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

We are a customer-focused energy solutions provider that invests in our
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, a prolonged period of historic cold temperatures across the
central United States, which covered all of our Utilities' service territories,
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 of Winter Storm Uri, we incurred significant incremental natural gas
and fuel 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. To date, we have received final commission approval for
all of our Winter Storm Uri cost recovery applications with the exception of
Wyoming Gas (which is approved for interim cost recovery). 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.

We have seen an increase in commodity energy costs that had 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.

We are proactively managing increased costs of materials and supply chain
disruptions to achieve our forecasted capital investment targets. We have
already contracted a significant majority of the materials needed for 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.

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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 92% of our debt at June 30,
2022 is fixed rate debt. Additionally, rising discount rates and recent capital
markets volatility did not materially change the 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 increased employee and
contractor costs related to attraction and retention of talent partially offset
by decreases in headcount compared to the prior year.

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.

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 July 21, 2022, Wyoming Electric set a new all-time and summer peak load of
294 MW, surpassing the previous peaks of 288 MW set on July 18, 2022, 282 MW set
on June 13, 2022 and 274 MW set on July 28, 2021.

•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 cost-effectively 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 by April
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 peak of 252 MW set on January 5, 2022.



•On February 15, 2022, Wyoming Electric submitted a request to the WPSC seeking
approval for a CPCN to construct an estimated 260-mile transmission expansion
project. As proposed, the approximately $260 million transmission expansion
project, known as Ready Wyoming, would provide customers long-term price
stability and greater flexibility as power markets develop in the Western
States. If approved, construction of the project would take place in multiple
phases or segments spanning 2023 through 2025 and would interconnect South
Dakota Electric's and Wyoming Electric's transmission systems.

•On January 26, 2022, Colorado Electric agreed to join SPP's Western Energy
Imbalance Service Market. Colorado Electric will join the 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 and Wyoming Electric set new winter
peak loads. Wyoming Electric's new winter peak load of 252 MW surpasses the
previous peak of 247 MW set in December 2019. South Dakota Electric's new winter
peak of 327 MW surpasses the previous winter peak of 326 MW set in February
2021.

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Gas Utilities

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



•On June 6, 2022, Colorado Gas submitted a proposal to the CPUC 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.
Colorado Gas has designed its voluntary RNG and carbon offset program as a
comprehensive four-year pilot program starting in 2023 and running through 2026.
On July 15, 2022, Kansas Gas submitted a similar RNG and carbon offset program
proposal with the KCC. Nebraska Gas expects to submit a voluntary RNG and carbon
offset program proposal to the NPSC later in 2022 with similar filings for
Arkansas Gas, Iowa Gas and Wyoming Gas expected by 2023.

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 intend to appeal the
verdict. See additional information in   Note 3   of the Notes to Condensed
Consolidated Financial Statements.


                             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 six months ended June 30, 2022 and 2021, and our
financial condition as of June 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.
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Consolidated Summary and Overview

                                                                              Six Months Ended
                                               Three Months Ended June 30,        June 30,
                                                   2022             2021              2022           2021
                                                  (in thousands, except per share amounts)
Operating income (loss):
Electric Utilities                           $       45,226    $    47,462       $    95,972    $    86,805
Gas Utilities                                        28,195         19,985           151,735        122,079
Corporate and Other                                  (1,032)          (181)           (1,965)        (3,303)
Operating income                                     72,389         67,266           245,742        205,581

Interest expense, net                               (38,764)       (38,202)          (77,309)       (75,802)
Other income (expense), net                           1,563           (191)            2,267             75
Income tax benefit (expense)                            658           (586)          (13,830)        (1,080)
Net income                                           35,846         28,287           156,870        128,774
Net income attributable to non-controlling
interest                                             (2,431)        (3,126)           (5,929)        (7,297)
Net income available for common stock        $       33,415    $    25,161

$ 150,941 $ 121,477



Total earnings per share of common stock,
Diluted                                      $         0.52    $      0.40       $      2.33    $      1.93

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

The variance to the prior year included the following:



•Electric Utilities' operating income decreased $2.2 million primarily due to
higher operating expenses, lower pricing on the new Wygen I PPA and prior year
regulatory actions reducing certain Winter Storm Uri impacts partially offset by
increased rider revenues and prior year mark-to-market adjustments on wholesale
energy contacts;
•Gas Utilities' operating income increased $8.2 million primarily due to
carrying costs on our Winter Storm Uri regulatory asset and new rates and rider
recovery partially offset by higher operating expenses and unfavorable
mark-to-market adjustments on wholesale commodity contracts;
•Other income increased $1.8 million primarily due to lower costs for our
non-qualified benefit plans which were driven by market performance; and
•Income tax benefit increased $1.2 million driven by a lower effective tax rate
due to tax benefits from state tax rate changes partially offset by higher
pre-tax income.

