Black Hills Corporation Stock

Good day, and thank you for standing by. Welcome to the Q2 2026 Black Hills Corporation Earnings Conference Call. [Operator Instructions] Please be advised that today's conference is being recorded. I would now like to hand the conference over to your speaker today, Sal Diaz, Director, Investor Relations.

Thank you, operator. Good morning, and welcome to Black Hills Corporation's Second Quarter 2026 Earnings Conference Call. You can find our earnings release and materials for our call this morning on our website at blackhillscorp.com. Leading our earnings call are Linn Evans, President and Chief Executive Officer; Kimberly Nooney, Senior Vice President and Chief Financial Officer; and Marne Jones, Senior Vice President and Chief Utility Officer. During today's earnings discussion, comments we make may contain forward-looking statements as defined by the Securities and Exchange Commission, and there are a number of uncertainties inherent in such comments. Although we believe that our expectations are based on reasonable assumptions, actual results may differ materially.

We direct you to our earnings release, Slide 2 of the investor presentation on our website and our most recent Form 10-K and Form 10-Q filed with the Securities and Exchange Commission for a list of some of the factors that could cause future results to differ materially from our expectations. With that, I will now turn the call over to Linn Evans. Linn?

Thank you, Sal. Good morning, and thank you all for joining us today. I'll provide a summary of our strategic progress through the first half of the year, including an overview of our large load demand pipeline and our pending merger with NorthWestern Energy. Kimberly will provide our financial update, and Marne will provide our business update, including our continued progress on large-scale opportunities and our ongoing strategic regulatory activities. I'm extremely proud of what our team has already accomplished in the first half of the year, and I'm excited about the opportunities ahead as we deliver results for our stakeholders.

Our key achievements for the second quarter are listed on Slide 3, and I'll provide remarks on a few of them. We're focused on delivering on our financial commitments, and I'm pleased to report that we continue to be on track to achieve our earnings guidance for the year. We maintained our solid financial position and credit ratings while executing on our nearly $1 billion capital plan for the year to serve the energy needs of our customers. This includes our 99-megawatt Lang II generation project, which is on schedule to be placed in service later this year in South Dakota.

Our team continues to execute on our regulatory agenda. We are advancing on our rate reviews for Arkansas Gas and South Dakota Electric, and we filed a new rate request for Colorado Electric. In South Dakota and Wyoming, we completed the regulatory requirements for new wildfire liability protections as we continue to execute on our wildfire mitigation plan to help ensure the safety of our customers and communities. We are pleased to serve growing customer demand through our unique and innovative solutions. This is evident in our Wyoming electric growth, where we have recorded and reliably served 20 consecutive years of increasing peak system loads, a remarkable 183% increase since we acquired the utility in 2005.

Our peak of 439 megawatts in July reflects an increase of 16% over last year's peak. Large load demand is a key driver of this growth, having served Microsoft for more than a decade. Our interruptible blockchain demand also provides additional opportunities for margins as we serve those customers through efficient access to market energy. Looking to the future, we are excited about serving significant large load demand led by hyperscale data centers. This large load pipeline is outlined on Slide 4. Of more than 3 gigawatts of data center opportunities, only 600 megawatts is included in our current plan, driven by both Microsoft's ongoing expansion and Meta's new AI data center, which is slated to begin ramping later this year.

In addition, we are currently actively negotiating to serve a pipeline of more than 2.5 gigawatts, all of which would be additive to our current plan. As a reminder, we take a cautious approach to what we include in our growth pipeline, restricting it solely to demand subject to nondisclosure agreements and ongoing and active negotiation. This additional growth pipeline includes a 1.8 gigawatt data center project. We are continuing to successfully move through advanced stages of negotiations to finalize multiple definitive agreements.

We also see potential for further upside to our 3-gigawatt pipeline from both existing and new customers. This potential upside includes Microsoft's recently announced purchase of more than 3,000 acres in Cheyenne for future expansion, among other exploratory customer projects that are in early stages of development. Marne will provide more detail about our large load progress in her business update.

Moving to Slide 5 for an update on our merger with our friends at NorthWestern Energy. During the second quarter, we received approval from FERC and unanimous approvals of settlements in Nebraska and South Dakota. We are awaiting a decision in Montana as the last approval required for a successful closing. I note that we reached a settlement with many key interveners in Montana and completed a hearing before the Montana Commission in May. Final briefs were submitted on July 13, which started a 90-day approval time frame with a potential 30-day extension by the commission. This puts us right on track with our initial expectations to close the transaction during the second half of this year. As I wrap up my prepared remarks, I'm very pleased with our team's delivery on our strategic objectives. Because of the diligent work of our team, we are truly living out our vision to be the energy partner of choice and our mission of improving life with energy for our 1.4 million electric and natural gas customers across 8 states. We are also well positioned in this next phase of growth as we advance our planned merger with NorthWestern Energy. With that, I'll turn the call over to Kimberly for our financial update.

Thank you, Linn, and good morning, everyone. I'm pleased to report strong second quarter earnings, the result of our team's continued focus on execution of our strategic initiatives as we deliver on our financial commitments.

On Slide 7, we provide a bridge for EPS from Q2 2025 to Q2 2026. We delivered GAAP EPS of $0.50, which included $0.04 of merger-related transaction costs. Adjusting for these costs, we reported $0.54 of adjusted EPS for the quarter compared to $0.38 in Q2 2025. We delivered $0.21 per share of new rates and rider recovery, which more than offset the combined $0.12 of higher financing and depreciation costs.

Weather was $0.01 favorable over Q2 2025 despite being $0.03 unfavorable compared to normal. We held O&M flat for the quarter after excluding $0.04 of merger costs. Expense management efforts by our team reduced employee costs by $0.04 per share compared to the same period last year. Financing costs were $0.06 higher, including $0.03 of impact from new shares issued and $0.03 of interest expense, including AFUDC. Depreciation expenses increased by $0.06 as a result of new assets placed in service, including our $350 million Ready Wyoming transmission project placed in service at the end of 2025.

Slide 8 provides the year-to-date bridge, which tells a similar story of new margins offsetting weather and higher financing and depreciation costs. GAAP EPS was $2.23 through the first half of 2026, which included $0.10 of merger-related transaction costs.

Adjusting for these costs, we reported $2.33 of adjusted EPS compared to $2.24 during the first half of 2025. We delivered $0.45 per share of new rates and rider recovery and $0.11 of lower O&M adjusted for merger costs. These positive drivers of $0.56 more than offset $0.29 of combined higher financing and depreciation costs and $0.18 of weather impact compared to last year. As a result, we are on track to achieve our earnings guidance for the year.

Further details on year-over-year changes can be found in our earnings release and our 10-Q to be filed with the SEC later today. Slide 9 presents our solid financial position through the lens of credit quality, capital structure and liquidity. We remain focused on maintaining a healthy balance sheet and our stated credit metric targets of 14% to 15% FFO to debt, which is 100 basis points above our downgrade threshold of 13% and at a better than 55% net debt to total capitalization. Year-to-date, we have issued $50 million of equity under our ATM program to support our capital investment plans. Our next debt maturity is in January 2027 with $400 million of 3.15% notes to be refinanced. We are evaluating refinancing options for later this year. We maintained strong liquidity with more than $650 million of availability under our revolving credit facility at quarter end.

Our financial outlook is listed on Slide 10. We reaffirmed our guidance range of $4.25 to $4.45 of adjusted EPS, which represents 6% growth at the midpoint over 2025. New rates and rider recovery from capital projects, large load demand growth and our solid financial position drive confidence in our ability to deliver in the upper half of our 4% to 6% long-term growth target.

Slide 11 illustrates our industry-leading dividend track record. In January, we increased our dividend, extending our track record of increases to 56 consecutive years in 2026 based on our current annualized dividend. We continue to target a 55% to 65% payout ratio. A dependable and increasing dividend is an important component of our strategy to deliver long-term value for our shareholders. I will now turn the call over to Marne for a business update.

Thank you, Kimberly, and good morning, everyone. I will provide an update on our current capital projects, discuss progress on our data center demand pipeline and finish with the regulatory update. Moving to Slide 13. Our 99-megawatt Lang II generation construction project, which will serve our customers in Western South Dakota and Northeastern Wyoming continues on schedule and will be placed in service in the fourth quarter. Last week, the final long lead piece of equipment, the generation step-up transformer was safely delivered to the site. Recovery of the Wyoming portion of the project was included in our Wyoming rate review request filed earlier this year. And for the South Dakota portion, we recently filed for recovery to the generation rider.

Slide 14 provides an update on our data center pipeline, which exceeds 3 gigawatts of potential load. Of that total, approximately 600 megawatts is included in our financial plan through 2030, primarily driven by Microsoft and Meta. We have successfully served Microsoft hyperscale data center growth for more than a decade, primarily through market energy procurement. Meta's AI data center in Cheyenne continues to progress as expected, and we anticipate customer load beginning to ramp later this year. We are well positioned to serve these customers through a combination of market energy and contracted resources, requiring minimal incremental capital investment. As demand grows beyond the 600 megawatts currently included in our plan, we would expect additional generation and transmission investments to support future load growth.

Beyond the load included in our financial plan, we continue to make positive progress with high-quality counterparties to enable plans for more than 2.5 gigawatts of additional large load opportunities in Wyoming. One of the most significant opportunities in our pipeline is the 1.8 gigawatt project we have discussed previously. We're in advanced negotiations for a series of commercial agreements that would support a diversified portfolio of resources to reliably serve the customers' needs. As noted last quarter, we executed a generation reservation agreement with a prospective customer for company-owned generation.

The agreement includes customer-funded milestone payments supporting the procurement of long lead generation equipment that would ultimately serve as part of the broader resource portfolio for the project. The agreement has been extended through August 31 and provides for up to $377 million of refundable customer advances.

The reservation agreement is intended to transition to a long-term generation facilities agreement under which company-owned generation would be one component of the overall resource portfolio serving the project. While this represents only one of several agreements necessary to finalize the service model, we continue to make encouraging progress across all work streams and remain optimistic about achieving definitive agreements during the third quarter. As we've discussed previously, projects of this scale and complexity require coordination among multiple parties and interconnected contractual agreements.

Throughout this process, we remain focused on a consistent set of principles, maintaining system reliability and resiliency, appropriately managing operational and financial risk and ensuring existing retail customers are protected as we pursue large load growth opportunities.

Consistent with those principles last month in Wyoming, we requested a large customer transmission cost adjustment mechanism, or LCTCAM. The tariff is designed to directly recover transmission-related investments and expenses from the large load customers benefiting from those facilities. We expect the LCTCAM to become effective in January 2027.

Together, the commercial agreements we are negotiating and the regulatory mechanisms we are pursuing are designed to ensure that large load customers bear the costs associated with serving their load and do not adversely impact existing retail customers. This approach aligns with Governor Gordon's executive order titled Data Centers the Wyoming Way, which aligns with our long-standing commitment to create long-term value for customers, communities and shareholders. Moving to a regulatory update on Slide 15. We continue to effectively execute on our regulatory plan with a cadence of 3 to 4 rate reviews per year across our 8-state service territory. In June, we received approval for our abbreviated rate review in Kansas with new rates effective July 1. Our Arkansas Gas rate review is currently in the final stages of rebuttal testimony and a hearing is set for August 20. We also continue to advance the rate reviews for South Dakota Electric with interim rates effective August 18 in South Dakota.

