Direct Testimony of Linden R. Evans on Behalf

APSC FILED Time: 8/10/2015 1:31:31 PM: Recvd 8/10/2015 1:29:34 PM: Docket 15-078-U-Doc. 5

BEFORE THE ARKANSAS PUBLIC SERVICE COMMISSION

IN THE MATTER OF THE JOINT ) APPLICATION OF SOURCEGAS ) ARKANSAS INC., SOURCEGAS INC., ) SOURCEGAS LLC, SOURCEGAS ) DOCKET NO. 15-078-U HOLDINGS LLC, AND BLACK HILLS ) UTILITY HOLDINGS, INC. FOR ALL ) NECESSARY AUTHORIZATIONS AND ) APPROVALS FOR BLACK HILLS UTILITY ) HOLDINGS, INC. TO ACQUIRE ) SOURCEGAS HOLDINGS LLC ______

DIRECT TESTIMONY

LINDEN R. EVANS

ON BEHALF OF BLACK HILLS UTILITY HOLDINGS, INC.

August 10, 2015

APSC FILED Time: 8/10/2015 1:31:31 PM: Recvd 8/10/2015 1:29:34 PM: Docket 15-078-U-Doc. 5

Table of Contents

I. Introduction and Background ...... 1

II. Statement of Qualifications ...... 1

III. Purpose and Summary of Testimony ...... 2

IV. Black Hills Corporation and Its Operating Subsidiaries ...... 3

V. The Transaction ...... 9

VI. Black Hills’ Experience in Acquiring and Integrating New Utility Operations ...... 11

VII. Benefits of the Transaction ...... 14

VIII. Required Approvals ...... 14

IV. Conclusion ...... 15

Black Hills UtilityAPSC Holdings, FILED Time: Inc. 8/10/2015 1:31:31 PM: Recvd 8/10/2015 1:29:34 PM: Docket 15-078-U-Doc. 5 Direct Testimony of Linden Evans Docket No. 15-078-U 1 I. INTRODUCTION AND BACKGROUND

2 Q. PLEASE STATE YOUR NAME AND BUSINESS ADDRESS.

3 A. My name is Linden R. Evans. My business address is 625 9th Street, Rapid City, South

4 Dakota 57701.

5 Q. BY WHOM ARE YOU EMPLOYED AND IN WHAT CAPACITY?

6 A. I am employed by Black Hills Corporation (“Black Hills”), as President and Chief

7 Operating Officer – Utilities. I am the executive responsible for managing and

8 implementing the strategic objectives for Black Hills’ utility businesses. My

9 responsibilities include ensuring the retail utility companies are managed efficiently and

10 in a manner to provide safe, reliable, and reasonably-priced natural gas and electric

11 service to customers, and long term value to our shareholders. This responsibility

12 includes maintaining open and quality relationships with our stakeholders – including

13 customers, regulators, the communities we serve, employees and shareholders.

14 Q. ON WHOSE BEHALF ARE YOU TESTIFYING?

15 A. I am testifying on behalf of one of the Joint Applicants, Black Hills Utility Holdings, Inc.

16 (“BHUH”). BHUH is a subsidiary of Black Hills.

17 II. STATEMENT OF QUALIFICATIONS

18 Q. PLEASE DESCRIBE YOUR EDUCATIONAL AND BUSINESS BACKGROUND.

19 A. I graduated from the University of Missouri – Rolla in 1984 with a Bachelor of Science

20 degree in Mining Engineering, and received my Juris Doctorate degree from the

21 Northwestern School of Law of the Lewis & Clark College in Portland, Oregon in 1992.

22 From 1984 to 1988 I was employed as a mining engineer with St. Joe Minerals

23 Corporation. From 1988 to 1990 I was employed as a mining engineer with Homestake

2 primarily in South Dakota. From May 2001 to December 2003 I served as Associate

3 Counsel in the Office of the General Counsel for Black Hills. From December 2003 to

4 October 2004 I served as the Vice President and General Manager of Black Hills

5 FiberCom, a former communications subsidiary of Black Hills. I was appointed to my

6 current position as President and Chief Operating Officer – Utilities of Black Hills in