Six Months Ended June 30, 2022 Compared to Six Months Ended June 30, 2021:

The variance to the prior year included the following:



•Electric Utilities' operating income increased $9.2 million primarily due to
prior year impacts related to Colorado Electric's TCJA-related bill credits to
customers (which were offset by reduced income tax expense), increased rider
revenues, prior year mark-to-market adjustments on wholesale energy contacts and
increased transmission and off-system energy sales partially offset by higher
operating expenses and lower pricing on the new Wygen I PPA;
•Gas Utilities' operating income increased $30 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 $1.3 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 $1.5 million due to higher interest rates and higher
debt balances primarily driven by Winter Storm Uri;
•Other income increased $2.2 million primarily due to lower costs for our
non-qualified benefit plans which were driven by market performance;
•Income tax expense increased $13 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 $1.4 million due
to lower net income from Black Hills Colorado IPP primarily driven by a planned
outage.
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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 the
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.


Electric Utilities

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



                                           Three Months Ended June 30,             Six Months Ended June 30,
                                          2022          2021      Variance       2022         2021       Variance

Revenue:
Electric - regulated                  $  194,197    $ 181,503    $ 12,694    $ 389,921    $ 404,599    $ (14,678)
Other - non-regulated                     10,182        9,513         669       20,995       21,821         (826)
Total revenue                            204,379      191,016      13,363      410,917      426,420      (15,503)

Cost of fuel and purchased power:
Electric - regulated                      55,723       44,607      11,116      107,202      144,076      (36,874)
Other - non-regulated                        909          956         (47)       1,840        1,786           54
Total cost of fuel and purchased
power                                     56,632       45,563      11,069   

109,042 145,862 (36,820)

Electric Utility margin (non-GAAP) 147,747 145,453 2,294

301,875 280,558 21,317



Operations and maintenance                69,000       65,301       3,699      138,669      129,035        9,634
Depreciation and amortization             33,521       32,690         831       67,234       64,718        2,516
Total operating expenses                 102,521       97,991       4,530      205,903      193,753       12,150

Operating income                      $   45,226    $  47,462    $ (2,236)   $  95,972    $  86,805    $   9,167


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

Electric Utility margin increased as a result of the following:



                                                             (in millions)
New rates and rider recovery                                $          4.2
Prior year mark-to-market on wholesale energy contracts                3.6
Lower pricing on new Wygen I PPA                                      (2.6)
Prior year Winter Storm Uri impacts (a)                               (2.4)

Other                                                                 (0.5)
Total increase in Electric Utility margin                   $          2.3


__________


(a)  In the first quarter 2021, our Electric Utilities accrued $3.2 million of
negative impacts to our regulated wholesale power margins due to the higher fuel
costs associated with Winter Storm Uri. Through regulatory actions in the second
quarter of 2021, our Electric Utilities were able to reduce $2.4 million of that
negative impact.

Operations and maintenance expense increased primarily due to higher outside
services expenses, higher cloud computing licensing costs and increased property
taxes due to a higher asset base.

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

Six Months Ended June 30, 2022 Compared to the Six Months Ended June 30, 2021:

Electric Utility margin increased as a result of the following:



                                                             (in millions)
Prior year TCJA-related bill credits (a)                    $          9.3
New rates and rider recovery                                           6.3
Prior year mark-to-market on wholesale energy contracts                5.1
Transmission services and off-system energy sales                      2.6
Customer load growth                                                   1.8
Prior year Winter Storm Uri impacts (b)                                1.2
Lower pricing on new Wygen I PPA                                      (5.1)
Weather                                                               (0.2)
Other                                                                  0.3
Total increase in Electric Utility margin                   $         21.3


__________


(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)  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 maintenance expenses driven by planned generation outages, higher fuel costs, higher outside services expenses and increased property taxes due to a higher asset base.