During the second quarter, we filed a new rate review request for Colorado Electric. We requested $26.7 million of new annual revenue based on a 10.5% ROE and a capital structure of 49% debt and 51% equity. Slide 16 outlines our integrated resource plan in Wyoming, which we submitted on June 30. The plan is focused on serving the capacity needs of our non-LPCS customers using a 20-year planning horizon. Our plan outlines a near-term capacity need of 95 megawatts, which we recommend serving through a mix of natural gas generation, battery storage and market energy purchases. It's been a busy and rewarding quarter.

Before I conclude my remarks and turn the call back to Linn, I want to recognize our team for their relentless commitment to safely and reliably serving our 1.4 million customers each and every day. Their dedication is the foundation of everything we accomplish. It is their focus, expertise and commitment to excellence that enables us to continue delivering for our customers while advancing the strategic priorities that support long-term value for our stakeholders. To our team, thank you for everything you do to make that possible. With that, I will now turn the call back to Linn.

Thank you, Marne. As I believe you can tell, we made strong progress through the first half of 2026 on our customer-focused strategy. We delivered solid earnings, continue to advance our regulatory plan and growth initiatives, including our large load customer opportunities. Black Hills offers a compelling long-term value proposition driven by our customer-focused growth, competitive yield and significant upside opportunities.

Additionally, we have received 6 of 7 approvals required to complete our planned merger with NorthWestern Energy. We look forward to delivering an even brighter energy future to all our stakeholders with the advantages and opportunities as a larger electric and natural gas utility company. Thank you for your interest and your trust in the Black Hills team as we partner to grow long-term value for our customers and stakeholders. This concludes our prepared remarks, and we're happy to take your questions.

[Operator Instructions] And our first question comes from Andrew Weisel with Scotiabank.

I want to first ask about the big 1.8 gigawatt data center opportunity. There's actually a big change in June and some confusion about how that all went down. I know you'll continue to refer to it as their project and not your project, but a few questions. So first, does Crusoe exiting have any implications for the status of your negotiations? Second, any impact on the customer that made those cash deposits? I guess you mentioned that it was extended and maybe a little bit more came. But if you could talk about those conversations.

And then third, do you see Crusoe exiting as slowing down the process, accelerating it or not having much impact overall from your perspective?

Andrew, this is Linn. I would say at the highest level, the exit of Crusoe has not had any impact on the negotiations. In fact, it's been important to us from essentially day 1 to ensure that we're negotiating with the hyperscale end user. That's who we have negotiated with and are negotiating with today. And those negotiations, as we've indicated in our prepared remarks, are going well. They're on track. They are complicated agreements, multiple agreements that we're putting together with multiple parties.

And so this quarter, again, we're saying we want to do it right, not just fast. We are looking at finishing these agreements by the end of the quarter. We are on track to do that. If we don't do it by the end of the quarter, as the shareholders certainly not panic in any way. That just simply means that we're continuing to get the right agreements in place in the right way with the right risk and the right rewards, if you will, for each entity, including ourselves, our customers and our shareholders. So we've seen no delay because of the Crusoe exits in summary.

Okay. Great. That's very helpful and very clear. So you mentioned that one, hopefully, by the end of this quarter. You also in the slides talked about the 75-megawatt data center opportunity that you expect in the third quarter. Is that -- that's unrelated? Is that a different customer? And could that lead to a broader deal? Or should we think of that as sort of a onetime opportunity?

Andrew that 75 megawatts is a different customer from the 1.8 gigawatt project we've been talking about. It's part of our 2.5 gigawatt pipeline that we've been referring to. And so that particular project is advancing nicely. So we thought we'd bring it forward this quarter?

Okay. And lastly, on Montana, congrats on the partial settlement. Maybe if you could just elaborate a little bit there. If you could give a little more detail on the status and timing there, how that partial settlement might bode well for getting to an overall approval and your thoughts on timing overall. I know you're talking about year-end, but if you could maybe get a little more specific there, that would be great.

Andrew, this is Linn. Again, you are correct. We received -- we were able to achieve settlements with multiple parties. So my recollection is about 5 different parties that we were able to settle with, including the consumer council, things of that nature. The only 2 entities that we did not settle with had a real strong environmental perspective, primarily focusing on data centers and things of that nature.

We did not achieve settlements with them. But I think the good news about the settlements that we did receive, it gives a nice map, if you will, in terms of how the commission could go about considering the arguments and the issues with respect to the merger and find a path forward to approve it. As to the timing, we had the hearing, as we said in our opening remarks in May.

We filed briefs. Those briefs all were filed by July 13, which then triggered the 90-day time line within which the commission, we hope will make its decision. And it also has 30 days that it could extend itself. So that puts us mid-October. Now they could decide any day, of course, but we're thinking maybe mid-October, if not mid-October, by mid-November, we may receive a decision from Montana.

[Operator Instructions] And I'm not showing any further questions at this time. I would now like to turn the call back over to Linn Evans for any closing remarks.

Well, thank you very much. We appreciate your interest in Black Hills Energy, Black Hills Corporation. You let us off easy today with the questions. I guess we'll say we appreciate that as well. But I want to close by saying thank you to our team. It's been fantastic to watch all the progress with our large load. It's been fantastic to watch how we operate the business day-to-day with 4 rate reviews ongoing and doing well. And then the merger. It's been really rewarding to watch teams from both NorthWestern and Black Hills work so collaboratively to build something greater than either company today. So thank you for your interest. Have a Black Hills Energy Safe Day. The motorcycle rally in Sturgis starts tomorrow. So if you happen to be in the Sturgis area, stop by and say hello. Take care.

Thank you. This concludes the conference. Thank you for your participation. You may now disconnect.

Good day, and thank you for standing by. Welcome to the Q1 2026 Black Hills Corporation Earnings Conference Call. [Operator Instructions] Please be advised that today's conference is being recorded. [Operator Instructions] I would now like to hand the conference over to your speaker today, Sal Diaz, Director of Investor Relations.

Thank you, operator. Good morning, and welcome to Black Hills Corporation's First Quarter 2026 Earnings Conference Call. You can find our earnings release and materials for our call this morning on our website at blackthillscorp.com. Leading our earnings call are Linn Evans, President and Chief Executive Officer; Kimberly Nooney, Senior Vice President and Chief Financial Officer; and Marne Jones, Senior Vice President and Chief Utility Officer.

During our earnings discussion today, comments we make may contain forward-looking statements as defined by the Securities and Exchange Commission, and there are a number of uncertainties inherent in such comments. Although we believe that our expectations are based on reasonable assumptions, actual results may differ materially.

We direct you to our earnings release, Slide 2 of the investor presentation on our website and our most recent Form 10-K and Form 10-Q filed with the Securities and Exchange Commission for a list of some of the factors that could cause future results to differ materially from our expectations. With that, I will now turn the call over to Linn Evans. Linn?

Thank you, Sal. Good morning, and thank you all for joining us today. I'll provide a summary of our Q1 2026 results, our strategic progress and our progress with our pending merger with NorthWestern Energy. Kimberly will provide our financial update. And Marne will provide our business update, including key projects, our progress with large load opportunities and our solid regulatory execution.

In April, our industry recognized Line Mechanic Appreciation month. Let me start by pausing to recognize our remarkable team of men and women, many of whom are tuning in today. You are often the face of our company and industry, which our customers and communities respect, admire and rely on, ensuring our system is operating reliably and restoring interrupted service as safely and efficiently as possible.

When most seek shelter during a weather event, you are the team that heads out into the storm. Thank you for all you do and the sacrifices you make and often your families make to keep the lights on and for what you do every day to keep our customers safe.

Our first quarter strategic achievements are outlined on Slide 3. Following an excellent year of results for our stakeholders in 2025, I'm very proud of our team's continued success, carrying our positive momentum into 2026. We continue to deliver safe, reliable and affordable energy to our customers and communities while executing on our strategic growth opportunities. We're off to a solid start with reaffirming our earnings guidance range and maintaining our solid financial position and credit ratings.

We made regulatory progress, advancing our Arkansas rate review and requesting our first-rate review in more than a decade for South Dakota Electric. We also continued construction of our 99-megawatt Lange II generation project, which is on schedule to be placed in service later this year and the ongoing construction of our 50-megawatt battery storage project as part of our clean energy plan in Colorado that we commenced in Q4 2025.

Large load customers, including hyperscale data centers continue to offer significant growth opportunities, representing more than 3 gigawatts of potential demand, including 600 megawatts by 2030 within our current 5-year financial plan. We're also negotiating with high-quality partners to reach agreements to serve this pipeline.

This includes the 1.8-gigawatt data center being developed in Cheyenne, where we have executed an agreement that supports our reservations for generation equipment as part of a mix of resources to serve this potential customer as we continue to advance negotiations toward reaching definitive agreements.

Additionally, we are optimistic about the future upside potential of our current pipeline stemming from Microsoft's recent announcement to acquire 3,200 acres of land in Cheyenne, Wyoming for future data center expansion. As a reminder, we approach our growth pipeline with caution, restricting it to demand that is covered by nondisclosure agreements and being actively negotiated. The opportunities we are executing on today, along with this future potential for upside, provide depth and durability to our long-term growth profile.

Slide 4 outlines our $4.7 billion 5-year capital plan. We invest in our natural gas and electric customers' core needs for safety, reliability and growth. Our current capital plan includes minimal investments to support the 600 megawatts of data center demand already in our financial plan, which we expect to serve mostly through market energy procurement. We are also developing opportunities for investment that are not currently in our plan. This would include generation and transmission builds as part of the mix of resources to serve growing large load customer demand.

Moving to Slide 5 for an update on our merger with NorthWestern Energy. We made solid progress alongside NorthWestern in advancing our planned merger. Both companies received favorable shareholder votes on April 2. The Hart-Scott-Rodino Act antitrust waiting period expired on April 20, satisfying an antitrust condition to closing.

And we made state regulatory progress with settlements with certain key intervenors in all 3 states; Montana, Nebraska and South Dakota. We anticipate securing all state regulatory approvals and FERC approval to finalize the merger within the second half of this year.

As I wrap up my prepared remarks, we anticipate continuing to deliver solid results for our stakeholders as we execute on our customer-focused capital plan, continue our regulatory progress through multiple rate reviews, meet the growing demand of our customers and maintaining positive momentum through our large load pipeline while maintaining protections for our customers and complete our planned merger with NorthWestern. With that, I'll turn the call over to Kimberly for our financial update.

Thank you, Linn, and good morning, everyone. We had a successful first quarter executing our strategy and delivering results within our expectations, even with the impact of very warm weather. We are on track to achieve our earnings guidance as we maintained our solid investment-grade credit ratings and strong liquidity. On Slide 7, we provide a bridge for Q1 2026 EPS compared to Q1 2025.

We delivered GAAP EPS of $1.73, which included $0.05 of merger-related transaction costs. Adjusting for these costs, we reported $1.79 of adjusted EPS compared to $1.87 in Q1 2025. One of our warmest winters in history included record warm temperatures in Wyoming and Colorado, weighed on demand by $0.18 per share compared to Q1 2025. For the quarter, this reflected $0.13 of unfavorability compared to normal weather, which is our base assumption in setting our earnings guidance range.

With this backdrop, I'm proud of our team's strong execution as we maintain confidence in our ability to deliver on our full year earnings guidance. We delivered $0.24 per share of new rates and rider recovery margin and $0.10 of lower O&M, excluding merger costs. These positive drivers offset $0.16 of higher financing and depreciation costs and a large portion of the impact of weather and lower retail usage.