7 October of 2004.

8 Q. HAVE YOU PREVIOUSLY TESTIFIED BEFORE THIS COMMISSION?

9 A. No, I have not previously testified before this Commission.

10 III. PURPOSE AND SUMMARY OF TESTIMONY

11 Q. PLEASE SUMMARIZE YOUR TESTIMONY.

12 A. My testimony supports the Joint Application seeking all necessary approvals from the

13 Commission for BHUH to acquire SourceGas Holdings LLC (“SourceGas Holdings”),

14 the indirect parent of SourceGas Arkansas Inc. (“SGA”), a regulated gas utility in

15 Arkansas, and direct parent of SourceGas LLC (the “Transaction”). I provide background

16 regarding Black Hills, and describe this Transaction, our reasons for acquiring SGA, and

17 the benefits that will follow by adding SGA’s operations and customers to Black Hills’

18 existing utility operations. I begin by describing Black Hills’ background, corporate

19 structure, and experience in utility operations. (Section IV) I provide a high level

20 overview of the acquisition, explaining how SGA’s utility operations fit well with Black

21 Hills’ core strategy and complement Black Hills’ existing operations. (Section V) I

22 provide background on Black Hills’ experience in integrating newly acquired utility

23 operations based on its experience in past acquisitions. (Section VI) I summarize the

2 regulatory approvals that will be required in order to close this Transaction. (Section

3 VIII)

4 Q. WAS YOUR TESTIMONY PREPARED BY YOU OR UNDER YOUR

5 SUPERVISION?

6 A. Yes.

7 IV. BLACK HILLS CORPORATION AND ITS OPERATING SUBSIDIARIES 8 9 Q. PLEASE PROVIDE A BASIC OVERVIEW OF BLACK HILLS AND ITS

10 SUBSIDIARIES.

11 A. Black Hills is a diversified energy company based in Rapid City, South Dakota with

12 corporate offices in Denver, Colorado, and Papillion, Nebraska. Joint Application

13 Exhibit 4 to the Joint Application is the current organizational chart of Black

14 Hills. Black Hills was formed as a “holding company” under the Public Utility Holding

15 Company Act, and maintains that structure today. Black Hills has approximately 2,100

16 employees, with assets totaling approximately $4.3 billion. Black Hills, through its

17 subsidiaries, provides regulated natural gas and electric utility service to approximately

18 785,000 customers in Colorado, Iowa, Kansas, Montana, Nebraska, South Dakota, and

19 Wyoming. The Black Hills companies operate in two major business groups: 1) Utilities

20 – which deliver retail electric and natural gas service; and 2) Non-regulated Energy –

21 which is involved in various wholesale energy businesses.

2 OPERATIONS.

3 A. Beginning with Black Hills Power, Inc. (“Black Hills Power”) and its predecessors,

4 Black Hills companies have been serving the Black Hills region since 1883. Black Hills

5 companies have a long and well-established history of providing safe and reliable utility

6 service. Black Hills conducts its regulated electric and gas utility businesses through

7 three subsidiaries: BHUH, Black Hills Power, Inc. (“Black Hills Power”) and Cheyenne

8 Light, Fuel and Power Company (“Cheyenne Light”). BHUH is the entity acquiring

9 SourceGas Holdings in the Transaction. Cheyenne Light, as well as a number of

10 operating utility entities under BHUH, provide both electric and gas utility service.

11 Black Hills Power provides electric utility service. Black Hills has proven expertise in

12 operating utilities, as well as its nonregulated assets, and is committed to providing safe,

13 reliable, and high quality utility service at just and reasonable rates. Attached as Direct

14 Exhibit LRE-1 is are the biographies of Black Hills’ Senior Management.

15 Q. PLEASE DESCRIBE BLACK HILLS POWER’S OPERATIONS.

16 A. Black Hills Power is subject to regulation as a public utility under the public utility laws

17 of the states of South Dakota, Wyoming, and Montana with respect to retail electric rates

18 and charges and the issuance of most of its securities. Black Hills Power is also subject

19 to regulation by the Federal Energy Regulatory Commission ("FERC") pursuant to the

20 Federal Power Act with respect to the classification of accounts, rates for wholesale sales

21 of electricity, the interstate transmission of electric power and energy, interconnection

22 agreements, and acquisitions and sales of certain utility properties.

