 Three Months Ended September 30,       Nine Months Ended September 30,
Contracted generating facilities Availability
by fuel type (a)                                      2022               2021               2022               2021
Coal (b) (c)                                               96.5  %           94.4  %             89.7  %           88.9  %
Natural gas and diesel oil                                 97.0  %           97.4  %             95.8  %           95.0  %
Wind                                                       94.4  %           96.5  %             94.6  %           95.7  %
Total Availability                                         96.4  %           96.4  %             94.0  %           93.5  %

Wind Capacity Factor                                       22.9  %           26.8  %             34.7  %           30.9  %


__________

(a) Availability and Wind Capacity Factor are calculated using a weighted average based on capacity of our generating fleet. (b) 2022 included planned outages at Neil Simpson II and Wyodak Plant. (c) 2021 included planned outages at Neil Simpson II, Wygen, Wygen II, and Wygen III and unplanned outages at Neil Simpson II and Wyodak Plant.


                                       41

--------------------------------------------------------------------------------
  Table of Contents
Gas Utilities

Operating results for the Gas Utilities were as follows (in thousands):



                                        Three Months Ended September 30,    

Nine Months Ended September 30,


                                         2022             2021       Variance         2022           2021       Variance
Revenue:
Natural gas - regulated          $    192,104         $ 150,075    $  42,029    $   1,046,910    $ 700,617    $ 346,293
Other - non-regulated                  16,184            14,608        1,576           56,938       52,635        4,303
Total revenue                         208,288           164,683       43,605        1,103,849      753,252      350,597

Cost of natural gas sold:
Natural gas - regulated                77,590            43,884       33,706          588,007      289,168      298,839
Other - non-regulated                   5,187              (750)       5,937           11,242       10,131        1,111
Total cost of natural gas sold         82,778            43,134       

39,644 599,249 299,299 299,950



Gas Utility margin (non-GAAP)         125,510           121,549        

3,961 504,600 453,953 50,647



Operations and maintenance             85,311            78,161        7,150          255,441      237,624       17,817
Depreciation and amortization          29,616            26,131        3,485           86,841       76,993        9,848
Total operating expenses              114,927           104,292       10,635          342,282      314,617       27,665

Operating income                 $     10,583         $  17,257    $  (6,674)   $     162,318    $ 139,336    $  22,982

Three Months Ended September 30, 2022 Compared to the Three Months Ended September 30, 2021:

Gas Utility margin increased as a result of the following:


                                                                 (in 

millions)


Weather (a)                                                     $          

4.4


New rates and rider recovery                                               

3.5


Carrying costs on Winter Storm Uri regulatory asset (b)                    

1.9


Mark-to-market on non-utility natural gas commodity contracts             

(2.5)


Decreased usage per customer                                              

(0.9)


Other                                                                     

(2.4)


Total increase in Gas Utility margin                            $          

4.0

__________


(a)  Weather impacts for the three months ended September 30, 2022 compared to
the same period in the prior year include $3.8 million of increased irrigation
loads to agriculture customers in our Nebraska Gas service territory.
(b)  In certain jurisdictions, we have Commission approval to recover carrying
costs on Winter Storm Uri regulatory assets which offset increased interest
expense. See   Note 2   of the Notes to Condensed Consolidated Financial
Statements for additional information.

Operations and maintenance expense increased primarily due to increased bad debt
expense primarily attributable to higher customer billings, higher outside
services and materials expenses, and higher vehicle expenses due to higher fuel
costs partially offset by lower employee costs.

Depreciation and amortization increased primarily due to a higher asset base driven by prior year capital expenditures.


                                       42

--------------------------------------------------------------------------------
  Table of Contents
Nine Months Ended September 30, 2022 Compared to the Nine Months Ended September
30, 2021:

Gas Utility margin increased as a result of the following:


                                                                             (in millions)
New rates and rider recovery                                              $            21.0
Carrying costs on Winter Storm Uri regulatory asset (a)                                16.5

Prior year Black Hills Energy Services Winter Storm Uri costs (b)

             8.2
Customer growth and increased usage per customer                                        4.8
Weather (c)                                                                             3.4
Increased transportation and transmission volumes                                       1.1
Current and prior year TCJA-related bill credits (d)                                    0.8
Mark-to-market on non-utility natural gas commodity contracts                          (3.4)
Other                                                                                  (1.8)
Total increase in Gas Utility margin                                      $            50.6