We delivered favorable O&M for Q1 and excluding $0.05 per share of merger-related costs, we reduced our O&M expenses by $0.10 year-over-year. This reduction was primarily driven by $0.04 of lower employee costs and other O&M reductions of $0.06 per share. Excluding merger-related costs, we are on track to deliver O&M within the earnings guidance target provided.

Financing costs increased $0.10 per share, including $0.09 per share from the impact of new shares and $0.01 of higher interest expense net of AFUDC. Depreciation expenses increased by $0.06 per share, driven by new assets placed in service, including our $350 million Ready Wyoming transmission project placed in service at the end of 2025. Further details on year-over-year changes can be found in our earnings release and our 10-Q to be filed with the SEC later today.

Slide 8 presents our solid financial position through the lens of credit quality, capital structure and liquidity. We remain focused on maintaining a healthy balance sheet with our stated credit metric targets of 14% to 15% FFO to debt, which is 100 basis points above our downgrade threshold of 13% and at or better than 55% net debt to total capitalization.

Given stronger forecasted cash flows in 2026, driven by new capital projects placed in service, executing upon our regulatory initiatives and increasing large load customer growth compared to last year, we expect a significantly lower total equity need of $50 million to $70 million in 2026. During the first quarter, we issued $41 million of equity under our ATM program, positioning us well with minimal equity needs for the remainder of the year.

Our next debt maturity is in January 2027 with $400 million of 3.15% notes to be refinanced. We are evaluating refinancing options for later this year. We maintained strong liquidity with approximately $500 million of availability under our revolving credit facility at quarter end. Our financial outlook is listed on Slide 9. We reaffirmed our guidance range of $4.25 to $4.45 of adjusted EPS, which represents 6% growth at the midpoint over 2025.

New rates and rider recovery from capital projects, large load demand growth and other organic customer growth and our solid financial position drives strong confidence in our ability to deliver in the upper half of our 4% to 6% long-term growth target. Our plan includes large load demand contributing more than 10% of growing consolidated EPS beginning in 2028, reaching 600 megawatts by 2030.

Also, as Linn outlined, we are pursuing more than 2.5 gigawatts of large load opportunities, which represents significant upside to our current financial plan. To serve these opportunities, each of our customers desires a unique mix of resources with varying ramp schedules. From a financial perspective, this complexity requires multiple negotiated agreements with earnings profiles designed to match the risks and considerations for each resource type under our large power contract service tariff in Wyoming.

Slide 10 illustrates our industry-leading dividend track record. In January, we increased our dividend, extending our track record of increases to 56 consecutive years in 2026 based on our current annualized dividend. We continue to target a 55% to 65% payout ratio. A dependable and increasing dividend is an important component of our strategy to deliver long-term value for our shareholders. I will now turn the call over to Marne for a business update.

Thank you, Kimberly, and good morning, everyone. I will provide an update on our current capital projects, discuss progress on our large load demand pipeline and finish with a regulatory update. Moving to Slide 12. Our 99-megawatt Lange II generation construction project, which will serve our customers in Western South Dakota and Northeastern Wyoming continues on schedule and will be placed in service in the fourth quarter.

Utility-owned natural gas-fired generation resource replaces aging generation facilities with modern Wartsila engines and supports updated reserve margin requirements. Recovery of this investment will be requested through the South Dakota generation rider, which we intend to file during the second quarter and our Wyoming rate review request filed earlier this year.

Slide 13 outlines our Colorado Clean Energy plan. During the first quarter, construction continued on our utility-owned 50-megawatt battery storage project in Colorado to be completed and in service in late 2027. During the first quarter, we also signed a 200-megawatt PPA for solar resources to serve Colorado customers as previously approved by the Colorado PUC. Together, these resources support our progress towards the state's clean energy plan with an emissions reduction goal of 80% by 2030.

Slide 14 outlines our flexible service model for large load customers and our data center demand pipeline of more than 3 gigawatts. Our unique tariff offers flexibility in how we serve large load customers, enables speed to market and provides customer protections while benefiting our Wyoming customers. Our data center demand in the financial plan of 600 megawatts by 2030 is primarily driven by Microsoft and Meta's growth.

We have successfully served growing demand for Microsoft hyperscale data centers for more than a decade through market energy procurement. Meta's new AI data center in Cheyenne is progressing, and we expect them to begin ramping later this year. We are prepared to serve these customers primarily through market energy and contracted resources requiring minimal capital investment.

That said, we expect demand at or above 600 megawatts to drive the need for investments in generation and transmission infrastructure. We continue to make positive progress on additional opportunities and are advancing our negotiations with high-quality partners to serve more than 2.5 gigawatts of large load requests.

Specific to a 1.8-gigawatt project in our pipeline, we are working through several agreements with counterparties that would ultimately support resources to serve this demand. We continue to focus on the reliability and resiliency of the overall system and customer protections as we design a portfolio of resources to meet the needs of our prospective large load customer.

As Linn mentioned, and I'm pleased to expand on, we have executed a short-term generation reservation agreement with this prospective customer for company-owned generation. The agreement provides for customer-funded milestone payments to support the long lead time generation equipment as part of the broader resource mix needed to serve the 1.8-gigawatt project. To date, the customer has provided $201 million in refundable contributions in aid of construction to secure this generation equipment through the term of the agreement.

In parallel, we continue to advance negotiations toward a long-term definitive agreement under which company-owned generation would be a component of the portfolio of resources serving the project, with the intent that this reservation agreement transitions the parties into a long-term definitive generation facilities agreement.

As you would expect, a project of this size and complexity involves multiple parties and interrelated contractual components. We are carefully structuring these agreements to protect customers while appropriately managing operational and financial risk. Consistent with our normal practice, we will provide additional detail as definitive agreements are finalized.

Now shifting to a regulatory update on Slide 15. We continue to effectively execute on our regulatory plan with a cadence of 3 to 4 rate reviews per year across our 8-state service territory. Our rate review filed last December for Arkansas Gas continues to progress with new rates requested in the second half of this year.

During the first quarter, we filed new rate review requests for South Dakota Electric. We are seeking recovery of our customer-focused investments and increased cost to serve customers in Western South Dakota and Northeastern Wyoming after holding our base rate stable for more than a decade. In South Dakota, we requested $50.6 million of new annual revenue based on a 10.5% ROE and a capital structure of 47% debt and 53% equity. The request seeks interim rates within 180 days of filing.

In Wyoming, we requested $5.1 million of annual revenue based on a similar ROE and capital structure as was filed in South Dakota. We also filed an abbreviated rate review in Kansas as allowed by the commission's prior order. The request seeks recovery of capital invested through 2025 at the previously agreed upon weighted average cost of capital with rates requested early in the third quarter.

And lastly, in South Dakota, wildfire liability legislation was enacted in March to be effective July 1, 2026. Utilities in compliance with their wildfire plan filed with and published by the commission will receive significant liability protections similar to legislation in Wyoming and Montana. In Wyoming, we are awaiting approval of our mitigation plan, which is expected in the second quarter. We also continue to support the development of similar legislation in Colorado.

In summary, our team is focused on executing with excellence on our customer-focused strategy from day-to-day maintenance and outage response to laying a new line to serve a neighborhood or business, we are ready to serve. We are strategically managing and expanding our infrastructure to serve the needs of our customers and actively working with new large load customers to make their plans a reality as their energy partner of choice. With that, I will now turn the call back to Linn.

Thank you, Marne. To summarize what we talked about today, we continue to make meaningful progress on our regulatory plan, our growth initiatives and our strategic goals. Black Hills offers a compelling long-term value proposition driven by our customer-focused growth, competitive yield and significant upside opportunities.

Additionally, our planned merger with Northwestern Energy will provide us with the advantages of increased scale and new opportunities as a larger and premier regional electric and natural gas utility company. Thank you for your interest and your trust in the Black Hills team as we partner to grow long-term value for our customers and stakeholders. This concludes our prepared remarks, and we're happy to take your questions.

[Operator Instructions] Our first question comes from Andrew Weisel with Scotiabank.

You guys have a lot of exciting updates here. My first question is regarding the agreement to reserve generation equipment for the data center customer. Forgive me, Marne, you ran through some details pretty quickly. Apologies if I missed them. I want to make sure I got it all here. Did you say it was around $200 million of short-term deals for company-owned generation? So this would be utility-owned resources falling into rate base and earning the typical 9.8% ROE, did I get that right?

This is Marne, and appreciate your question. And if I ran through a little fast, let's walk through a little bit of those details. So yes, it is a short-term agreement, really meant to provide some financing or financing bridge as we think about serving long-term generation needs. Ultimately, we intend to put this into a company-owned generation facility that would have a longer-term agreement with that.

When we talk about company-owned generation and a generation facilities agreement, maybe a little bit of a difference of how you describe it. It would be specific to this ultimately end-use customer. And so we think about the rate base of that and the return of that based on that customer and the unique needs for that specific customer as we talk about risk-adjusted returns. This would not be part of overall rate base for retail customers in Wyoming.

Okay. This would still be that negotiated risk-adjusted, not a standard formulaic -- this would still be negotiated then. Is that right?

Yes, it would be a negotiated rate, but I would think about it more in the terms of a typical rate base. This would not be the same as our microgrid management fee.

Okay. That's helpful. And just to understand, the short term is about the financing. The equipment would be utility-owned for the life of the asset. Is that what you're saying?

That is correct. And just as a reminder, as we think about contracting these types of assets, and we talk about customer protections, through these negotiations, one thing we focus on is ensuring that we don't have stranded assets at the end of this -- the end of contracts, et cetera. So this is not something that would ultimately be on the customers of Wyoming. This is all contracted through that long-term contract that we're negotiating.

And the 201 -- this is Linn, Andrew. The $201 million that we received in the refundable [ kayak ], that's another way of protecting customers, helps us protect our balance sheet in the interim while we are working with these customers to serve their large load.

Great. Very helpful. So that $201 million, that's more about the financing. Are you able to give an indication of the size of the asset or assets in terms of megawatts? I mean this isn't the full 1.8 gigawatts, is it?

No, it is not. And we're not yet ready to announce what kind of megawatts we would serve. We're still arguably working with the customer on that. We have a direction with them, but there are a few balls in the air. So as soon as we can let you know that, we will. But to date, we're still negotiating that with our counterparty.

Okay. Can you say big, medium or small?

Yes. Nice try, Andrew.

Had to try. Okay. One last one before I pass it over. In terms of the merger, congrats on the 3 settlements you got there. Does that accelerate the time line for closing? I know you're still pointing to the second half, but can you get a little more specific? And do these help speed things up? And then subsequent to closing, do you and your friends at NorthWestern plan on hosting some sort of Investor Day or something like that to present the outlook for the combined company later this year?

Well, I would say it this way, Andrew. Settlements are always helpful, but we have a -- in fact, we have a hearing next week in Montana. We'll see how that goes. We've had our hearing on the settlement, a full settlement in Nebraska, and we have hearing scheduled next month in South Dakota.

So will it speed it up? No, but it certainly didn't slow it down. And I think it gives some nice, solid foundation for which the regulators can use as they consider this merger and ultimately approve it, we hope. With respect to a combined Investor Day, I'm the exiting CEO, so I'll be cautious there to commit someone else. But it may be a good idea. We shall see.

