NorthWestern Energy Group, Inc.

Good morning, everyone. Welcome to today's conference call to discuss the Black Hills Corporation and Northwestern Energy merger. My name is Michelle, and I'll be your operator. At this time, all participants are in listen-only mode. The call will be open for analyst questions following the presentation, and instructions will be given at that time. You can find the press release and associated materials for today's call on the investor relations section of either company's website. As a reminder, today's call is being recorded. As provided on slide two, any forward-looking statements made during today's conference call are given in the context of today only and are subject to important risks as described in the presentation. Actual results and events could differ materially from those discussed here. Please also refer to the additional information discussed on slide two, as well as in the SEC filings and joint press release for both companies. With that, I will now turn the call over to Lynn Evans President and Chief Executive Officer of Black Hills Corporation. Len?

Thank you very much, and good morning, everyone. We're coming to you live from Rapid City, South Dakota. If you've had the opportunity to visit our building here in Rapid City, you might know that we're sitting in the northwest corner of our building with a gorgeous view this morning of the sun rising on the Black Hills, so just a great day to be here. So thank you for joining us, and this is really a memorable day for us. as we announced at our boards yesterday, unanimously approved a merger agreement to combine our two great companies to create what we see as a premier regional regulated electric and natural gas utility company. These are two great companies that are performing together for the last 20 years. We've talked about potentially combining these two companies and given the organic growth opportunities both to have before us and the impact on customer affordability, The benefits of scale, we would argue, have never been more relevant. Emerging our businesses now has never made more sense. On this slide, next slide is today's speakers. I'm very pleased to be joined today with a highly experienced team that will be leading our combined company post-closure. Brian Bird is with me this morning. He's President and CEO of Northwestern. who will become CEO of the Combined Company. Marnie Jones is also with us this morning. She's Black Hills Chief Utility Officer, and she will become the Chief Operating Officer of the Combined Company. And Crystal Lael, who's CFO of Northwestern, will remain as CFO going forward with the Combined Company. And I'm pleased that Kimberly Nooney, who's Black Hills CFO, will become the company's Chief Integration Officer upon close. I'm moving to slide four. This is a great slide that gives an overview of the transaction. I'll take some time to walk through this. Very important slide. The combination is being structured, importantly, as an all-stock combination of Black Hills and Northwestern, with no new debt being issued related to the transaction. The Northwestern shareholders will receive 0.98 shares of Black Hills stock for each share that they hold in Northwestern. As of the expected closing, we estimate today that the combined company will be owned 56% by the legacy Blackhill shareholders and 44% by the legacy Northwest Western Western shareholders. In terms of the executive leadership profile, which I just went through, our teams have been working very closely over the last several months to bring this deal together. Very complimentary cultures, great team of people that we've got to know over the, over a number of years and work very closely together. The corporate headquarters will be located here in Rapid City, but similar to what I would call our current operations model, we'll have other operation centers and other corporate offices that we'll maintain across our service territories, knowing how important that local service is to our ongoing success. And we'll continue to work through the integration process, and we'll announce what we believe will be a new company name and a new stock ticker upon closing. I will announce that as we start to head into the proxy vote period. Our utility subsidiaries will continue to do business under their legal names without any expected disruption to customer service. As you know, we've been through around this horn a few times with other M&A activity. We're very good at it as a collective team, so we're looking forward to making that happen. And the transaction will be subject, of course, to customary regulatory approvals. We'll seek approval in Montana Nebraska and South Dakota and its potential. We may need to seek approval in Arkansas. And importantly, expect that the closing will happen from 12 to 15 months from today's announcing. Also will be seeking approval, of course, from FERC and Hart-Scott-Rodino. So we're very excited about this transaction. Very favorable to customers, the communities we serve, shareholders and employees. And I hope you hear the excitement of my voice. We're very excited for this opportunity. With that, I'm going to turn it over to Brian.

Thanks, Len. I'll tell you to start, I think a picture speaks a thousand words in slide five here. You know, it's pure play utility across eight contiguous states. And as you look at the map, the states of this combined service territories are going to cover 20% of the continental United States, which allows the combined company to be exposed to incremental accretive growth projects across electric, and natural gas and now with the financial scale to better capture those opportunities. The combination of these two highly complementary businesses with shared cultures and commitment to operational excellence creates in what we believe will be a premier utility platform in our region. Together we'll have approximately 11 billion of combined rate base underpinning energy delivery to approximately 2.1 million electric and natural gas utility customers. All of this will be supported by workforce 4,400 highly skilled employees. Our business mix will be more balanced across 61% electric and 39% gas. We'll be much more diversified by regulatory jurisdiction with no single jurisdiction being more than 33% of the combined rate base. And of our CapEx, 75% of that CapEx is going to be focused on gas and electric T&D business. The combination presents compelling and strategic and financial rationale. We believe this strategic transaction is the right combination at the right time. We've been working leading up to this day almost for half a year on this transaction, and as Lynn pointed out early on his points, it's been a very, very cooperative and you can tell cultures aligned extremely well to do it. Both management teams have reinforced our shared belief in the importance of scale in the utility industry. This combination of contiguous utility service territories, we believe, will enhance our ability to continue delivering safe, reliable, and cost-effective energy to our customers. As a sign of the recognition of how these two companies will be better together, we are setting a long-term EPS growth rate for the combined company of 5% to 7%. It's 100 basis points higher than than each standalone company's 4% to 6% range currently. We believe this can be achieved through a combination of smaller equity issuances, operational optimization in the business, and enhanced growth opportunities of the combined business. Further, we expect the transaction to be accretive to each company's shareholders in the first full year post-closing. We would expect this combination to continue to produce strong and predictable earnings and cash flows. Overall, we believe the combined company will be in a stronger position to capture incremental creative growth opportunities more than either company could achieve independently. Lastly, our two teams know each other well at both the executive and operational levels, which we believe is an asset to help us deliver operational and financial best practices. Regarding scale. We are firm believers in the value of scale and how this will unlock our ability to do more together than either company can do standalone as we continue to invest for the benefit of our customers. Across various metrics, this transaction will transform our scale position, solidifying us as a regional leader and will move us from this mid-cap space to a mid-cap utility. This larger footprint provides enhanced opportunities to efficiently manage our business and ensure affordable and reliable service while supporting substantial rate-based investment opportunities. Regarding diversity, in addition to scale, both companies share a belief that a balanced business mix provides benefits to all stakeholders and customers across our predominantly residential electric and gas customer base. The balanced contribution by jurisdiction supports the company's ability to manage the regulatory outcomes, and supports a stable earnings and cash flow profile with no single jurisdiction representing more than one-third of rate base. And with that, I'm going to pass it over to Marnie.