2 municipal and investor-owned utility customers in Wyoming and Nebraska and to

3 other off-system wholesale customers throughout the western United States under rate

4 schedules and tariffs on file with the FERC. Black Hills Power owns and operates

5 approximately 445 MW of generating capacity located in South Dakota and

6 Wyoming that it uses to serve its retail and wholesale customers and also to make off-

7 system wholesale electric capacity and energy sales.

8 Black Hills Power owns 2,483 miles of low voltage distribution lines serving its

9 retail customers. It also owns 494 miles of 69 kV lines and owns or jointly owns 567

10 miles of 230 kV transmission lines in South Dakota, Wyoming, and Nebraska. Black

11 Hills Power operates its transmission system as part of the "Common Use System," a

12 jointly-operated system comprising the transmission facilities of Black Hills Power,

13 Basin Electric Power Cooperative ("Basin Electric"), and Powder River Energy

14 Corporation ("PRECorp"). Black Hills Power serves as Joint Tariff Administrator for the

15 joint open access transmission tariff on file with the FERC under which Black Hills

16 Power, Basin Electric, and PRECorp provide transmission service on the Common

17 Use System ("Joint OATT"). Because of the system's isolated location, Black Hills

18 Power provides transmission service to only a small number of third-party customers.

19 Black Hills Power and Basin Electric jointly own an AC-DC-AC transmission tie

20 (or converter station), located near Rapid City, South Dakota ("Rapid City Tie"), that

21 provides an electric interconnection between the Western and Eastern transmission grids

22 in the United States. The Rapid City Tie provides 200 MW of electric transfer capability

23 in each direction between the Western and Eastern grids. Transmission service over the

2 energy flows on the Rapid City Tie gives it the ability to buy and sell energy in the

3 Eastern interconnection, creating valuable opportunities for Black Hills Power to market

4 surplus energy generated in the west or to purchase energy generated in the east for

5 consumption in the west.

6 Q. PLEASE DESCRIBE CHEYENNE LIGHT’S OPERATIONS.

7 Cheyenne Light’s principal place of business is located at 1301 West 24th Street,

8 Cheyenne, Wyoming 82001. Cheyenne Light is a corporation, incorporated on May 21,

9 1900 under the laws of Wyoming. It is a subsidiary of Black Hills Corporation.

10 Cheyenne Light is an electric and gas utility as described by the Wyoming public utility

11 statute, and is engaged in the generation, transmission and distribution of electric power

12 and energy and the distribution and sale of natural gas. Cheyenne Light, through its

13 divisions and subsidiaries, serves approximately 77,000 customers in more than 1,400

14 miles of certificated territory in southeast Wyoming and approximately 400 and 6700

15 customers in certificated territories held in northeast and northwest Wyoming,

16 respectively. Cheyenne Light has two natural gas subsidiaries in Wyoming and an

17 interstate natural gas pipeline. Cheyenne Light acquired the MGTC system in Wyoming

18 on January 1, 2015 and operates the system as Black Hills Energy, a division of

19 Cheyenne Light. Cheyenne Light serves approximately 400 customers over

20 approximately 271 miles of transmission main and approximately 131 miles of

21 distribution main located in Campbell, Converse, Crook, Johnson and Weston Counties,

22 Wyoming. In July, 2015, Cheyenne Light’s acquisition of Energy West Wyoming, Inc.

23 was approved and the name changed to Black Hills Northwest Wyoming Gas Utility

2 County, Wyoming. The system consists of 401 miles of distribution main and 197 miles

3 of transmission main. Cheyenne Light also owns an interstate pipeline subsidiary known

4 as Shoshone Pipeline, which is regulated by the Federal Energy Regulatory Commission.