Our next question comes from Chris Ellinghaus with Siebert Williams Shank.

So Kimberly, this was a monumental weather impact, but you didn't adjust guidance at all. Are there -- can you give us any color on what you're thinking about for offsets?

Yes. Maybe just to level set, looking back in any given year, we've had some pretty impactful favor and unfavorable weather swings. Specifically in Black Hills' history, we've had more significant unfavorable impacts. When I look back, it was around Q4 2021. So my point to all of that is that we're used to experiencing these types of impacts.

And as you noted, we are reaffirming guidance, and we'll continue to manage the business to ensure that we're focused on mitigating risks while achieving our financial objectives. So just like any other utility, we'll be focusing on ensuring we're optimizing our O&M and the timing of our capital investments. That will be our strategy.

Well, that was a good answer. This is Linn. I would suggest that during the fourth quarter of last year, we had pretty mild weather. You might remember that, Chris. And so as a team across the whole organization, we kind of continue to lean in to the challenge of warm weather into the first quarter, which helped us as well. And this is a chance for me to say thank you to our team. They've really done a wonderful job of ensuring that we hit our targets.

So along those lines, you have had some pretty unfavorable weather, particularly in the first and fourth quarters. Do you see sort of a longer-term pattern of -- I don't know how to phrase it, but sort of filling in the bowl that you guys have for an earnings shape where you see more loads headed into the middle of the year and maybe out of the first and fourth quarter. Is that something that you're sort of contemplating as a reality today?

You know, Chris, based on the fact that we have a balanced mix of electric and gas resources, Q1 and Q4 have always been our most impactful, but this isn't unique. And one of the things that we have done over the past few years is really do look backs on weather impacts and how we think about assessing those in the financials.

So I don't know that we're doing anything different. We're obviously very cognizant of it. We're paying attention to it, and we're ensuring that we're incorporating those types of impacts into our future strategies. But are we drastically changing our business model? No, we're not.

I'd say we're also working closely with our regulators for weather normalization. As you might recall, Chris, we have a pilot we're doing in Nebraska this year that was helpful this quarter and last -- and fourth quarter of last year. I'd also say it could be a benefit of the large load customers. They're high power factor customers. And to the extent, that would be another benefit to our other customers to kind of smooth out our earnings, if you will, through the year. So I think that's something we're working on, too.

Linn, you're the expert on data centers in Wyoming. So maybe you can shoo me off of this question, too. But there's been a lot of difficulties with that data center. Can you give us some color on what's happening locally? I know there's been some efforts politically to try to move that along. But can you give us some sense of what some of the holdups are locally?

Chris, I guess might challenge your fact pattern, I suppose. We're not -- yes, there are some few customers, if you will, or local entities that might be a little bit -- or asking that the commissions take caution about the data centers. In other words, are they doing it right. But on the other hand, we're also seeing initiatives by local folks to actually accelerate permitting, if you will. So it's kind of a balance going on there.

For us and the data centers that we are working on, frankly, we're not seeing any slowdown due to decisions or permits or anything of that nature. All of ours are currently right on track. And in fact, CPCNs, et cetera, are being granted. local permits are being granted, et cetera. So I think we're actually in nice shape with the customers that we are currently dealing with.

Okay. Along the same lines, have you got a sense at all of when you might file a CPCN for generation?

I'm going to let Marne address that issue.

Yes, Chris, so as I mentioned, we've got the short-term reservation agreement, which we would ultimately like to see into a long-term definitive agreement for generation. Once those agreements are in place, and it's not just a generation, but really all the agreements that are needed is when we would expect to see a CPCN for generation.

Okay. And I'm not trying to figure out what the size is, but can you talk about what type of generation that you guys are pursuing?

Yes. So we are looking at -- obviously, the reservation is for those long lead time equipment items. We're looking at certainly gas engines, transformers, dispatchable generation will be really important.

Okay. And one last thing. In Montana and South Dakota, have you got a sense of what to expect for the duration of those 2 hearings?

Yes. I can -- Chris, this is Marne again. So I can talk a little bit. We are scheduled next week in Montana for a Tuesday through Friday hearing, I believe. The South Dakota, I would have to subject to check, but I think it's scheduled for 2 or 3 days as well in June.

That's correct.

Okay. I don't recall Montana ever accomplishing anything in 4 days. So that would be some kind of record.

Well, I think as it was mentioned earlier, we have reached a lot of settlements. We don't have full settlement in Montana, but we have reached a lot of settlements. And I think that really bodes for hopefully a much more efficient process given those settlements.

You are a great optimist, Marne.

Yes, we are.

[Operator Instructions] Our next question comes from Paul Fremont with Ladenburg Thalmann.

I guess my first question really has to do with the short-term reservation agreement, I guess, is for 200. Would -- if the project were to move forward, is that sort of the aggregate amount that you would contemplate spending or would -- and if not, how large an investment would you contemplate?

Paul, I'll start and then my team members can fill in. So this is really, as noted, a reservation agreement. So these are milestone payments associated to procuring the actual investments that Marne mentioned. This is really what we think about as a bridge agreement to ensure that we maintain balance sheet strength through this period until we get to definitive agreements and we're able to start constructing.

So we're really not talking about the size yet because we're still in negotiations. But obviously, we will be contemplating the right financing strategy overall. So we really haven't given the magnitude of the project beyond 1.8 gigawatts and the fact that it will be served with a variety of -- mix of resources. That's really where we're at in our process.

So should we think of the 200 as extending through some period in time? In other words, would this be the next 3 or 4 years of spend or the next 2 years of spend?

Well, the reservation payments are the payments that we are actually making to the suppliers, and we are being reimbursed by the customer that we are negotiating with as part of that agreement, Paul. So that's where this $201 million come from. That's what we are paying to hold these resources in place so that we can put them in service for our customer.

And the short term through June 30, and I encourage our shareholders and analysts to think about, our stakeholders to think about in terms of June 30, while it is a deadline that we're working toward as an organization, if we don't announce something by June 30, please don't assume that -- that does not mean that we're going to have an agreement with this customer. That's a milestone that we're working to achieve.

And I guess, according to the AEP conference call, it sounded like if there's nothing in place by June 30, there's like another 6-month extension in terms of the -- taking the Bloom equipment. So should we assume that December 31 is sort of an absolute date by which the parties need to reach an agreement?

I don't know that it would be an absolute date. We certainly work toward fulfilling our -- getting a contract in place by then. But I would not see it as an absolute date. To date, the parties are working very well together in extending things by mutual agreement. These are complex agreement with lots of parties.

We want to get it right, especially us at Black Hills Energy. We have to get it right on behalf of all of our customer base to ensure we have the best deal we can to service these customers as appropriately as possible. So again, I don't think we have hard fast dates, although we both know that the time value of money, et cetera, we need to work efficiently, and we are.

And then is any of the CapEx related to this 1 point -- to this project, would that be significantly additive to the current compound annual growth rate? Also, if you need to build more resources for this, who should we assume will provide the funding? And is it incremental CapEx going to be 50% equity funded?

Paul, I'll kick this off, and then I'll turn it over to Kimberly as well. So when we talk about CapEx, we have 600 megawatts of load in our current 5-year plan that ties back into our CapEx, the $4.7 billion. So anything above that, which this project would be above and beyond that, that's part of the pipeline that's not included in our current plan would be additive to our overall capital investment opportunity.

So if we needed to build more resources, whether it be generation or transmission, both of those really would be additive to what we currently have in the plan. And I'll turn it over to Kim to talk about the financing side of it.

Yes, Paul. And so your question regarding how would we think about financing, it's really under the overarching perspective that we want to maintain credit quality. So we've set our credit quality targets of 14% to 15% FFO to debt, maintaining our debt to total cap at 55% or below. And so that's really the guiding principle. And so to your point, obviously, we would think about this as a utility-like investment with a utility-like cap structure in the range that you're noting. So that's how we're thinking about it.

Thank you. I would now like to turn the call back over to Linn Evans for any closing remarks.

Well, thank you very much for participating in our call today, for your interest in Black Hills. We have a compelling long-term value proposition. I hope you're starting to see that develop through our comments today and the responses to our questions. Once again, I want to thank our team. Thanks for leaning in so hard, doing it safely and doing it so well to serve our customers as well as you do. I'm grateful for that. We're grateful for that. So I encourage you to have a Black Hills Energy Safe Day. Thanks for joining our call.

Thank you. This concludes the conference. Thank you for your participation. You may now disconnect.

Good day, and thank you for standing by. Welcome to the Q4 2025 Black Hills Corporation Earnings Conference Call. [Operator Instructions] Please be advised that today's conference is being recorded. [Operator Instructions]

I would now like to hand the conference over to your speaker today, Sal Diaz, Director of Investor Relations.

Thank you, operator. Good morning, and welcome to Black Hills Corporation's Fourth Quarter and Full Year 2025 Earnings Conference Call. You can find our earnings release and materials for our call this morning on our website at blackhillscorp.com.

Leading our earnings call are Linn Evans, President and Chief Executive Officer; Kimberly Nooney, Senior Vice President and Chief Financial Officer; and Marne Jones, Senior Vice President and Chief Utility Officer.

During our earnings discussion today, comments we make may contain forward-looking statements as defined by the Securities and Exchange Commission, and there are a number of uncertainties inherent in such comments. Although we believe that our expectations are based on reasonable assumptions, actual results may differ materially. We direct you to our earnings release, Slide 2 of the investor presentation on our website in our most recent Form 10-K and Form 10-Q filed with the Securities and Exchange Commission for a list of some of the factors that could cause future results to differ materially from our expectations.

With that, I will now turn the call over to Linn Evans. Linn?

Thank you, Sal. Good morning, and thank you all for joining us today. I'll begin my comments on Slide 3 with a summary of our achievements in 2025 and our strategic outlook, including an update on our merger with Northwestern Energy. Kimberly will provide our financial update, and Marne will discuss our operational performance and progress on a few key initiatives.

I'll start with a sincere thank you to our Black Hills team. I'm incredibly proud of our team's accomplishments in 2025. We achieved the key commitments we made at the beginning of the year, setting the stage for ongoing success. We once again fulfilled our financial commitments, achieving the midpoint of our earnings guidance and long-term growth target. We successfully executed our financing strategy, maintaining our solid investment-grade credit ratings. We achieved strong earnings through the consistent execution of our long-term strategy, which drove new base rates, rider recovery and enabled customer growth. Notably, we witnessed growing demand from our large load customers such as data centers and solid economic development in our service territories.

We also increased our dividend for the 55th consecutive year in 2025 and recently extended that industry-leading track record to 56 years. Our team made strong regulatory progress, completing 3 rate reviews and advancing several strategic project approvals. We also advanced our plans to serve data center demand, tripling our data center pipeline during the year to more than 3 gigawatts.

In just 3 years, our team successfully designed, permitted, construction and energized our 260-mile Ready Wyoming transmission project, delivering the project on schedule. This transformative project is a great example of our commitment to innovative and customer-centric investments. By strategically interconnecting our electric systems in South Dakota and Wyoming, we're providing value that will reliably and affordably serve our customers for generations to come.