__________


(a)  In certain jurisdictions, we have Commission approval to recover carrying
costs on Winter Storm Uri regulatory assets which offset increased interest
expense. Additionally, the carrying costs accrued during the nine months ended
September 30, 2022 included a one-time, $10.3 million true-up to reflect
Commission authorized rates. See   Note 2   of the Notes to Condensed
Consolidated Financial Statements for additional information.
(b)  Black Hills Energy Services offers fixed contract pricing for non-regulated
gas supply services to our regulated natural gas customers. The increased cost
of natural gas sold during Winter Storm Uri was not recoverable through a
regulatory mechanism.
(c) Weather impacts for the nine months ended September 30, 2022 compared to the
same period in the prior year include $4.3 million of increased irrigation loads
to agriculture customers in our Nebraska Gas service territory.
(d)  In June 2021, Nebraska Gas provided $2.9 million TCJA-related bill credits
to its customers. For the nine months ended September 30, 2022, Kansas Gas
provided $2.1 million of TCJA and state tax reform bill credits to customers.
These bill credits were offset by a reduction in income tax expense and resulted
in a minimal impact to Net income.

Operations and maintenance expense increased primarily due to increased bad debt
expense primarily attributable to higher customer billings, higher cloud
computing licensing costs, higher outside services and materials expenses,
higher vehicle expenses due to higher fuel costs and increased property taxes
due to a higher asset base partially offset by lower employee costs.

Depreciation and amortization increased primarily due to a higher asset base driven by prior year capital expenditures.



Operating Statistics
                                           Revenue (in thousands)                                                 Quantities Sold and Transported (Dth)
                               Three Months Ended          Nine Months Ended                        Three Months Ended                           Nine Months Ended
                                  September 30,              September 30,                            September 30,                                September 30,
                                2022         2021          2022          2021                   2022                 2021                   2022                   2021

Residential                 $  85,398    $  68,646    $   604,568    $ 401,413               3,572,971             3,564,722             43,910,976                 42,708,511
Commercial                     36,819       27,038        256,643      155,015               2,374,179             2,426,019             21,505,127                 20,732,271
Industrial                     26,155       13,863         52,268       24,576               3,153,641             2,873,540              6,468,756                  5,109,501
Other                           2,566        2,706          7,638        1,816                       -                     -                      -                          -
Total Distribution            150,937      112,253        921,117      582,820               9,100,791             8,864,281             71,884,859                 68,550,283

Transportation and
Transmission                   41,166       37,822        125,794      117,797              35,302,591            34,735,601            117,971,404                114,124,253

Total Regulated               192,104      150,075      1,046,910      700,617              44,403,382            43,599,882            189,856,263                182,674,536

Non-regulated Services         16,184       14,608         56,938       52,635                       -                     -                      -                          -

Total Revenue and
Quantities Sold             $ 208,288    $ 164,683    $ 1,103,849    $ 753,252              44,403,382            43,599,882            189,856,263                182,674,536


                                       43

--------------------------------------------------------------------------------


  Table of Contents

                                         Revenue (in thousands)                                               Quantities Sold & Transported (Dth)
                             Three Months Ended          Nine Months Ended                       Three Months Ended                        Nine Months Ended
                                September 30,              September 30,                           September 30,                             September 30,
                              2022         2021          2022          2021                  2022                 2021                2022                  2021

Arkansas Gas              $  30,663    $  25,188    $   210,287    $ 145,176               4,396,388            4,319,944          22,769,574             23,345,095
Colorado Gas                 32,239       22,452        202,620      135,764               3,408,420            3,798,587          23,192,881             23,121,887
Iowa Gas                     24,580       22,015        187,209      108,600               5,103,212            5,810,932          28,658,007             27,141,518
Kansas Gas                   38,029       25,972        132,362       87,198               9,202,701            9,075,960          28,954,575             26,694,184
Nebraska Gas                 61,588       51,538        258,159      187,673              17,237,325           16,174,821          61,287,579             59,281,802
Wyoming Gas                  21,189       17,518        113,212       88,841               5,055,336            4,419,638          24,993,647             23,090,050
Total Revenue and
Quantities Sold           $ 208,288    $ 164,683    $ 1,103,849    $ 753,252              44,403,382           43,599,882         189,856,263            182,674,536