5 The Shoshone Pipeline consists of piping, compression and related facilities in Montana

6 and Wyoming. The Shoshone Pipeline is approximately 30 miles long and runs from an

7 interconnection with transmission facilities of BHNWGU at the north city gate of Cody,

8 Wyoming, to an interconnection with Montana Power Company’s pipeline near Warren,

9 Montana. The Shoshone Pipeline runs bidirectionally and serves the points of Cody,

10 Qualmay, and Warren.

11 Q. PLEASE DESCRIBE BLACK HILLS’ NATURAL GAS UTILITY OPERATIONS.

12 A. Through its various subsidiaries, Black Hills provides natural gas utility service to over

13 550,000 customers in five states. In Wyoming, Black Hills provides gas utility service

14 through Cheyenne Light and its divisions and subsidiaries. In Colorado, Nebraska,

15 Kansas, and Iowa, Black Hills’ regulated utility providers are subsidiaries of BHUH, and

16 these utilities conduct business as “Black Hills Energy.” In addition, BHUH holds shared

17 resources and assets, including resources and assets related to gas supply services,

18 information technology, customer information, billing and collections, and call

19 centers. In each of these states, the cost of the goods and services provided by BHUH to

20 the operating utilities for the use of these shared resources are allocated through a service

21 agreement applying cost allocations consistent with applicable state requirements. Mr.

22 Kyle White, Black Hills’ Vice President of Regulatory Affairs, explains these shared

23 resources and associated cost allocation issues in more detail in his direct testimony.

2 ENERGY GROUP OF BLACK HILLS?

3 A. Black Hills conducts its non-regulated energy businesses through a subsidiary, Black

4 Hills Non-Regulated Holdings, LLC, which has three direct subsidiaries: Black Hills

5 Electric Generation, LLC ("Black Hills Generation"), Black Hills Exploration and

6 Production, Inc. ("BHEP"), and Wyodak Resources Development Corp. ("Wyodak

7 Resources").

8 Black Hills Generation’s power production business owns and operates

9 approximately 200 MW of unregulated generating capacity in Colorado and 68.9 MW of

10 unregulated generating capacity in Wyoming. The power production from facilities

11 owned by Black Hills Generation is dedicated to Black Hills’ electric utilities under

12 power purchase agreements.

13 BHEP's oil and gas exploration and production business is involved in the

14 acquisition, exploration, development, and production of crude oil and natural gas.

15 BHEP holds operated and non-operated interests in oil and gas properties in several

16 states in the western United States. BHEP also owns and operates natural gas gathering

17 pipeline systems, along with associated gas compression and treating facilities.

18 Wyodak Resources' coal mining business mines and processes low-sulfur, sub-

19 bituminous coal at the Wyodak coal mine near Gillette, Wyoming. The Wyodak mine

20 has approximately 50 years of coal reserves at current production levels, and is the oldest

21 continually operating coal mine in Wyoming's Powder River Basin. The majority of the

22 coal produced at the Wyodak mine is sold to on-site, mine-mouth generation facilities.

2 PacifiCorp dba Rocky Mountain Power.

3 Q. WHAT IS BLACK HILLS’ PHILOSOPHY IN SERVING ITS CUSTOMERS?

4 A. We believe customers want safe and reliable gas and electric service at a fair and stable

5 price from a company that cares about them and their communities. This is what we

6 strive for and this is the standard upon which we judge our efforts. We work hard at

7 building beneficial relationships because we recognize that the best results come from

8 effective partnership. This is our belief and our experience supports it. Black Hills is

9 qualified by its experience and financial strength to meet all of the demands associated

10 with operating SGA’s gas utility business and continuing to provide superior service to

11 SGA’s customers.

12 V. THE TRANSACTION

13 Q. PLEASE EXPLAIN THE TRANSACTION THAT IS THE SUBJECT OF THE

14 JOINT APPLICATION.

15 A. Pursuant to the Purchase and Sale Agreement dated July 12, 2015 (“Agreement”), BHUH

16 will acquire SourceGas Holdings, the indirect owner of SGA. Black Hills, through

17 BHUH, will thereby become the indirect owner of SGA. SGA and its affiliates provide

18 gas utility service to approximately 425,000 customers in Arkansas, Colorado, Nebraska,

19 and Wyoming. At closing of the Transaction, BHUH will acquire a 99.5% ownership

20 interest in SourceGas Holdings. The Joint Applicants would like to complete this closing

21 by February 1, 2016. Thereafter, BHUH will have an option to acquire the remaining

22 0.5% interest in SourceGas Holdings. Mr. Richard Kinzley, Senior Vice-President and

2 0.5% option in his testimony.