We're also constructing our Lange II 99-megawatt generation project in Rapid City. This project will replace aging resources with cutting-edge generation technology, enhancing our ability to provide resilient and reliable service to our customers and communities. Our legacy of excellent operational performance is fundamental to everything we do. We consistently achieved better-than-industry average safety performance, top quartile reliability and a positive customer experience. To ensure the safety of our customers and our communities, we established an emergency public safety power shutoff program. This program serves as an additional tool in our toolbox to help mitigate the risk of wildfires.

In addition to our success as a stand-alone business, we announced a strategic merger with NorthWestern Energy in August.

Slide 4 outlines our unwavering commitment to these critical areas in 2026 as we advance our customer-centric strategy and capitalize on emerging opportunities. We remain steadfast in our dedication to consistency building upon last year's achievements as we embrace the exciting prospects ahead. We're already diligently working towards fulfilling our financial commitments, including achieving earnings growth in the upper half of our long-term growth target, as reflected in our 2026 earnings guidance, which anticipates 6% year-over-year growth.

We anticipate delivering exceptional results for our stakeholders through executing on our customer-focused capital plan, continuing our regulatory progress through multiple rate reviews, meeting the growing demand of our customers and maintaining our positive momentum through our upside data center pipeline and completing our merger with Northwestern Energy.

Slide 5 outlines our data center pipeline of more than 3 gigawatts. Our pipeline includes only high-quality data center companies under nondisclosure agreements, which we are actively negotiating to serve. Meta is ramping up its new data center, and Microsoft demand continues to grow. Their combined load represents approximately 600 megawatts to be served by 2030 under our minimal capital investment model. Viewed through a financial lens beginning in 2028, we expect this data center demand to contribute more than 10% of our growing consolidated EPS.

We're also making progress in negotiations with our other high-quality partners to potentially serve the remainder of our data center pipeline. To fulfill the scale of demand, we rely upon a combination of energy resources that include the procurement of market energy, contracted generation and investments we would make in generation and transmission. Each of these energy resources has its own distinct risks and considerations which will individually contribute to earnings uniquely based upon negotiated contracts with each customer. Our unique tariff offers flexibility in how we serve data centers, provide speed to market and is positively impacting affordability for our Wyoming customer base. Marne will provide more detail in her business update.

Slide 6 outlines our $4.7 billion capital plan. We invest in our natural gas and electric customers' core needs for safety, reliability and growth. As I outlined earlier with our data center pipeline, our current capital plan includes only minimal investments to support 600 megawatts of data center demand, which we expect to serve through market energy procurement and contracted generation. We are developing opportunities for investment that aren't currently in our plan. As I said before, this would include generation and transmission bills as a part of a mix of resources to serve additional data center demand.

Moving to Slide 7 and 8 for an update on our merger with Northwestern Energy. We are very committed to the merger because combining these two companies makes great sense for our stakeholders. The merger will create a stronger, more competitive utility company, providing long-term value for stakeholders created through increased scale and improved customer diversity with our existing 8-state footprint, an improved financial profile with a larger balance sheet that expands opportunities for strategic investments. Offering employees greater opportunities for growth, creating improved deployed attraction and retention. And through the industrial logic of efficiencies associated with procurement and adopting best practices as a couple of examples.

Importantly, the merger will enhance our capabilities and capacity to grow especially as compared to our stand-alone business. In short, we are committed to this strategic merger, one we have pursued for more than 2 decades. Today, more than ever, the combination of these two companies will enable us to unlock additional value creation opportunities for our customers and our shareholders, which excites us. To date, we have submitted all joint applications to our regulators in Montana, Nebraska and South Dakota, requesting their approval of our merger, and we're involved in the discovery phase in each state. We also filed our Form S-4 with the SEC last week, with special shareholder meetings scheduled for early April and intend to secure all necessary approvals to finalize the merger within the second half of this year.

With that, I'll turn the call over to Kimberly for our financial update. Kimberly?

Thank you, Linn, and good morning, everyone. Our team did an exceptional job of delivering on our strategy and financial commitments for 2025. Together, we are pleased to deliver another year that advanced our track record as a trusted energy partner by achieving the midpoint of our earnings guidance and maintaining our strong investment-grade credit rating while efficiently funding our $900 million capital investment plan during the year. And as Linn mentioned, regarding the merger with NorthWestern Energy, we are working towards a stronger future, including a larger balance sheet that will support our ability to execute with confidence on the needs of our customers with a stable financial foundation.

On Slide 10, a we provide a bridge comparing results for 2025 to the prior year. We delivered GAAP EPS of $3.98, which included $0.12 of merger-related transaction costs. Adjusting for these costs, we reported $4.10 of adjusted EPS for 2025, an increase of 5% compared to $3.91 per share in 2024. We successfully executed our regulatory strategy, delivering $0.95 per share of new rates and rider recovery margin, along with ongoing customer growth, which more than offset higher operating, financing and depreciation expenses. Weather was favorable by $0.09 compared to a very mild 2024. However, when compared to normal, weather represented an $0.11 headwind we overcame in 2025.

O&M was higher by $0.36 per share, which included $0.12 of merger-related transaction costs. Excluding merger costs, our O&M expenses increased $0.24 per share year-over-year, primarily driven by $0.13 of higher employee and outside service expense, $0.08 per share of higher insurance costs and $0.05 of unplanned generation outages. Financing costs increased $0.33 per share which included $0.25 of higher interest expense, $0.19 of share dilution and a benefit of $0.12 per share from AFUDC, driven by large construction projects. We also incurred higher depreciation of $0.15 per share, reflecting new assets placed in service. Further details on year-over-year changes can be found in our earnings release and our 10-K to be filed with the SEC on February 11.

Slide 11 presents our solid financial position through the lens of credit quality, capital structure and liquidity. We continue to maintain a healthy balance sheet by delivering credit metrics within our targets of 55% net debt to total capitalization and 14% to 15% FFO to debt, which is 100 basis points above our downgrade threshold of 13%. We issued a total of $220 million of equity in 2025. Given stronger forecasted cash flows from our successful execution of strategic capital investments, regulatory plans and increasing data center load growth, we expect a significantly lower equity need of $50 million to $70 million for 2026.

In early October, we completed our planned debt offering, issuing $450 million of 4.55% notes, a portion of which was used to pay off our $300 million 3.95% notes on their January 2026 maturity date. Our next maturity is in January of 2027 for $400 million of 3.15% notes. We maintained strong liquidity with more than $700 million of availability under our revolving credit facility at year-end.

Looking forward, our financial outlook is listed on Slide 12. For 2026, we initiated adjusted earnings guidance in the range of $4.25 to $4.45 per share, which represented 6% growth at the midpoint over 2025. Our capital plan, solid financial position and organic customer growth drives strong confidence in our ability to deliver in the upper half of our current 4% to 6% plan while maintaining 2023 as our base year. Our confidence is driven by ongoing customer growth within our jurisdictions, increasing data center demand and new rates in rider recovery on strategic investments like Ready Wyoming and Lange II that will provide long-term benefits to customers. We continue to actively pursue additional data center pipeline demand that would be additive to our 5-year plan and contribute upside to earnings over time through a combination of market energy purchases contracted generation and utility-owned capital investments in generation and transmission.

Slide 13 illustrates our success in delivering on our earnings guidance. In early 2023, we set our 4% to 6% growth target with the objective of holding ourselves accountable to consistently delivering on our financial commitments. With consistency in mind, we maintained our long-term EPS growth target, including our 2023 base year while communicating greater clarity and confidence in the upper half of the range.

Slide 14 illustrates our industry-leading dividend track record. In January, we increased our dividend, extending our track record of increases to 56 consecutive years in 2026. We continue to target a 55% to 65% payout ratio. A dependable and increasing dividend is an important component of our strategy to deliver long-term value for our shareholders.

I will now turn the call over to Marne for a business update.

Thank you, Kimberly, and good morning, everyone. As Linn and Kim already outlined, we had a remarkable year, providing safe and reliable service to our customers. Operational performance was excellent, as we continue to deliver top quartile reliability and invest in a resilient and reliable energy future, advancing electric transmission and generation projects as well as safety and integrity focused projects for our gas utilities. We advanced regulatory and growth initiatives and continued to work to address wildfire risk.

I'm pleased to report on our success this year, which did not come without hard work and dedication. An example of the resilience of our team and system with response to an extreme wind event in December. With wins reaching 100 miles per hour in Rapid City, South Dakota, our teams and mutual aid partners work throughout our communities to restore power safely and as efficiently as possible, replacing damaged polls and lines. Thank you to our dedicated team members and the response from our community and our restoration efforts.

I'll start on Slide 16 with our 2025 accomplishments. In December, we completed construction of our 260-mile Ready Wyoming transmission project that energized the final segments on schedule. This is a milestone in our history, and I couldn't be more proud of our team and partners as this project is transformational to our ability to serve customers reliably and cost effectively. It reduces our reliance on third-party transmission, enhances resiliency and increases access to market energy. Our interconnected transmission network will support long-term price stability for our customers and enable continued growth across our service territory. And as a reminder, the bulk of this investment is being recovered through our Wyoming transmission writer.

Moving to Slide 17. In 2025, we broke ground on our Lange II project, a 99-megawatt utility-owned natural gas-fired generation resource located in Rapid City, South Dakota. This new resource will replace aging generation facilities with modern Wartsila engines and address updated reserve margin requirements. Major components are already procured in on-site, including 6 reciprocating internal combustion engines, and we are on pace for the facility to be in service in Q4 of 2026. We plan to recover this investment through the South Dakota generation rider.

Our Colorado Clean Energy Plan is listed on Slide 18. We obtained approval for our plan in 2024 and works towards finalizing our project contracts during 2025. In November, we received approval of our 50-megawatt utility-owned battery storage project to be placed in service in 2027, which is already included in our capital plan. We are negotiating the 200-megawatt solar PPA and expect to sign an agreement during the first quarter.

Slide 19 summarizes our regulatory progress. Over decades of strategic acquisition and investment, we have grown our scale and the diversity of our large electric and gas systems, growing long-term value for the benefit of our customers and stakeholders. From a regulatory perspective, we manage this valuable diversity by executing 3 to 4 rate reviews annually as normal course of business.

2025 was another productive year as we completed 3 rate reviews representing over $52 million in new annual revenue. Within those rate reviews, we also received approval for deferred accounting insurance trackers in Kansas and Nebraska and a new weather normalization pilot program in Nebraska, both mechanisms helped to reduce volatility in future earnings.

In December, we also filed a new rate review for Arkansas Gas, seeking recovery of $147 million of new investments since our last rate review in 2023. We are requesting $29.4 million in new annual revenue at a return on equity of 10.5% at approximately 50-50 capital structure, with new rates anticipated in the second half of this year.

We are also planning to file an abbreviated rate review in Kansas during the first quarter, as outlined in our last rate review, and is expected to recover capital invested through 2025 at the previously agreed-upon weighted average cost of capital.

Looking ahead, we are preparing for a rate review in South Dakota within the next few weeks after holding base rates unchanged for more than a decade. The request will recover our customer-focused investments and increased cost to serve customers since our last rate review in 2014. Given we have operations in both South Dakota and Wyoming for this utility, we will have separate filings in each state. Additionally, we recently received approval for a new tariff for interruptible large load service in South Dakota to serve blockchain growth opportunities. And lastly, in Wyoming, wildfire liability legislation was signed into law in early 2025. In accordance with this legislation, we filed our wildfire mitigation plan in November for commission approval anticipated in March. As a result, we expect to obtain significant liability protections as we remain in compliance with our approved plan. We are also supporting similar legislation introduced in South Dakota.

