BLACK HILLS CORP SD

For the period ended Dec 31, 2024. Filed Feb 12, 2025.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2024 · Filed Feb 12, 2025

BKH$87.04+0.8%Stored close · as of Nov 10, 2026

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Contents

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)

Documents filed as part of this report

Consolidated Financial Statements

Financial statements required under this item are included in Item 8 of Part II

Schedules

All other schedules have been omitted because of the absence of the conditions under which they are required or because the required information is included in our consolidated financial statements and notes thereto. Consolidated valuation and qualifying accounts are detailed within Note 1 of the Notes to the Consolidated Financial Statements in this Annual Report on Form 10-K.

Exhibits

Exhibits filed herewithin are designated by an asterisk (*). All exhibits not so designated are incorporated by reference to a prior filing, as indicated. Items constituting a board of director or management compensatory plan are designated by a cross (†).

Exhibit Number	Description
3.1	Restated Articles of Incorporation of the Registrant (filed as Exhibit 3 to the Registrant’s Form 8-K filed on February 5, 2018).
3.2	Amended and Restated Bylaws of the Registrant dated April 24, 2023, (filed as Exhibit 3.2 to the Registrant’s Form 8-K filed on May 3, 2023).
4.1	Indenture dated as of May 21, 2003 between the Registrant and Wells Fargo Bank, National Association (as successor to LaSalle Bank National Association), as Trustee (filed as Exhibit 4.1 to the Registrant’s Form 10-Q for the quarterly period ended June 30, 2003).
4.1-1	First Supplemental Indenture dated as of May 21, 2003, (filed as Exhibit 4.2 to the Registrant’s Form 10-Q for the quarterly period ended June 30, 2003).
4.1-2	Second Supplemental Indenture dated as of May 14, 2009, (filed as Exhibit 4 to the Registrant’s Form 8-K filed on May 14, 2009).
4.1-3	Third Supplemental Indenture dated as of July 16, 2010, (filed as Exhibit 4 to Registrant’s Form 8-K filed on July 15, 2010).
4.1-4	Fourth Supplemental Indenture dated as of November 19, 2013, (filed as Exhibit 4 to the Registrant’s Form 8-K filed on November 18, 2013).
4.1-5	Fifth Supplemental Indenture dated as of January 13, 2016, (filed as Exhibit 4.1 to the Registrant’s Form 8-K filed on January 13, 2016).
4.1-6	Sixth Supplemental Indenture dated as of August 19, 2016, (filed as Exhibit 4.1 to the Registrant’s Form 8-K filed on August 19, 2016).
4.1-7	Seventh Supplemental Indenture dated as of August 17, 2018, (filed as Exhibit 4.2 to the Registrant’s Form 8-K filed on August 17, 2018).
4.1-8	Eighth Supplemental Indenture dated as of October 3, 2019, (filed as Exhibit 4.1 to the Registrant’s Form 8-K filed on October 4, 2019).
4.1-9	Ninth Supplemental Indenture dated as of June 17, 2020, (filed as Exhibit 4.1 to the Registrant’s Form 8-K filed on June 17, 2020).
4.1-10	Tenth Supplemental Indenture dated as of August 26, 2021, (filed as Exhibit 4.1 to the Registrant’s Form 8-K filed on August 26, 2021).
4.1-11	Eleventh Supplemental Indenture dated as of March 7, 2023, (filed as Exhibit 4.1 to the Registrant's Form 8-K filed on March 7, 2023).
4.1-12	Twelfth Supplemental Indenture dated as of September 15, 2023, (filed as Exhibit 4.1 to the Registrant's Form 8-K filed on September 15, 2023).
4.1-13	Thirteenth Supplemental Indenture dated as of May 16, 2024, (filed as Exhibit 4.1 to the Registrant's Form 8-K filed on May 16, 2024).