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


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Operating Statistics

                                                 Revenue (in thousands)                                                   Quantities Sold (MWh)
                                      Three Months Ended         Six Months Ended                      Three Months Ended                       Six Months Ended
                                           June 30,                  June 30,                               June 30,                                June 30,
                                       2022         2021         2022         2021                  2022                2021                2022                2021

Residential                        $  52,853    $  53,451    $ 115,102    $ 126,211                 323,775             335,063           715,357                 731,149
Commercial                            68,756       66,809      133,109      143,816                 509,830             501,463         1,000,248                 994,418
Industrial                            38,190       35,186       73,598       78,195                 464,928             441,793           928,696                 856,984
Municipal                              4,992        4,382        9,567        9,402                  40,240              39,863            75,545                  76,105
Subtotal Retail Revenue - Electric   164,791      159,828      331,377      357,624               1,338,773           1,318,182         2,719,846               2,658,656
Contract Wholesale                     4,339        3,010       10,262        8,932                 150,645             129,763           332,852                 286,758
Off-system/Power Marketing
Wholesale                              8,666        7,266       15,820       12,038                 144,425             148,981           304,866                 209,202
Other (a)                             16,400       11,399       32,463       26,005                       -                   -                 -                       -
Total Regulated                      194,197      181,503      389,921      404,599               1,633,843           1,596,926         3,357,564               3,154,616
Non-Regulated (b)                     10,182        9,513       20,995       21,821                  72,770              61,408           161,864                 140,923

Total Revenue and Quantities Sold $ 204,379 $ 191,016 $ 410,917 $ 426,420

               1,706,613           1,658,334         3,519,428       

3,295,539


Other Uses, Losses or Generation,
net (c)                                                                                              98,323              94,932           211,609                 227,680
Total Energy                                                                                      1,804,936           1,753,266         3,731,037               3,523,219


__________

(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.



                                      Revenue (in thousands)                                 Quantities Sold (MWh)
                                 Three Months Ended June 30,                 Six Months Ended June 30,                   Three Months Ended June 30,    

Six Months Ended June 30,


                                      2022             2021                      2022              2021                   2022                 2021                 2022               2021
Colorado Electric             $       71,197       $  64,009             $       146,642       $ 143,446                568,890              596,364            1,188,478            1,150,344
South Dakota Electric                 76,195          72,640                     154,792         166,769                600,172              581,628            1,244,395            1,163,476
Wyoming Electric                      47,146          45,601                      89,235          95,551                464,781              418,934              924,691              840,796
Integrated Generation                  9,841           8,766                      20,248          20,654                 72,770               61,408              161,864              140,923
Total Revenue and Quantities
Sold                          $      204,379       $ 191,016             $       410,917       $ 426,420              1,706,613            1,658,334            3,519,428            3,295,539




                                                        Three Months Ended June 30,                    Six Months Ended June 30,
Quantities Generated and Purchased by Fuel
Type (MWh)                                             2022                    2021                    2022                  2021
Generated:
Coal                                                   589,438                 623,822               1,252,876               1,241,956

Natural Gas and Oil                                    262,157                 377,155                 558,579                 750,941
Wind                                                   244,456                 195,736                 498,024                 409,583
Total Generated                                      1,096,051               1,196,713               2,309,479               2,402,480

Purchased:


Coal, Natural Gas, Oil and Other Market
Purchases                                              608,045                 481,346               1,196,205                 945,887
Wind                                                   100,840                  75,207                 225,353                 174,852
Total Purchased                                        708,885                 556,553               1,421,558               1,120,739

Total Generated and Purchased                        1,804,936               1,753,266               3,731,037               3,523,219


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                                                        Three Months Ended June 30,                    Six Months Ended June 30,
Quantities Generated and Purchased (MWh)               2022                    2021                    2022                  2021
Generated:
Colorado Electric                                      112,117                 110,821                 197,548                 201,077
South Dakota Electric                                  367,936                 442,665                 823,541                 911,481
Wyoming Electric                                       225,720                 222,540                 430,318                 396,530
Integrated Generation                                  390,278                 420,687                 858,072                 893,392
Total Generated                                      1,096,051               1,196,713               2,309,479               2,402,480

Purchased:
Colorado Electric                                      255,969                 251,648                 556,366                 471,893
South Dakota Electric                                  248,625                 154,633                 445,688                 296,635
Wyoming Electric                                       185,932                 135,177                 376,737                 307,602
Integrated Generation                                   18,359                  15,095                  42,767                  44,609
Total Purchased                                        708,885                 556,553               1,421,558               1,120,739

Total Generated and Purchased                        1,804,936               1,753,266               3,731,037               3,523,219