                                                 Three Months Ended September 30,                                       Nine Months Ended September 30,
                                               2022                            2021                                  2022                            2021
                                                    Variance                        Variance                              Variance                        Variance
Heating Degree Days                   Actual       from Normal       Actual        from Normal              Actual       from Normal       Actual        from Normal
Arkansas Gas (a)                        16            (63)%            11             (74)%                 2,386           (4)%           2,515             1%
Colorado Gas                            84            (61)%            92             (51)%                 3,847           (6)%           3,922            (4)%
Iowa Gas                                92            (34)%            42             (70)%                 4,474            7%            4,155            (1)%
Kansas Gas (a)                          23            (58)%            10             (82)%                 3,043            3%            3,079             4%
Nebraska Gas                            48            (56)%            33             (70)%                 3,768            -%            3,754            (1)%
Wyoming Gas                            140            (55)%           153             (50)%                 4,738            1%            4,778             1%
Combined (b)                            70            (53)%            53             (61)%                 4,003            -%            3,978             -%


__________
(a)  Arkansas Gas and Kansas Gas have weather normalization mechanisms that
mitigate the weather impact on gross margins.
(b)  The combined heating degree days are calculated based on a weighted average
of total customers by state excluding Kansas Gas due to its weather
normalization mechanism. Arkansas Gas is partially excluded based on the weather
normalization mechanism in effect from November through April.


Corporate and Other

Corporate and Other operating results were as follows (in thousands):



                                              Three Months Ended September 30,         Nine Months Ended September 30,
                                                2022         2021      Variance         2022          2021       Variance

Operating (loss)                           $      (587)   $  (224)   $    

(363) $ (2,552) $ (3,527) $ 975

Three Months Ended September 30, 2022 Compared to the Three Months Ended September 30, 2021:

Operating (loss) was comparable to the same period in the prior year.

Nine Months Ended September 30, 2022 Compared to the Nine Months Ended September 30, 2021:

The decrease in Operating (loss) was primarily due to an allocation of a 2020 employee cost true-up in the first quarter of 2021, which was offset in our business segments.


                                       44

--------------------------------------------------------------------------------
  Table of Contents
Consolidated Interest Expense, Other Income and Income Tax Expense

                                                   Three Months Ended September 30,              Nine Months Ended September 30,
                                                     2022             2021      Variance         2022            2021       Variance
                                                                                  (in thousands)
Interest expense, net                        $    (40,019)        $ (38,018)   $ (2,001)   $   (117,328)     $ (113,820)   $ (3,508)
Other income, net                                     464             1,560    $ (1,096)   $      2,731      $    1,635    $  1,096
Income tax (expense)                               (2,090)           (5,253)   $  3,163    $    (15,920)     $   (6,333)   $ (9,587)

Three Months Ended September 30, 2022 Compared to the Three Months Ended September 30, 2021:

Interest Expense, net

The increase in Interest expense, net was due to higher interest rates and higher short-term debt balances.

Other Income, net

The decrease in Other income, net was primarily driven by a prior year recognition of death benefits from Company-owned life insurance.

Income Tax (Expense)



Income tax expense decreased primarily due to lower pre-tax income partially
offset by lower effective tax rate. For the three months ended September 30,
2022, the effective tax rate was 5.2% compared to 9.8% for the same period in
2021. See   Note 11   of the Notes to Condensed Consolidated Financial
Statements for discussion of effective tax rate variances.

Nine Months Ended September 30, 2022 Compared to the Nine Months Ended September 30, 2021:



Interest Expense, net

The increase in Interest expense, net was due to higher interest rates and higher short-term and long-term debt balances.

Other Income, net



The increase in Other income, net was due to lower costs for our non-qualified
benefit plans which were driven by market performance and a prior year
recognition of death benefits from Company-owned life insurance partially offset
by higher non-service pension costs primarily driven by a higher discount rate.

Income Tax (Expense)



Income tax expense increased due to higher pre-tax income and a higher effective
tax rate. For the nine months ended September 30, 2022, the effective tax rate
was 7.6% compared to 3.5% for the same period in 2021. See   Note 11   of the
Notes to Condensed Consolidated Financial Statements for discussion of effective
tax rate variances.


                        Liquidity and Capital Resources

There have been no material changes in Liquidity and Capital Resources from those reported in Item 7 of our 2021 Annual Report on Form 10-K except as described below.