4.2	Restated and Amended Indenture of Mortgage and Deed of Trust of Black Hills Corporation (now called Black Hills Power, Inc.) dated as of September 1, 1999, (filed as Exhibit 4.19 to the Registrant’s Post-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form S-3 (No. 333-150669)).
4.2-1	First Supplemental Indenture, dated as of August 13, 2002, between Black Hills Power, Inc. and The Bank of New York Mellon (as successor to JPMorgan Chase Bank), as Trustee (filed as Exhibit 4.20 to the Registrant’s Post-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form S‑3 (No. 333‑150669)).
4.2-2	Second Supplemental Indenture, dated as of October 27, 2009, between Black Hills Power, Inc. and The Bank of New York Mellon (filed as Exhibit 4.21 to the Registrant’s Post-Effective Amendment No. 2 to the Registrant’s Registration Statement on Form S-3 (No. 333-150669)).
4.2-3	Third Supplemental Indenture, dated as of October 1, 2014, between Black Hills Power, Inc. and The Bank of New York Mellon (filed as Exhibit 10.1 to the Registrant’s Form 8-K filed on October 2, 2014).
4.3	Restated Indenture of Mortgage, Deed of Trust, Security Agreement and Financing Statement, amended and restated as of November 20, 2007, between Cheyenne Light, Fuel and Power Company and Wells Fargo Bank, National Association (filed as Exhibit 10.2 to the Registrant’s Form 8-K filed on October 2, 2014).
4.3-1	First Supplemental Indenture, dated as of September 3, 2009, between Cheyenne Light, Fuel and Power Company and Wells Fargo Bank, National Association (filed as Exhibit 10.3 to the Registrant’s Form 8-K filed on October 2, 2014).
4.3-2	Second Supplemental Indenture, dated as of October 1, 2014, between Cheyenne Light, Fuel and Power Company and Wells Fargo Bank, National Association (filed as Exhibit 10.4 to the Registrant’s Form 8-K filed on October 2, 2014).
4.4	Form of Stock Certificate for Common Stock, Par Value $1.00 Per Share (filed as Exhibit 4.2 to the Registrant’s Form 10-K for 2000).
10.1†	Amended and Restated Pension Equalization Plan of Black Hills Corporation dated November 6, 2001, (filed as Exhibit 10.11 to the Registrant’s Form 10-K/A for 2001).
10.1-1†	First Amendment to Pension Equalization Plan (filed as Exhibit 10.10 to the Registrant’s Form 10-K for 2002).
10.1-2†	Grandfather Amendment to the Amended and Restated Pension Equalization Plan of Black Hills Corporation (filed as Exhibit 10.2 to the Registrant’s Form 10-K for 2008).
10.2†	Restoration Plan of Black Hills Corporation (filed as Exhibit 10.5 to the Registrant’s Form 10-K for 2008).
10.2-1†	First Amendment to the Restoration Plan of Black Hills Corporation dated July 24, 2011, (filed as Exhibit 10.2 to the Registrant’s Form 10-Q for the quarterly period ended June 30, 2011).
10.3†	Black Hills Corporation Non-qualified Deferred Compensation Plan as Amended and Restated effective January 1, 2011, (filed as Exhibit 10.4 to the Registrant’s Form 10-K for 2010).
10.3-1†	First Amendment to the Black Hills Corporation Nonqualified Deferred Compensation Plan as Amended and Restated effective January 1, 2011, (filed as Exhibit 10.5 to the Registrant’s Form 10-K for 2018).
10.4†	Black Hills Corporation Post-2018 Nonqualified Deferred Compensation Plan (filed as Exhibit 10.4 to the Registrant's Form 10-K for 2022).
10.5†	Black Hills Corporation 2005 Omnibus Incentive Plan (”Omnibus Plan”) (filed as Appendix A to the Registrant’s Proxy Statement filed April 13, 2005).
10.5-2†	Second Amendment to the Omnibus Plan (filed as Exhibit 10 to the Registrant’s Form 8-K filed on May 26, 2010).
10.6†	Black Hills Corporation Amended and Restated 2015 Omnibus Incentive Plan effective January 24, 2023, (filed as Exhibit 10.6 to the Registrant's Form 10-K for 2022).
10.7†	Form of Stock Option Agreement effective for awards granted on or after April 28, 2015, (filed as Exhibit 10.8 to Registrant’s Form 10-K for 2015).
10.8†	Form of Performance Unit Award Agreement for 2015 Omnibus Incentive Plan effective for awards granted on or after January 1, 2021, (filed as Exhibit 10.17 to the Registrant's Form 10-K for 2020).
10.9†	Form of Indemnification Agreement (filed as Exhibit 10.5 to the Registrant’s Form 8-K filed on September 3, 2004).
10.10†	Change in Control Agreement dated November 15, 2022, between Black Hills Corporation and Linden R. Evans (filed as Exhibit 10.17 to the Registrant's Form 10-K for 2022).