3 Q. HOW WILL SGA BE INTEGRATED INTO BLACK HILLS’ CORPORATE

4 STRUCTURE?

5 A. Following closing, Black Hills will continue to operate SGA as a jurisdictional utility in

6 Arkansas under a new name: Black Hills Energy — Arkansas, Inc., d/b/a/ Black Hills

7 Energy. Initially, Black Hills will adopt all of SGA’s existing tariffs setting forth the

8 rates, charges, rules and regulations on file with the Commission, and anticipates

9 changing only the provider name for these tariffs. The Transaction will not affect, in the

10 near term, the functions of SGA’s retail business, such as gas supply contracting and

11 management, system operation and maintenance activities, safety and service reliability,

12 customer service functions, billing operations, and regulatory relationships.

13 Q. HOW WILL SGA’S GAS UTILITY OPERATIONS FIT WITH BLACK HILLS’

14 EXISTING GAS UTILITY OPERATIONS?

15 A. Black Hills is a well-established owner and operator of regulated electric and natural gas

16 utilities, and SGA’s gas utility operations will be an excellent fit with Black Hills’

17 existing operations. This Transaction is consistent with our strategy to grow our

18 customer base by acquiring utilities near our existing operations, and the service

19 territories of SGA and its affiliate SourceGas Distribution LLC (“SGD”) are a logical

20 extension of those existing operations. The Transaction will expand Black Hills’ existing

21 footprint in our core region, including Colorado, Nebraska, and Wyoming, and will add

22 operations in a new state, Arkansas. In addition, SGA’s customers are similar to Black

23 Hills’ existing customers, as they are located in comparable areas. Black Hills’

2 foundation and access to substantial capital resources for the benefit of the local

3 distribution system in Arkansas and its customers. Financial information relative to

4 Black Hills and this Transaction is provided in more detail in Mr. Kinzley’s direct

5 testimony.

6 VI. BLACK HILLS’ EXPERIENCE IN ACQUIRING AND 7 INTEGRATING NEW UTILITY OPERATIONS

8 Q. PLEASE SUMMARIZE BLACK HILLS’ EXPERIENCE IN ACQUIRING AND

9 INTEGRATING NEW UTILITY OPERATIONS.

10 A. As I previously indicated, Black Hills, initially through Black Hills Power and its

11 predecessors, has been providing safe and reliable utility service since 1883. In 2004,

12 Black Hills had approximately 62,000 gas and electric utility customers, but we have

13 grown considerably since that time. Providing gas and electric utility service is our core

14 business and, while Black Hills over time has divested various other business units, we

15 have never divested any gas or electric utility operating company or subsidiary. Our

16 focus has been to grow our utility operations, and our recent history demonstrates our

17 commitment in that regard. In the past decade, Black Hills has acquired and successfully

18 integrated the utility operations of:

19 • Cheyenne Light, a gas and electric utility in Wyoming;

20 • Aquila, Inc., a gas and electric utility in Colorado and a gas utility in Iowa,

21 Kansas and Nebraska;

22 • Several municipal gas utility operations in Kansas;

23 • MGTC, Inc., a gas utility in Wyoming; and

24 • Energy West Wyoming, Inc., a gas utility in Wyoming.

2 utility customers. After acquiring and integrating SGA and SGD through this

3 Transaction, Black Hills will have grown its customer base to more than 1,200,000

4 customers. Throughout these acquisitions and integrations, Black Hills continued to

5 provide safe and reliable utility service.