Slide 20 provides an update on our progress towards serving more than 3 gigawatts of data center demand. We have successfully served growing demand for Microsoft hyperscale data centers for more than a decade through market energy procurement with benefits to other customers in the region. We are also serving Meta's new AI data center under construction in Cheyenne, which we expect to transition from construction power to permanent service this quarter. We have built into our plan and expect to serve 600 megawatts of demand from existing data center customers by 2030.

Based on current market conditions, demand of approximately 600 megawatts will require investment in generation and transmission infrastructure. Given large load requests, should we reach that level sooner than expected, the need for generation and transmission could be accelerated.

In addition to our 5-year plan, our pipeline offers compelling and significant upside. We are making progress negotiating with high-quality customers around a mix of resources to serve this demand under our flexible Wyoming tariffs. Serving the scale of this demand will require a mix of energy resources, including energy procurement, subject to market availability, contracted generation through PPAs, including third-party and customer located generation and utility-owned generation and transmission investments.

We have an opportunity to earn on total customer demand from each project. However, each customer's need is unique, requiring varying resources to meet their needs, which will impact margins in different ways as we negotiate within the framework of our LTCS tariffs. Where we have investment opportunities, we expect risk-adjusted utility-like returns. And where investment outlays are not necessary, the pricing is negotiated by project and is reflective of speed to market value. Operational and financial risks and is intentionally designed to incentivize the utility as a replacement for traditional utility investment.

As we work to contract the new load, we are prudently analyzing and negotiating the potential mix of resources to achieve a mutually beneficial long-term solution that protects customers, communities and shareholders. Specific to the Caruso and Tallgrass project, we are working through several agreements that would ultimately support 1.8 gigawatts of demand. As examples of our incremental progress, we recently filed the CPCN with the Wyoming Public Service Commission in support of a substation for this project and are engaging with all partners involved in solutioning for the mix of resources to serve this demand, including fuel cells. As you can imagine, a project of this magnitude is complex and has many components involving multiple parties. As such, the project contracts must be thoughtfully structured and negotiated to manage operational and financial risk. Keeping with our normal practice, additional details will be provided upon signing of binding service agreements.

With that, I will now turn the call back to Linn.

Thank you, Marne. I'm excited about all that we've accomplished as the Black Hills team over the past year with a long list of other wins beyond what we had time to mention today. As you've heard, we continue to consistently achieve our financial commitments and make excellent progress on our regulatory plan, our growth initiatives and our strategic goals. We're already off and running with a consistent focus in 2026 with customer-centric innovation as we pursue our mission of improving life with energy and how we do business and be the energy partner of choice. As we look forward, Black Hills offers a compelling long-term value proposition when considering our customer-focused growth, competitive yield and significant upside opportunities above and beyond our 5-year plan. Additionally, our planned merger with NorthWestern Energy will provide us with the advantages of increased scale and new opportunities as a larger and premier regional electric and natural gas utility company. .

Thank you for your interest and your trust in the Black Hills team as we partner to grow long-term value for our customers and stakeholders.

This concludes our prepared remarks, and we're happy to take your questions.

[Operator Instructions] Our first question comes from Chris Ellinghaus with Siebert Williams Shank.

Linn, vis-a-vis the 3 gigawatt pipeline. Can you give us any sense of what proportion that might fall within your 5-year window? Or how much of it is beyond the 5-year plan? Can you give us any color on timings or even geography?

Chris, thank you for the question. I appreciate that. Yes, I'm happy to provide some color as best I can here. We have two existing customers in Microsoft and Meta, they continue to be in our pipeline. We indicated in our opening comments that we would be 600 megawatts by 2030. That's our estimate based upon forecasts and conversations, things of that nature. And then beyond that, we do have the 3 gigawatt plus. And I would say the best way to describe that is, the ones that we are negotiating with the most aggressively might be the right phrase or the most -- right now want to take service in that 2027 time frame. And then realize when they start to take service, it will ramp up. It won't be all at once as they construct, as they expand their data centers, et cetera. So hopefully, that gives you some idea about how we think about it, Chris.

Okay. That helps. So obviously, you have a much better sense of what's likely and what the time frames are. And the equipment use tight, can you file CPCNs in advance of having exact specificity of what resources you might need to sort of get that ball rolling and maybe get some greater security for yourself in terms of trying to get in equipment cues and whatnot?

Chris, this is Marne. So I can talk to you a little bit about the CPCN process. So typically, you want to have as many of the facts present as possible when you look at CPCN. As we are working through this, as you mentioned, the equipment queue is tight, we are in those queues. We are starting to get some of those specific details about CPCN. But really, it's also important to recognize to how we'll recover on those -- any of those CPCNs and so all of this really ties together. We're still navigating. This is new territory. Obviously, CPCNs aren't new to us, but new territory as we're working on that speed to market, that we'll be working through how do we bring those CPCNs as quickly as we can.

Just emphasizing what Marne said, we're in the queue. And as importantly, our customers are also in equipment queues, so that's been helpful to us.

Okay. That helps. And as far as the Northwestern merger goes, you've made filings, but have you had any significant interface with the Montana Commission to sort of gauge what their attitude is at this point?

I'd say the best way to describe that, Chris, is we are in discovery stage right now. So we have to be very careful with part, things of that nature. But we are in the discovery phase. We're getting the kind of questions that we would fully anticipate and that's going. I'd say just kind of almost according to plan, if you will, certainly according to our expectations about questions that would be asked information that they need to make a good decision.

Okay. Maybe one last question about data centers since that's a topic Can you give us any sense of the scale or numbers of data centers in your pipeline? Or is there a bunch of -- I guess this is objective of what's large to you. But is there a bunch of large ones? Are there -- are they sort of moderate scale? Can you give us any sense of how many candidates there are in the queue?

Chris, as Linn mentioned upfront, we do have our two customers today, Microsoft and Meta, both are looking for potential opportunities to expand. We've talked a bit about Tallgrass Caruso. I would say, in general, that's a big chunk of what we consider as our pipeline. Obviously, there's some others out there, too, but that's the big chunk of it.

And then I would add one of the advantages of Wyoming and Cheyenne in particular, where we're seeing a lot of these data centers, bloom and blossom, is the fact that land is relatively available, and it's relatively inexpensive. So from our perspective, quite a bit of land is being acquired for these. So I think they're going to be large hyperscale data centers for the most part.

Our next question comes from Andrew Weisel with Scotiabank.

Unsurprisingly, a couple more questions about the Caruso Tallgrass project. First, based on the regulatory filings, and Marne, you alluded to some of this in your comments, but you're proposing to build some transmission infrastructure, including this Robinson substation and some transmission lines to connect to our grid. And you're proposing a pretty unique setup where the customer would pay for construction to help alleviate risk and cost to the like customers. I think that's a great setup. My question is, given this interconnection, do you see do assets essentially ensure that the entire data center project will be "grid connected?" And therefore, would all related spending qualify for the ALTCS tariff, is that your expectation? Basically, I just want to understand how this would be applied. You talked about certain fees being negotiated. How should we think about what's objective versus subjective maybe?

Yes. Andrew, coming to right, I want to make sure I got your question here, so I'll give it a shot. From a microgrid management fee perspective, we really apply that to peak demand. So -- as I think all of us had mentioned, there's 3 different types of resources we can use to serve that type of load and each type of of resource that we use comes with a different type of a microgrid management fee or a typical utility or risk-adjusted return, that's really that the fees that are charged based on their peak demand.

And Andrew, I believe -- sorry, Andrew, to interrupt you, but I think further to that is these networks to date as we -- everything is being negotiated. Not everything is cemented, obviously or we'd be making other kinds of announcements. But much of this -- these megawatts, this energy, yes, it's tied to our system, if you will, to date.

Okay. That's helpful. I guess maybe if I could get a little more specific on the generation side. You haven't talked about generation needs as so far, it's not your project and you haven't announced contracts, of course. But Tallgrass has publicly talked about investing $7 billion of energy infrastructure in your service territory. You alluded to fuel cells. And of course, a big utility had an SEC document about $3 billion of fuel cells in Cheyenne. Some investors are confused about whether these would qualify for utility fees and the LTCS tariff. So I guess maybe could you just elaborate? Is there anything about fuel cells or anything else? How should we think about all those billions of dollars and whether or not that would apply to your fee structure?

Yes, Andrew, so as I mentioned, the resource mix is still being evaluated and how ultimately we would serve that load. As I noted, and you're very familiar with, as we use market that's more reliant on -- in lieu of building when we're looking at contracted or co-located generation that comes with a different type of pricing. And certainly, if there's opportunity to build, we would look at that through the lens of risk-adjusted utility return very similar to what we do today from a regulated rate base perspective. So all of that goes into play in the pricing, that pricing has been what is basically applied to the peak demand.

Okay. Okay. And I guess, going back to the T&D side or transmission side, really, are there other assets that you're looking to fast track to accommodate this or other big data center customers? Should we expect more filings like that Robinson Substation filing?

As we've talked in the past, that 500 and 600 -- 500 to 600 megawatts, we believe, is going to require some additional investment beyond that time frame. So whether it's this project, other projects, we certainly see there's opportunities for additional investment beyond our current plan based on this pipeline.

Okay. Great. Maybe one last one and answer as best you can, I guess. You obviously still have not yet signed an energy service agreement with the hyperscaler for the Cruso project. Will be as patient as we can. My question is they're looking to move pretty quickly and the timing of your TPC and filing calls for in-service, I believe, by March of next year, which is very fast. By when would you need to sign and announce something to keep everything on track? Is there some kind of time frame we should be watching for on the calendar?

We do know -- I mean there's intention from the customer, I think, to begin taking service in Q1 at 2027. So obviously, we are working in alignment with them as well as all the parties. We want to meet both of our goals.

[Operator Instructions] Our next question comes from Ross Fowler with Bank of America.

Hopefully not beating a dead horse here, but I just wanted to go back to kind of what we actually know at this point and kind of walk through some numbers and make sure my understanding is correct. So we have 600 megawatts currently in the plan. And we know that, that is 200 megawatts from Microsoft. Is the other 400 megawatts of that, the meta site or is there something else in that gap?

Ross, I think I'll step back and correct you on that. We have not disclosed nor has Microsoft disclosed the number of megawatts that they take from us. But we can see on a combined basis for both Microsoft and Meta, we anticipate it'll be 600 megawatts by 2030. Hopefully, that's helpful.

Yes, that is helpful. And then -- we know that is data centers in Wyoming County. And so we know some piece of the 600 is in Wyoming County. And there's about 1,150 megawatts of generation in the interconnection queue filings in Wyoming County. So the rest of that beyond whatever I estimate that it might be of the 600, where is that coming from? Is that the Tallgrass site? Is that some other side? Is that -- I'm just trying to scale things based on what we know from public filings?

So yes, Ross, we've shared, I guess, kind of what we can share. We are still under negotiations. We're still determining resource mix. As with any queue, you're going to have a lot of parties and queues. And so these are things that we'll continue to work through as we firm up our mixes.

And Ross, I might add to that. I'd ask you to remember that both Meta and Microsoft are taking market energy. And therefore, the megawatts of interconnection don't always connect if you will, or add up.

Okay. All right. So it's not additive because they're taking market [indiscernible] And then the 4% to 6% EPS CAGR, right, through '28, that is inside or I should say, the 4% to 6% EPS CAGR includes that 10% EPS contribution. It's not on top of the 4% to 6%, right? It's within the 4% to 6%.