Cash Flow Activities

The following table summarizes our cash flows for the nine months ended September 30, (in thousands):


           Cash provided by (used in):       2022         2021      

Variance


           Operating activities          $  494,287   $ (144,760)  $ 

639,047


           Investing activities          $ (466,321)  $ (484,106)  $  

17,785


           Financing activities          $  (24,684)  $  633,061   $

(657,745)



                                       45

--------------------------------------------------------------------------------
  Table of Contents
Nine Months Ended September 30, 2022 Compared to the Nine Months Ended September
30, 2021

Operating Activities:

Net cash provided by (used in) operating activities was $639 million higher than the same period in 2021. The variance to the prior year was primarily attributable to:



•Cash earnings (net income plus non-cash adjustments) were $28 million higher
for the nine months ended September 30, 2022 compared to the same period in the
prior year primarily due to increased Electric and Gas Utility margins driven by
new rates and increased rider revenues and prior year impacts from Winter Storm
Uri.

•Net inflows from changes in certain operating assets and liabilities were $622 million higher, primarily attributable to:



•Cash inflows increased by $687 million as a result of changes in our regulatory
assets and liabilities primarily driven by prior year incremental fuel,
purchased power and natural gas costs due to Winter Storm Uri and current year
recovery of a portion of Winter Storm Uri incremental and carrying costs from
customers;

•Cash inflows decreased by $92 million as a result of changes in accounts receivable and other current assets primarily driven by higher pass-through revenues reflecting higher commodity prices; and



•Cash outflows decreased by $26 million as a result of changes in accounts
payable and accrued liabilities primarily driven by payment timing of natural
gas and power purchases and other working capital requirements.

•Cash outflows increased by $10 million for other operating activities primarily due to higher cloud computing licensing costs and preliminary survey charges.

Investing Activities:

Net cash used in investing activities was $18 million lower than the same period in 2021. The variance to the prior year was primarily attributable to:



•Capital expenditures of $466 million for the nine months ended September 30,
2022 compared to $498 million for the same period in the prior year. Lower
current year expenditures were driven by lower programmatic safety, reliability
and integrity spending at our Gas and Electric Utilities; and

•Cash inflows decreased by $14 million for other investing activities which was
primarily driven by prior year sales of transmission assets and facilities, none
of which were individually material.

Financing Activities:

Net cash provided by (used in) financing activities was $658 million higher than the same period in 2021. The variance to the prior year was primarily attributable to:

•Cash inflows decreased $609 million due to decreases in short-term and long-term borrowings primarily driven by prior year financing activities related to Winter Storm Uri;

•Cash inflows decreased $43 million due to decreased issuances of common stock;

•Cash outflows increased $8.9 million due to increased dividends paid on common stock; and

•Cash inflows increased by $4.4 million for other financing activities.


                                       46

--------------------------------------------------------------------------------

  Table of Contents
Capital Resources

Short-term Debt

Revolving Credit Facility and CP Program

Our Revolving Credit Facility and CP Program had the following borrowings, outstanding letters of credit and available capacity:



                                                        Short-term 

borrowings Letters of Credit (a)


                                             Current              at                    at             Available Capacity at
Credit Facility            Expiration        Capacity     September 30, 2022    September 30, 2022      September 30, 2022
                                                                              (in millions)
Revolving Credit
Facility and CP
Program                   July 19, 2026    $     750    $               501    $               20    $                  229


__________

(a) Letters of credit are off-balance sheet commitments that reduce the borrowing capacity available on our corporate Revolving Credit Facility. For more information on these letters of credit, see Note 5 of the Notes to Condensed Consolidated Financial Statements.

The weighted average interest rate on short-term borrowings at September 30, 2022 was 3.35%. Short-term borrowing activity for the nine months ended September 30, 2022 was:



                                                                          (dollars in millions)
Maximum amount outstanding (based on daily outstanding balances)         $              508

Average amount outstanding (based on daily outstanding balances) $

             347
Weighted average interest rates                                                        1.41     %



Covenant Requirements

The Revolving Credit Facility and Wyoming Electric's financing agreements contain covenant requirements. We were in compliance with these covenants as of September 30, 2022. See Note 5 of the Notes to Condensed Consolidated Financial Statements for more information.

Equity

See Note 5 of the Notes to Condensed Consolidated Financial Statements for information related to common stock issuances under the ATM.