                                                          Three Months Ended June 30,                                                        Six Months Ended June 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                          556                    (5) %          595                    (6) %              3,271                     5  %        3,326                     2  %
South Dakota Electric                    1,221                    13  %        1,048                     2  %              4,469                     3  %        4,372                     3  %
Wyoming Electric                         1,159                    (3) %        1,221                     2  %              4,291                     2  %        4,482                     6  %
Combined (a)                               904                     3  %          875                     -  %              3,885                     4  %        3,915                     3  %

Cooling Degree Days:
Colorado Electric                          333                    24  %          300                    44  %                333                    24  %          300                    44  %
South Dakota Electric                      107                    15  %          167                    69  %                107                    15  %          167                    69  %
Wyoming Electric                           121                   102  %          117                   134  %                121                   102  %          117                   134  %
Combined (a)                               213                    28  %          218                    56  %                213                    28  %          218                    56  %


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


                                                  Three Months Ended June 30,          Six Months Ended June 30,
Contracted generating facilities Availability
by fuel type (a)                                    2022              2021              2022              2021
Coal (b) (c)                                            82.1  %           86.1  %           86.3  %           86.2  %
Natural gas and diesel oil                              95.1  %           97.6  %           95.2  %           93.8  %
Wind                                                    93.8  %           96.8  %           94.7  %           95.3  %
Total Availability                                      91.4  %           94.4  %           92.7  %           92.1  %

Wind Capacity Factor                                    39.8  %           31.0  %           40.9  %           34.1  %


__________

(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.


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Gas Utilities

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



                                       Three Months Ended June 30,          

Six Months Ended June 30,


                                     2022          2021       Variance       2022         2021       Variance
Revenue:
Natural gas - regulated          $  258,349    $ 172,465    $  85,884    $ 854,807    $ 550,542    $ 304,265
Other - non-regulated                15,821       13,585        2,236       40,755       38,027        2,728
Total revenue                       274,169      186,050       88,119      895,561      588,569      306,992

Cost of natural gas sold:
Natural gas - regulated             126,704       62,317       64,387      510,416      245,284      265,132
Other - non-regulated                 5,040          798        4,242       

6,055 10,881 (4,826) Total cost of natural gas sold 131,744 63,115 68,629 516,471 256,165 260,306

Gas Utility margin (non-GAAP) 142,425 122,935 19,490 379,090 332,404 46,686



Operations and maintenance           83,689       77,263        6,426      170,130      159,463       10,667
Depreciation and amortization        30,541       25,687        4,854       57,225       50,862        6,363
Total operating expenses            114,230      102,950       11,280      227,355      210,325       17,030

Operating income                 $   28,195    $  19,985    $   8,210    $ 151,735    $ 122,079    $  29,656

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

Gas Utility margin increased as a result of the following:


                                                                 (in 

millions)

Carrying costs on Winter Storm Uri regulatory asset (a) $ 12.3 New rates and rider recovery

4.6


Current and prior year TCJA-related bill credits (b)                       

2.2


Increased transportation and transmission volumes                          

1.9


Residential customer growth and increased usage per customer               

1.5


Mark-to-market on non-utility natural gas commodity contracts             (4.3)
Weather                                                                   (0.2)
Other                                                                      1.5
Total increase in Gas Utility margin                            $         

19.5

__________


(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 three months ended
June 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) In June 2021, Nebraska Gas provided $2.9 million TCJA-related bill credits
to its customers. For the three months ended June 30, 2022, Kansas Gas provided
$0.7 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 an
immateriall impact to Net income.


Operations and maintenance expense increased primarily due to higher outside services and materials expenses, increased bad debt expense primarily attributable to higher billings, higher cloud computing licensing costs and higher vehicle expenses due to higher fuel costs.

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


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Six Months Ended June 30, 2022 Compared to the Six Months Ended June 30, 2021:

Gas Utility margin increased as a result of the following:


                                                                              (in millions)
New rates and rider recovery                                               $            17.4
Carrying costs on Winter Storm Uri regulatory asset (a)                                 14.6

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

              8.2
Residential customer growth and increased usage per customer                             4.5
Increased transportation and transmission volumes                                        1.5
Current and prior year TCJA-related bill credits (c)                                     1.4
Weather                                                                                 (1.0)
Mark-to-market on non-utility natural gas commodity contracts                           (0.9)
Other                                                                                    1.0
Total increase in Gas Utility margin                                       $            46.7


__________


(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 six months ended
June 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) In June 2021, Nebraska Gas provided $2.9 million TCJA-related bill credits
to its customers. For the three months ended June 30, 2022, Kansas Gas provided
$1.5 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 higher cloud
computing licensing costs, higher outside services and materials expenses,
increased bad debt expense primarily attributable to higher billings, higher
vehicle expenses due to higher fuel costs and increased property taxes due to a
higher asset base.