6 Q. EXPLAIN HOW BLACK HILLS’ EXPERIENCE IN INTEGRATING

7 ACQUIRED UTILITY OPERATIONS WILL BE BENEFICIAL IN THIS

8 TRANSACTION.

9 A. Black Hills’ past acquisition and integration experience will be of significant benefit in

10 allowing Black Hills to smoothly integrate SGA’s utility operations into Black Hills’

11 existing operations. Black Hills’ customer-focused service philosophy, in particular, has

12 made for successful integrations in prior acquisitions. To illustrate, when Black Hills

13 acquired Cheyenne Light in 2005, Cheyenne Light was suffering from customer service

14 and billing problems, challenges with regulators, and exposure to volatile purchased

15 power and natural gas costs. Black Hills undertook construction of new generation

16 capacity, and also successfully implemented an aggressive plan that dramatically

17 improved customer service and satisfaction, improved relations with regulators, and

18 improved natural gas procurement and supply.

19 Q. HOW WILL BLACK HILLS APPROACH THIS INTEGRATION OF SGA, AND

20 WHAT STEPS WILL BLACK HILLS TAKE TO ENSURE A SMOOTH

21 TRANSITION?

22 A. Black Hills has established a pre-closing transition team to provide for a smooth

23 transition of operations. I am heading the Black Hills transition team. We will pursue

2 four states to familiarize ourselves with each state’s operations, pending regulatory

3 matters, and issues that need to be addressed both in the short term and long term. The

4 Black Hills transition team is making assessments and developing specific plans for each

5 state to ensure a smooth transition. Black Hills will draw upon its utility operations

6 experience and its prior integration experiences – both of which are considerable – to

7 address specific issues that it identifies in each state. Mr. White further discusses in his

8 testimony specific steps Black Hills will take to ensure a seamless integration of the SGA

9 operations in this Transaction, including infrastructure integrity investment plans and

10 ring-fencing protections to insulate SGA from any adverse impacts from unregulated

11 affiliates.

12 Q. WHAT ARE BLACK HILLS’ PLANS WITH REGARD TO SGA’S LOCAL

13 MANAGEMENT TEAMS AND EMPLOYEES?

14 A. Black Hills has no current plans to change the local management of SGA. Thus,

15 following the Transaction, Black Hills will combine the existing managerial expertise

16 now located in the SGA retail business operations with Black Hills’ own managerial

17 expertise. Black Hills is fully committed to attracting, maintaining, and supporting

18 highly qualified employees needed to continue the level of customer service, accounting,

19 billing, and system support currently provided to SGA customers.

2 Q. PLEASE DESCRIBE THE BENEFITS OF THIS TRANSACTION.

3 A. First, the Transaction will benefit the local communities where SGA provides service.

4 Black Hills, like SGA, understands what it means to serve utility customers and will

5 continue to deliver the high quality of service that customers expect and deserve.

6 Second, Black Hills will also bring its long history of active partnership and

7 dedication to the local communities that Black Hills will serve. Black Hills believes

8 strongly in supporting the communities in which it provides utility service and takes part

9 in regional economic and community development through active participation in local

10 organizations. Its employees participate in many civic groups, leadership activities, and

11 local fund-raising efforts. Black Hills will continue these efforts for the betterment of the

12 people and communities it serves.

13 Third, the combination of SGA’s operations with Black Hills’ existing operations

14 will enhance operating scale, drive more efficient service delivery to the benefit of

15 customers, and bring a solid financial foundation and access to substantial capital

16 resources for the benefit of the local distribution system and customers.

17 VIII. REQUIRED APPROVALS

18 Q. WHAT REGULATORY APPROVALS WILL BE REQUIRED FOR BLACK

19 HILLS TO ACQUIRE SOURCEGAS HOLDINGS?

20 A. BHUH is contemporaneously seeking the approval of this Transaction from the state

21 commissions in Arkansas, Colorado, Nebraska, and Wyoming. In addition, Black Hills

22 will need to comply with the Hart-Scott-Rodino Antitrust Improvements Act of 1976

23 (“HSR Act”), which requires that parties to certain proposed mergers or acquisitions

2 Under the HSR Act, the parties may not close their deal until the waiting period outlined

3 in the HSR Act has passed, or the government has granted early termination of the

4 waiting period.