Future Financing Plans



We will continue to assess debt and equity needs to support our capital
investment plans and other strategic objectives. We plan to fund our capital
plan and strategic objectives by using cash generated from operating activities
and various financing alternatives, which could include our Revolving Credit
Facility, our CP Program, the issuance of common stock under our ATM program or
in an opportunistic block trade, or through a non-controlling investment by a
third party in certain operating assets. We plan to re-finance our $525 million,
4.25%, senior unsecured notes due November 30, 2023, at or before maturity date.


Credit Ratings

After assessing the current operating performance, liquidity and credit ratings
of the Company, management believes that the Company will have access to the
capital markets at prevailing market rates for companies with comparable credit
ratings.

The following table represents the credit ratings, outlook and risk profile of BHC at September 30, 2022:



                Rating Agency      Senior Unsecured Rating     Outlook
                S&P (a)                      BBB+              Stable
                Moody's (b)                  Baa2              Stable
                Fitch (c)                    BBB+              Stable


__________
(a)  On August 26, 2022, S&P reported BBB+ rating and maintained a Stable
outlook.
(b)  On December 20, 2021, Moody's reported Baa2 rating and maintained a Stable
outlook.
(c)  On October 6, 2022, Fitch reported BBB+ rating and maintained a Stable
outlook.
                                       47

--------------------------------------------------------------------------------

Table of Contents



The following table represents the credit ratings of South Dakota Electric at
September 30, 2022:

                      Rating Agency      Senior Secured Rating
                      S&P (a)                      A
                      Fitch (b)                    A


__________
(a)  On March 31, 2022, S&P reported A rating.
(b)  On October 6, 2022, Fitch reported A rating.


Capital Requirements

Capital Expenditures

                                Actual                                     Forecasted (c)
                           Nine Months Ended
Capital Expenditures by   September 30, 2022
Segment                           (a)                 2022 (b)      2023        2024        2025        2026
(in millions)
Electric Utilities        $            180          $     255    $    197    $    348    $    226    $    194
Gas Utilities                          255                364         386         452         412         393
Corporate and Other                      7                  8          17          19          20          19
Incremental Projects (d)                 -                  -           -           -          45         100
                          $            442          $     627    $    600    $    819    $    703    $    706


__________
(a)  Includes accruals for property, plant and equipment as disclosed in
supplemental cash flow information in the   Condensed Consolidated Statements of
Cash Flows   in the Condensed Consolidated Financial Statements.
(b)  Includes actual capital expenditures for the nine months ended September
30, 2022.
(c)  The increase in forecasted capital expenditures is primarily driven by RNG
projects at our Gas Utilities. Additionally, we have identified various other
projects at our Electric and Gas Utilities that we previously disclosed as
incremental.
(d)  These represent projects that are being evaluated by our segments for
timing, cost and other factors.

Dividends



Dividends paid on our common stock totaled $116 million for the nine months
ended September 30, 2022, or $0.595 per share per quarter. On October 25, 2022,
our board of directors declared a quarterly dividend of $0.625 per share payable
December 1, 2022, equivalent to an annual dividend of $2.50 per share. The
amount of future cash dividends to be declared and paid, if any, will depend
upon, among other things, our financial condition, funds from operations, the
level of our capital expenditures, restrictions under our Revolving Credit
Facility and our future business prospects.

Unconditional Purchase Obligations

See Note 3 of the Notes to Condensed Consolidated Financial Statements for recent updates to our purchase obligations.


                         Critical Accounting Estimates

There have been no material changes in our critical accounting estimates from
those reported in our 2021 Annual Report on Form 10-K. We are closely monitoring
the impacts of recent macroeconomic trends and Winter Storm Uri on our critical
accounting estimates including, but not limited to, collectibility of customer
receivables, cost recoverability through regulatory assets, impairment risk of
goodwill and long-lived assets, valuation of pension assets and liabilities and
contingent liabilities. For more information on our critical accounting
estimates, see Part II, Item 7 of our 2021 Annual Report on Form 10-K.


                         New Accounting Pronouncements

Other than the pronouncements reported in our 2021 Annual Report on Form 10-K
and those discussed in   Note 1   of the Notes to Condensed Consolidated
Financial Statements, there have been no new accounting pronouncements that are
expected to have a material effect on our financial position, results of
operations or cash flows.


                                       48

--------------------------------------------------------------------------------

Table of Contents

© Edgar Online, source Glimpses