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         Six Months Ended                        Three Months Ended                          Six Months Ended
                                    June 30,                  June 30,                                 June 30,                                   June 30,
                                2022         2021         2022         2021                   2022                  2021                   2022                2021

Residential                 $ 143,127    $  98,370    $ 519,171    $ 332,767                8,523,755             8,575,051             40,338,005           39,143,789
Commercial                     61,182       36,888      219,824      127,977                4,499,245             4,493,931             19,130,948           18,306,252
Industrial                     16,875        5,811       26,113       10,713                2,150,532             1,337,672              3,315,115            2,235,961
Other                           2,300         (418)       5,072         (890)                       -                     -                      -                    -
Total Distribution            223,483      140,651      770,179      470,567               15,173,532            14,406,654             62,784,068           59,686,002

Transportation and
Transmission                   34,865       31,814       84,627       79,975               37,623,610            34,074,214             82,668,813           79,388,652

Total Regulated               258,349      172,465      854,807      550,542               52,797,142            48,480,868            145,452,881          139,074,654

Non-regulated Services         15,821       13,585       40,755       38,027                        -                     -                      -                    -

Total Revenue and
Quantities Sold             $ 274,169    $ 186,050    $ 895,561    $ 588,569               52,797,142            48,480,868            145,452,881          139,074,654


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

Arkansas Gas             $  51,815    $  32,994    $ 179,624    $ 119,988                5,445,450            5,718,417            18,373,186          19,025,151
Colorado Gas                50,328       34,190      170,381      113,312                6,365,777            5,957,285            19,784,461          19,323,300
Iowa Gas                    42,050       29,831      162,629       86,585                8,178,613            7,016,613            23,554,795          21,330,586
Kansas Gas                  35,482       21,163       94,333       61,226                8,762,807            7,155,427            19,751,874          17,618,224
Nebraska Gas                62,337       43,037      196,571      136,135               16,714,480           15,822,880            44,050,254          43,106,981
Wyoming Gas                 32,157       24,835       92,023       71,323                7,330,015            6,810,246            19,938,311          18,670,412
Total Revenue and
Quantities Sold          $ 274,169    $ 186,050    $ 895,561    $ 588,569               52,797,142           48,480,868           145,452,881         139,074,654




                                                     Three Months Ended June 30,                                               Six Months Ended June 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)                       271            (18)%           383               16%                    2,370           (3)%           2,504               3%
Colorado Gas                           817            (14)%           865               (9)%                   3,763           (3)%           3,830              (1)%
Iowa Gas                               803             17%            691                1%                    4,382            8%            4,113               1%
Kansas Gas (a)                         436            (2)%            493               10%                    3,020            4%            3,069               5%
Nebraska Gas                           679             7%             624               (1)%                   3,720            1%            3,721               1%
Wyoming Gas                           1,326            9%            1,200              (1)%                   4,598            4%            4,625               5%
Combined (b)                           768             2%             739                1%                    3,933            2%            3,925               2%


__________
(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 June 30,             Six Months Ended June 30,
                              2022            2021    Variance       2022        2021     Variance

Operating (loss) $ (1,032) $ (181) $ (851) $ (1,965) $ (3,303) $ 1,338

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

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

Six Months Ended June 30, 2022 Compared to the Six Months Ended June 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.




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Consolidated Interest Expense, Other Income and Income Tax Expense

                                               Three Months Ended June 30,             Six Months Ended June 30,
                                              2022          2021      Variance       2022         2021       Variance
                                                                         (in thousands)
Interest expense, net                    $   (38,764)   $ (38,202)   $   (562)   $ (77,309)   $ (75,802)   $  (1,507)
Other income, net                              1,563         (191)   $  1,754    $   2,267    $      75    $   2,192
Income tax benefit (expense)                     658         (586)   $  

1,244 $ (13,830) $ (1,080) $ (12,750)

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



Interest Expense, net

Interest expense, net was comparable to the same period in the prior year.

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 partially offset by higher
non-service pension costs primarily driven by a higher discount rate.