5 IX. CONCLUSION

6 Q. DO YOU HAVE A RECOMMENDATION TO THIS COMMISSION?

7 A. Yes. I urge the Commission to approve the Joint Application as I believe it is in the

8 public interest to do so for the reasons set forth in the Joint Application and supporting

9 testimony.

10 Q. DOES THIS CONCLUDE YOUR DIRECT TESTIMONY?

11 A. Yes.

APSC FILED Time: 8/10/2015 1:31:31 PM: Recvd 8/10/2015 1:29:34 PM: Docket 15-078-U-Doc. 5

CERTIFICATE OF SERVICE

I, Jana K. Law, do hereby certify that I have caused to be served a copy of the foregoing

Testimony and Exhibit upon all parties of record in Docket No. 15-078-U via electronic mail this

10th day of August, 2015.

/s/Jana K. Law Jana K. Law

APSC FILED Time: 8/10/2015 1:31:31 PM: Recvd 8/10/2015 1:29:34 PM: Docket 15-078-U-Doc. 5

BEFORE THE ARKANSAS PUBLIC SERVICE COMMISSION

Direct Exhibit LRE-1 Black Hills Senior Management Biographies APSC FILED Time: 8/10/2015 1:31:31 PM: Recvd 8/10/2015 1:29:34 PM: Docket 15-078-U-Doc. 5

Black Hills Senior Management Biographies

David R. Emery, has been Chairman, President and Chief Executive Officer since April 2005. Prior to that, he held various positions with the Company, including President and Chief Executive Officer and member of the Board of Directors from January 2004 to April 2005, President and Chief Operating Officer – Retail Business Segment from April 2003 to January 2004 and Vice President – Fuel Resources from January 1997 to April 2003. Mr. Emery has 25 years of experience with the Company.

Scott A. Buchholz, has been our Senior Vice President – Chief Information Officer since the closing of the Aquila Transaction in July 2008. Prior to joining the Company, he was Aquila’s Vice President of Information Technology from June 2005 until July 2008, Six Sigma Deployment Leader/Black Belt from January 2004 until June 2005, and General Manager, Corporate Information Technology from February 2002 until January 2004. He was employed with Aquila for 28 years.

Richard W. Kinzley, has been Senior Vice President and Chief Financial Officer since January 1, 2015. He served as Vice President – Corporate Controller from March 2013 to December 2014, Vice President – Strategic Planning and Development from September 2008 to March 2013, and as Director of Corporate Development from April 2000 to September 2008. Mr. Kinzley has 15 years of experience with the Company.

Linden R. Evans, has been President and Chief Operating Officer – Utilities since October 2004. Mr. Evans served as the Vice President and General Manager of our former communication subsidiary from December 2003 to October 2004, and served as Associate Counsel from May 2001 to December 2003. Mr. Evans has 14 years of experience with the Company.

Steven J. Helmers, has been our Senior Vice President, General Counsel and Chief Compliance Officer since January 2008. He served as Senior Vice President and General Counsel since January 2004 and as Senior Vice President, General Counsel and Corporate Secretary from 2001 to 2004. Mr. Helmers has 14 years of experience with the Company.

Brian G. Iverson, has been Senior Vice President – Regulatory and Government Affairs and Assistant General Counsel since November 2014. He served as Vice President and Treasurer from March 2011 to November 2014, Vice President – Electric Regulatory Services from July 2008 to March 2011 and as Corporate Counsel from February 2004 to July 2008. Mr. Iverson has 11 years of experience with the Company.

Robert A. Myers, has been our Senior Vice President – Chief Human Resources Officer since January 2009 and served as Interim Human Resources Executive since June 2008. He was a partner with Strategic Talent Solutions, a human resources consulting firm, from October 2006 until December 2008, Senior Vice President – Chief Human Resource Officer for Devon Energy from March 2006 until September 2006, and Senior Vice President – Chief Human Resource Officer at Reebok International, Ltd from November 2003 until January 2006. He has over 33 years of service in key human resources leadership roles.