You're correct.

Thank you. I would now like to turn the call back over to Linn Evans for any closing remarks.

Well, thank you very much for your questions. Thank you very much for your interest in Black Hills Energy and Black Hills Corporation. I want to once again say thank you to our team for a fantastic 2025 and thank you for leaning into 2026, and we appreciate all of you attending today and have Black Hills Energy Safe day. Thank you.

Thank you. This concludes the conference. Thank you for your participation. You may now disconnect.

Good day, and thank you for standing by. Welcome to the Q3 2025 Black Hills Corp. Earnings Conference Call. [Operator Instructions] Please be advised that today's conference is being recorded. [Operator Instructions] I would now like to hand the conference over to your speaker today, Sal Diaz, Director of Investor Relations.

Thank you, operator. Good morning, and welcome to Black Hills Corp.'s Third Quarter 2025 Earnings Conference Call. You can find our earnings release and materials for our call this morning on our website at blackhillscorp.com. Leading our quarterly earnings call are Linn Evans, President and Chief Executive Officer; Kimberly Nooney, Senior Vice President and Chief Financial Officer; and Marne Jones, Senior Vice President and Chief Utility Officer.

During our earnings discussion today, comments we make may contain forward-looking statements as defined by the Securities and Exchange Commission, and there are a number of uncertainties inherent in such comments. Although we believe that our expectations are based on reasonable assumptions, actual results may differ materially. We direct you to our earnings release, Slide 2 of the investor presentation on our website and our most recent Form 10-K and Form 10-Q filed with the Securities and Exchange Commission for a list of some of the factors that could cause future results to differ materially from our expectations. With that, I will now turn the call over to Linn Evans. Linn?

Thank you, Sal. Good morning, and thank you all for joining us today. I'll start my comments on Slide 3 with a summary of our quarter and our strategic outlook, including an update on our merger with our friends at NorthWestern Energy. Kimberly will provide our financial update, and Marne will discuss our operational performance and progress on key initiatives. We're fulfilling our commitment to deliver results for our stakeholders in 3 key areas that we identified at the beginning of the year. First, we're delivering on our financial commitments, having reaffirmed our earnings guidance and completed our planned financing activities.

Second, we're executing on our regulatory and growth initiatives, including our $1 billion capital plan to support key projects to serve our customers' growing needs. And third, we're providing excellent operational performance, including top quartile reliability and a positive customer experience. I'm proud of our team's remarkable work in delivering strong financial results and making significant progress on our key initiatives. We're on track to achieve our earnings guidance for the full year with 3 primary drivers: new base rates, rider recovery and customer growth. We're also continuing to maintain a healthy balance sheet.

We have made significant progress with our regulatory strategy, including securing a recent settlement for our rate review in Nebraska. Including this settlement, our team has successfully completed 7 rate reviews since the beginning of last year, highlighting our expertise in managing multiple regulatory requests. We also successfully advanced several key near-term projects that will drive growth. We're on schedule to complete our 260-mile Ready Wyoming transmission expansion project by year-end, and we broke ground on our Lange II generation project in Rapid City during the quarter. Additionally, customer growth, including growing demand from our large load customers such as data centers and economic development in our service territories are providing solid contributions to earnings.

In addition to our current plan, we continue to be very actively engaged with high-quality data center partners. We have now signed nondisclosure agreements for more than 3 gigawatts of demand. If and when these negotiations lead to signed agreements, only then will we incorporate them into our plan. Our financial outlook is provided on Slide 4. We're reaffirming our prior 2025 earnings guidance with an adjusted EPS range of $4 to $4.20, excluding merger-related costs. This represents a 5% growth rate at the midpoint over our 2024 EPS. Looking ahead, with solid progress in our regulatory and growth initiatives, we plan to deliver in the upper half of our 4% to 6% long-term EPS growth target starting in 2026.

Our confidence in achieving our long-term growth target is further strengthened by our $4.7 billion capital plan and strong customer demand, including the data center opportunities I previously mentioned. We anticipate presenting an updated financial outlook during our fourth quarter and full year earnings call in February, including earnings guidance for 2026 and capital investment plans for the years 2026 to 2030. Slide 5 represents our current $4.7 billion capital plan. Our base annual investment is approximately $700 million, prioritizing our customers' core needs for safety, reliability and growth.

Additionally, our transformative infrastructure expansion investments will cost effectively enhance our systems' resiliency and support growing demand and evolving requirements for both our electric and natural gas systems. Some of the major capital projects in our current plan include our Ready Wyoming transmission expansion that is on schedule to be completed by year-end, our 99-megawatt Lange II generation project in South Dakota that is under construction, and we expect to place in service in the second half of 2026 and our battery storage project in 2027 to comply with the Colorado Clean Energy Plan. Our 2025 through 2029 capital plan does not currently include significant investments related to data center demand.

We anticipate continuing to profitably serve large load demand through our market energy model with minimal capital investment at a level of approximately 500 megawatts of demand through 2029. However, demand exceeding that level will likely necessitate incremental investments in generation and transmission. Marne will provide more detailed information about data center demand in her business update.

Moving to Slide 6. On August 19, we announced our merger with NorthWestern Energy. Although we are well positioned as stand-alone companies, this merger will create a stronger, more competitive entity with greater scale and enhanced financial profile and complementary strengths, enabling us to unlock additional value creation opportunities for our customers and our shareholders.

In October, we submitted joint applications to our regulators in Montana, Nebraska and South Dakota, requesting their approvals of our merger. We anticipate receiving procedural schedules and commencing the discovery process this quarter. We're also diligently working through the S-4 process and intend to secure all necessary approvals to finalize the merger within the second half of next year. With that, I'll turn the call over to Kimberly for our financial update. Kimberly?

Thank you, Linn, and good morning, everyone. Our team is executing our strategy exceptionally well. From a financial standpoint, we have successfully accomplished several of our objectives in the current quarter and throughout the year. Our financial results met expectations, and we have maintained our strong investment-grade credit rating while funding our $1 billion capital plan for 2025. On Slide 8, we provide a bridge comparing Q3 2025 to Q3 2024. For the current quarter, we delivered $0.34 per share of GAAP EPS, which included $0.10 of merger-related transaction costs. After adjusting for these costs, we reported $0.45 of adjusted EPS for Q3 2025 compared to $0.35 per share for Q3 2024.

For the quarter, our regulatory efforts provided $0.21 per share of new rates and rider recovery margin, which offset unfavorable weather, O&M costs and a moderate increase in financing and depreciation expenses. Weather was a $0.07 headwind compared to the same quarter last year. We experienced $0.04 of unfavorable weather this quarter compared to normal, primarily driven by lower agricultural irrigation demand in Nebraska. O&M was higher by $0.08 per share, which included $0.10 of merger-related transaction costs. Excluding merger costs, we reduced our O&M expenses compared to the same period last year by $0.02.

Financing costs increased $0.03 per share, which included $0.06 of higher interest expense, $0.01 of share dilution and a benefit of $0.04 per share from AFUDC, driven by ongoing large construction projects. We also incurred higher depreciation of $0.02 per share, reflecting new assets placed in service. Year-to-date EPS drivers are shown on Slide 9. We reported GAAP EPS of $2.58, which included $0.11 of merger-related costs. Removing these costs from the year-to-date results, we delivered $2.68 of adjusted EPS, an increase of 6.3% compared to $2.52 for the same period last year. Our year-to-date results tell a similar success story to the third quarter.

Excluding merger-related costs, our regulatory efforts delivered $0.68 of new rates and rider recovery, which more than offset higher operating expenses, financing and depreciation. We benefited from $0.07 of weather favorability with $0.04 of milder-than-normal weather this year compared to $0.11 of milder-than-normal weather for the same period last year. Our earnings guidance is based upon normal weather within our jurisdictions. O&M increased by $0.37, primarily due to merger-related expenses, employee costs and outside services, insurance premiums and unplanned outages. Excluding merger-related costs, we expect to manage our 2025 O&M expenses to a compounded annual growth rate of approximately 3.5% off of 2023 O&M expense.

We incurred $0.34 of financing and depreciation expenses supporting our capital investments. Financing and costs increased by $0.25, which included $0.23 of higher interest expense due to higher interest rates, $0.11 of dilution from new shares issued and a benefit of $0.09 from AFUDC. Depreciation expense increased by $0.09, driven by new assets placed in service. As we approach the end of the year, we remain confident in our ability to meet our adjusted EPS guidance range and remain committed to achieving the financial commitments we made at the beginning of the year. Further details on year-over-year changes can be found in our earnings release and our 10-Q to be filed with the SEC later today.

Slide 10 presents our solid financial position through the lens of credit quality, capital structure and liquidity. We continue to sustain a healthy balance sheet by delivering credit metrics within our targets of 55% net debt to total capitalization and 14% to 15% FFO to debt, 100 basis points above our downgrade threshold of 13%. We completed our planned equity issuance for the year, issuing a total of $220 million of net proceeds in 2025, achieving our stated equity guidance range of $215 million to $235 million. Looking forward, we expect our 2026 equity issuance to be significantly lower, driven by stronger cash flows from the successful execution of our strategic capital investments, regulatory plans and increasing data center load growth.

In October, we completed our planned debt offering, issuing $450 million of 4.55% notes, a portion to be used to pay off our January 2026 long-term debt maturity of $300 million. As a result of our team's successful execution of our 2025 financing activities, we have funded our capital plan and maintained strong liquidity with more than $600 million of availability under our revolving credit facility at quarter end. Slide 11 shows our earnings growth trajectory beginning in 2023, along with our 2025 earnings guidance assumptions.

For 2025, we expect adjusted EPS to be between $4 and $4.20 per share, which at the midpoint represents a 5% increase over 2024 earnings. Our long-term earnings growth will be driven by ongoing customer growth within our jurisdictions, increasing data center demand and new rates and rider recovery on strategic investments like Ready Wyoming and Lange II that will provide long-term benefits to customers.

We believe we are well positioned to achieve the upper half of our long-term EPS growth target of 4% to 6% beginning in 2026. Slide 12 illustrates our industry-leading dividend track record of 55 consecutive years. We continue to target a 55% to 65% payout ratio. A dependable and increasing dividend is an important component of our strategy to deliver long-term value for our shareholders. I will now turn the call over to Marne for our business update.

Thank you, Kimberly, and good morning, everyone. I'm excited about our current position, the progress we have made on key initiatives and the promising growth opportunities that lie ahead, all while continuing to provide our customers with safe, reliable and cost-effective energy they rely on every day. Slide 14 illustrates our industry-leading reliability for our Electric Utilities. 2 of our 3 ranked in the top 10 companies in EEI's most recent report based upon 2024 SAIDI metrics. This reflects the benefits of our long-standing commitment to our customer-focused strategy and investments.

Moving to Slide 15. We continue to see significant data center interest. And in Wyoming, we are fulfilling this demand through our flexible service model of market energy, contracted generation and utility investment. Through our innovative tariff, we have served growing demand from Microsoft hyperscale data centers for more than a decade. We are now serving Meta's new AI data center under construction in Cheyenne, which we expect to transition from construction power to permanent service later this year. As Meta ramps up its data center and Microsoft demand continues to grow, our current plan includes 500 megawatts of data center demand by 2029, growing data center earnings contribution to more than 10% of total EPS in 2028.