10.11†	Change in Control Agreements dated November 15, 2022, between Black Hills Corporation and its non-CEO Senior Executive Officers (filed as Exhibit 10.18 to the Registrant's Form 10-K for 2022).
10.12†	Outside Directors Stock Based Compensation Plan as Amended and Restated effective January 1, 2009, (filed as Exhibit 10.23 to the Registrant’s Form 10-K for 2008).
10.12-1†	First Amendment to the Outside Directors Stock Based Compensation Plan effective January 1, 2011, (filed as Exhibit 10.16 to the Registrant’s Form 10-K for 2010).
10.12-2†	Second Amendment to the Outside Director’s Stock Based Compensation Plan effective January 1, 2013, (filed as Exhibit 10.15 to the Registrant’s Form 10-K for 2012).
10.12-3†	Third Amendment to the Outside Director’s Stock Based Compensation Plan effective January 1, 2015, (filed as Exhibit 10.16 to the Registrant’s Form 10-K for 2014).
10.12-4†	Fourth Amendment to the Outside Director’s Stock Based Compensation Plan effective January 1, 2017, (filed as Exhibit 10.4 to the Registrant’s Form 10-Q for the quarterly period ended September 30, 2016).
10.12-5†	Fifth Amendment to the Outside Director’s Stock Based Compensation Plan effective January 1, 2018, (filed as Exhibit 10.16 to the Registrant’s Form 10-K for 2017).
10.12-6†	Sixth Amendment to the Outside Director’s Stock Based Compensation Plan effective January 1, 2019, (filed as Exhibit 10.18 to the Registrant’s Form 10-K for 2018).
10.13†	Form of Non-Disclosure and Non-Solicitation Agreement for Certain Employees (filed as Exhibit 10.8 to the Registrant’s Form 10-Q for the quarterly period ended March 31, 2016).
10.14	Equity Distribution Sales Agreement dated June 16, 2023, among Black Hills Corporation and the several Agents named therein (filed as Exhibit 1.1 to the Registrant’s Form 8-K filed on June 20, 2023).
10.15	Fourth Amended and Restated Credit Agreement dated as of July 19, 2021, (relating to $750 million Revolving Credit Facility), among Black Hills Corporation, as Borrower, the financial institutions party thereto, as Banks, and U.S. Bank, National Association, as Administrative Agent (filed as Exhibit 10.1 to the Registrant’s Form 8-K filed on July 19, 2021).
10.15-1	First Amendment to Fourth Amended and Restated Credit Agreement dated as of May 9, 2023, (relating to $750 million Revolving Credit Facility), among Black Hills Corporation, as Borrower, the financial institutions party thereto, as Banks, and U.S. Bank, National Association, as Administrative Agent (filed as Exhibit 10.1 to the Registrant's Form 10-Q filed on August 3, 2023).
10.15-2	Second Amendment to Fourth Amended and Restated Credit Agreement dated as of May 31, 2024, (relating to $750 million Revolving Credit Facility), among Black Hills Corporation, as Borrower, the financial institutions party there, as Banks, and U.S. Bank, National Association, as Administrative Agent (filed as Exhibit 10.1 to the Registrant's Form 8-K on June 5, 2024).
10.16†	Non-Employee Director Equity Compensation Plan effective January 1, 2022, (filed as Exhibit 10.25 to the Registrant's Form 10-K filed on February 15, 2022).
10.17†	Form of Restricted Stock Unit Award Agreement (Non-Employee Director) effective for awards granted on or after January 1, 2022, (filed as Exhibit 10.26 to the Registrant's Form 10-K filed on February 15, 2022).
10.18	Coal Leases between WRDC and the Federal Government-Dated October 1, 1965 (filed as Exhibit 5(k) to the Registrant’s Form S‑7, File No. 2‑60755)-Modified January 22, 1990 (filed as Exhibit 10(j) to the Registrant’s Form 10‑K for 1989).
10.19	Assignment of Mining Leases and Related Agreement effective May 27, 1997, between WRDC and Kerr-McGee Coal Corporation (filed as Exhibit 10(u) to the Registrant’s Form 10-K for 1997).
10.20†	Form of Restricted Stock Award Agreement for the Amended and Restated 2015 Omnibus Incentive Plan effective for awards granted on or after January 24, 2023, (filed as Exhibit 10.30 to the Registrant's Form 10-K for 2022).
10.21†	Form of Performance Unit Award Agreement for the Amended and Restated 2015 Omnibus Incentive Plan effective for awards granted on or after January 1, 2023, (filed as Exhibit 10.29 to the Registrant's Form 10-K for 2022).
10.22†	Form of Short-term Incentive Plan Award Agreement for the Amended and Restated 2015 Omnibus Incentive Plan effective for awards granted on or after January 1, 2024 (filed as Exhibit 10.30 to the Registrant's Form 10-K for 2023).
10.23†	Form of Performance Unit Award Agreement for the Amended and Restated 2015 Omnibus Incentive Plan effective for awards granted on or after January 1, 2024 (filed as Exhibit 10.31 to the Registrant's Form 10-K for 2023).
21*	List of Subsidiaries of Black Hills Corporation.
23.1*	Consent of Independent Registered Public Accounting Firm.

31.1*	Certification of Chief Executive Officer pursuant to Rule 13a - 14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes - Oxley Act of 2002.
31.2*	Certification of Chief Financial Officer pursuant to Rule 13a - 14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes - Oxley Act of 2002.
32.1*	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
95*	Form of Restricted Stock Unit Award Agreement (Non-Employee Director) effective for awards granted on or after January 1, 2022, (filed as Exhibit 10.26 to the Registrant's Form 10-K filed on February 15, 2022).
97†	Mandatory Compensation Recovery Policy dated December 1, 2023 (filed as Exhibit 97 to the Registrant's Form 10-K for 2023).
101.INS*	Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH*	Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Document
104*	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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