Income Tax Benefit (Expense)

Income tax benefit increased due to a lower effective tax rate partially offset by higher pre-tax income. For the three months ended June 30, 2022, the effective tax rate was (1.9)% compared to 2.0% for the same period in 2021. See

Note 11 of the Notes to Condensed Consolidated Financial Statements for discussion of effective tax rate variances.

Six Months Ended June 30, 2022 Compared to the Six Months Ended June 30, 2021:

Interest Expense, net

The increase in Interest expense, net was due to higher interest rates and higher debt balances primarily driven by Winter Storm Uri.

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 partially offset by higher
non-service pension costs primarily driven by a higher discount rate.

Income Tax Benefit (Expense)



Income tax expense increased due to higher pre-tax income and a higher effective
tax rate. For the six months ended June 30, 2022, the effective tax rate was
8.1% compared to 0.8% for the same period in 2021. See   Note 11   of the Notes
to Condensed Consolidated Financial Statements for discussion of effective tax
rate variances.


                        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 six months ended June 30, (in thousands):



           Cash provided by (used in):       2022         2021       Variance
           Operating activities          $  442,030   $ (250,173)  $  692,203
           Investing activities          $ (291,385)  $ (309,737)  $   18,352
           Financing activities          $ (149,093)  $  554,905   $ (703,998)



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Table of Contents Six Months Ended June 30, 2022 Compared to the Six Months Ended June 30, 2021

Operating Activities:

Net cash provided by (used in) operating activities was $692 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 $26 million higher
for the six months ended June 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 $670 million higher, primarily attributable to:



•Cash inflows increased by $679 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 $44 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 $36 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 $4.0 million for other operating activities which was primarily driven by changes in contractor retainage balances.

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 $294 million for the six months ended June 30, 2022
compared to $319 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 $7.3 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 used in financing activities was $704 million higher than the same period in 2021. The variance to the prior year was primarily attributable to:

•Cash inflows decreased $680 million due to short-term and long-term repayments in excess of borrowings which was primarily driven by prior year term loan borrowings related to Winter Storm Uri;

•Cash inflows decreased $20 million due to decreased issuances of common stock;

•Cash outflows increased $6.0 million due to increased dividends paid on common stock; and

•Cash inflows increased by $1.4 million for other financing activities.


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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 (in millions):



                                                        Short-term 

borrowings Letters of Credit (a)


                                             Current              at                    at             Available Capacity at
Credit Facility            Expiration        Capacity       June 30, 2022          June 30, 2022           June 30, 2022
Revolving Credit
Facility and CP
Program                   July 19, 2026    $     750    $               335    $               14    $                  401


__________

(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 June 30, 2022 was 1.74%. Short-term borrowing activity for the six months ended June 30, 2022 was:



                                                                          (dollars in millions)
Maximum amount outstanding (based on daily outstanding balances)         $              429

Average amount outstanding (based on daily outstanding balances) $

             326
Weighted average interest rates                                                        0.82     %



Covenant Requirements

The Revolving Credit Facility and Wyoming Electric's financing agreements
contain covenant requirements. We were in compliance with these covenants as of
June 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,
our Revolving Credit Facility and CP Program and issuing common stock under the
ATM.


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 June 30, 2022:



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


__________
(a)  On October 20, 2021, 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 September 17, 2021, Fitch reported BBB+ rating and maintained a Stable
outlook.

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The following table represents the credit ratings of South Dakota Electric at
June 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 September 17, 2021, Fitch reported A rating.


Capital Requirements

Capital Expenditures

                                Actual                                      Forecasted
Capital Expenditures by    Six Months Ended
Segment                   June 30, 2022 (a)          2022 (b)      2023        2024        2025        2026
(in millions)
Electric Utilities        $           120          $     239    $    205    $    285    $    231    $    155
Gas Utilities                         150                363         383         386         349         346
Corporate and Other                     4                  9          12          13          13          13
Incremental Projects (c)                -                  -           -           -          60         140
                          $           274          $     611    $    600    $    684    $    653    $    654


__________
(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 six months ended June 30,
2022.
(c)  These represent projects that are being evaluated by our segments for
timing, cost and other factors.

Dividends



Dividends paid on our common stock totaled $77 million for the six months ended
June 30, 2022, or $0.595 per share per quarter. On July 25, 2022, our board of
directors declared a quarterly dividend of $0.595 per share payable September 1,
2022, equivalent to an annual dividend of $2.38 per share. The amount of any
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.

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