Other leading data center partners are also recognizing the value of our customer-focused offerings and the ideal attributes of our service territory as a choice location. As a result, our growing pipeline of load requests offers compelling upside to our current plan. We are actively engaged in negotiating with high-quality partners, representing more than 3 gigawatts of data center load, a significant increase from our previously disclosed pipeline of 1-plus gigawatts. Supporting this expanded pipeline, 2 additional data center sites were announced in recent months to be constructed in Cheyenne and to take energy as early as 2026.

To capture this growth, we have executed nondisclosure agreements and are negotiating service agreements for these and other projects. While doing so, we continue to prioritize meeting our customers' unique needs, maintaining overall system reliability and appropriately addressing risks while ensuring we earn a fair return for our shareholders. Keeping with our normal practice, we will announce details when agreements are signed. Moving to Slide 16. We are very excited to be in the final stage of construction on our 260-mile $350 million Ready Wyoming transmission expansion and are just weeks away from the project being placed in service.

By year-end, we will be serving customers with a stronger system that reduces reliance on third-party transmission, enhances resiliency and increases access to market energy, including renewables. Our interconnected transmission network will support long-term price stability for our customers and enable continued growth across our service territory. And as a reminder, this investment is recovered through our Wyoming transmission rider with new rates effective in January 2026. Slide 17 outlines our progress on South Dakota Electric Resource Plan. During the third quarter, we broke ground on our Lange II project, a 99-megawatt utility-owned natural gas-fired generation resource located in Rapid City, South Dakota.

This new resource will replace aging generation facilities and address updated reserve margin requirements. We are on pace for the facility to be placed in service in the second half of 2026. Moving to Slide 18. In Colorado, our Clean Energy Plan is ever evolving, moving from a 350-megawatt plan to a 250-megawatt plan. This week, we received approval of our CPCN settlement for a 50-megawatt utility-owned battery storage project. And recently, the commission provided additional guidance on the solar projects. They have requested us to continue negotiating on the 200-megawatt PPA and abandoned negotiations on the 100-megawatt solar project due to increased pricing.

Slide 19 summarizes our regulatory progress. We are pleased with our settlement, which was reached during the third quarter for our Nebraska rate review. The settlement provides $23.9 million in new annual revenue based on an ROE of 9.85% and a capital structure of 50.5% equity. We anticipate approval of this settlement in December with new rates effective January 1, 2026, to replace interim rates in effect since August. The settlement also includes the renewal of our 5-year system safety and integrity rider, an insurance cost tracker and a weather normalization pilot program. In Arkansas, we're preparing to file a gas rate review to recover investments that support safe, reliable service and strong growth in the region.

We are also preparing for an electric rate review in South Dakota after holding base rates unchanged for more than a decade. The request will recover our customer-focused investments, including the Lange II generation project and increased cost to serve customers since our last rate review in 2014. And finally, in Wyoming, we are preparing to file our Wildfire Mitigation Plan this month for commission approval in accordance with wildfire liability legislation. Following our approval process, we expect to obtain significant liability protections as we remain in compliance with our approved plan. With that, I will now turn the call back to Linn.

Thank you, Marne. As I hope you've heard, we delivered another strong quarter, achieving significant progress within our financial, strategic and regulatory strategies. This gives us confidence in achieving our 2025 earnings guidance and our ability to deliver in the upper half of our long-term EPS CAGR starting next year. We're at a pivotal juncture in our company's history. We have large transformative projects coming online in the near term, coupled with a robust pipeline of growth opportunities, including expanding data center demand.

Additionally, our planned merger with NorthWestern Energy will provide us with the advantages of increased scale and new opportunities. Thank you for your interest and your trust in Black Hills as we partner to grow long-term value for our customers and our stakeholders. This concludes our prepared remarks, and we're happy to take your questions.

[Operator Instructions] Our first question comes from Chris Ellinghaus with Siebert Williams Shank.

Marne, given your pipeline for data center potential resource requirements, have you guys done anything to put in options or reservations on any important critical equipment at this point?

Chris, thanks for the question. We're obviously very excited about the pipeline that we're building. And much to your point, it is going to require some generation. But we have -- we do have some reservations, and we also continue to use our LPCS tariff, which allows us to serve it through that mix of utility-owned, contracted as well as market purchases. And so really providing us a lot of flexibility in how we serve this growing pipeline.

Yes. I wanted to ask you about this. I assume you have a preference for utility-owned, but do you have any considerations or thought process on having it be nonregulated generation transmission?

Yes. With the tariff, certainly, there's good opportunity for utility ownership. But I think the flexibility is what's most important because our tariff does allow us to earn a utility-like return even without the rate base investment. And so that flexibility is really important as we talk about this expanded pipeline because we can be almost agnostic in some perspectives of how we serve it. It's really important, as I mentioned earlier today that making sure we have the reliability.

So that obviously is going to come through some control of capacity, but we want to make sure that we're managing it from a risk perspective with tail risk and protection of customers. We want to make sure we're getting the returns. And so that model that we've been talking about here for -- gosh, we've had in place for a little over 10 years will continue to be the model that we use as we talk about this growing load.

Okay. Great. Given -- I don't know how to phrase this, but given the activity in the Montana commissions in the last couple of months, have you got any concerns or thoughts about the approval process in Montana? And are you thinking that, that could be extended given what's been happening there?

Chris, this is Linn. We're watching that closely with our friends at NorthWestern. NorthWestern, of course, does a lot of business for a long time in Montana. We're taking a lot of guidance from them in terms of the politics, et cetera. To be blunt, we're not worried. In fact, some of the things that have happened recently arguably can be helpful to the process. We're watching it closely, staying highly engaged with that commissions through our application. We'll be starting discovery here quite soon. We'll look forward to the procedural schedule that will tell us a lot, too. So we're aware and we're managing our way through it.

Okay. Given the good third quarter results and sort of where consensus expectations are for the fourth quarter, that sort of implies towards the upper end of your guidance range for the year, but you didn't really address where you think you're falling in the range so far. Are there any fourth quarter issues that you'd highlight that might be on the more negative side?

Yes, Chris, it's Kimberly here. I don't think there's anything that we would highlight. Everything operationally, financially, we're really hitting on all cylinders. We're obviously always focused on the weather. And I'd just remind listeners that our earnings guidance is based on normal weather. So that's the thing that we watch and are probably most concerned about, but it's outside of our control. Operationally, we're in a really good place. So overall, there's just nothing else that I would highlight. And again, I'd just remind listeners that we did reaffirm our guidance for the year. So we're really feeling good about where we're at.

Chris, this is Linn. I would only highlight beyond what Kimberly just said that the largest project -- capital project in our company's history, our Wyoming Ready project is on schedule. We'll have that finished before the end of the year. So that's a big deal for us, too.

Sure. Lastly, there's been some data points on some economic issues, some weakness here and there and lots of layoffs of late. Have you seen any indicators of weakness in your service areas at this point?

We monitor that closely, Chris. And I'd say the short answer is no. We're watching that closely. But in our particular service territories, the economic conditions seem to continue to be strong, maybe not as strong as they've been in the past, but they're still -- they're certainly not weak, put it that way.

[Operator Instructions] Our next question comes from Andrew Weisel with Scotiabank.

First question, I want to ask [indiscernible] try to quantify the EPS upside from the Crusoe-Tallgrass data center project. Bear with me here. I know that you're not going to answer the direct question here, but I want to go through this thesis going around, you may have heard. The basic concept is you've talked about 10% of 2028 EPS coming from data centers based on 500 megawatts. We can take 2025 EPS, grow it by 5% per year, take 10% of that, divide by 500. That gives a simplified math of EPS per megawatt.

You multiply that by 1.8 gigawatts, you get a huge potential impact in the neighborhood of like $1.50 of EPS or more by the time this project is at full scale. It would be even higher if we did like 2.5 gigawatts or 3 gigawatts that you've talked about today. So admittedly, this is very simplified math. But does that approach make sense to quantifying the upside? Or I know you've talked a lot about the tariff structure. Are there diminishing returns or any other reason to think that, that approach and that level of upside is wrong?

Andrew, it's Kimberly. What I generally say is your theory and your mathematical calculation is directionally correct. It's really important to understand that we negotiate with each of these data centers. And so the nuances of those contractual agreements will be different between each of the respective hyperscalers, whether it's our existing customer base with Microsoft and Meta, whether it's the forecasted opportunities with some of the hyperscalers that we're currently negotiating with. So in general, each megawatt is going to look a little different. But from a theoretical perspective, you're absolutely right. This is going to be a significant opportunity from Black Hills' long-term growth perspective.

And Andrew, Kimberly answered that question very, very well. I'd also add that some of these revenues also go back to customers. They go back through administrative fees and other kinds of fees. So it's very beneficial to customers the way these tariffs are set up as well.

Okay. Great. That's helpful and very encouraging. Along those lines, you talked earlier about incorporating the upside to the growth plan from data centers only after contracts are signed, which makes sense. Should that happen before the merger closes, would you address the growth outlook? Or is the 4% to 6% more or less frozen, so to speak, until the deal closes? I'm not looking for a number, I'm asking for a philosophy.

Andrew, yes, this is Kimberly again. So obviously, we're very focused on achieving our current growth rate, and we're on target to do that. We've obviously guided to the upper end of that range as a result of a lot of the projects our teams are working on that will go into service, Ready Wyoming, our Lange II project, et cetera. So as we think about data center growth, obviously, it would be a significant upside to our plan. And we would obviously provide an update at the point that we're going to close or sign these contracts. And at that point, we'll assess whether it's the right time to change our earnings guidance range, our long-term earnings guidance range for any reason. So that's really how we're thinking about it at this point.

Okay. Very clear. One last one, if I may. You own a coal mine, which has not gotten a lot of investor attention recently. But in today's environment, it might be worth more than it has been in the past. How are you thinking about that asset? Is it something that you could potentially monetize? Coal, obviously, is not a rare earth mineral, but it seems to fall into that rare earth conversation. How do you think about that asset strategically?

We're keeping our options open, I suppose, Andrew. You might know my background is mining engineering. So I'm aware of what this could be and what it could not be. We are aware we have rare earth minerals in our coal, in our fly ash, et cetera. It'd be my personal opinion, probably not enough to monetize, but stranger things have happened. We'll watch what's happening at the Washington, D.C. region, especially if there was a price floor or something of that nature.

We're all aware that the Chinese can flood the market very quickly if they choose to in that regard, et cetera. So we're keeping an eye on it, I suppose. Our coal has been tested, analyzed. So we're kind of aware of what's there, but we don't think there's anything that we need to be really happy or concerned about in the near term. How does that sound?

Thank you. I would now like to turn the call back over to Linn Evans for any closing remarks.

Well, thank you, everyone, for your interest in Black Hills today. We appreciate your time. We appreciate your investment in us and your confidence in us. As you can see, I think we're hitting on all cylinders. So we're very excited about finishing our Ready Wyoming project. We're excited about our merger in the second half of next year with our friends at NorthWestern Energy.

We'll be seeing many of you in the next couple of days at the Edison Electric Institute Financial Conference. We wish you safe travels, and we look forward to connecting with you there. And then finally, I just want to say a huge thank you to our team, how engaged you are as you're improving our customers' lives with energy every day. Thank you for what you do. And with that, enjoy a Black Hills Energy Safe Day.

Thank you. This concludes the conference. Thank you for your participation. You may now disconnect.