OREANDA-NEWS. June 17, 2015. Fitch Ratings has affirmed the Issuer Default Ratings (IDR) of Black Hills Corporation (BKH) and its regulated electric utility subsidiary, Black Hills Power, Inc. (BHP) at 'BBB+' with Stable Rating Outlooks. Fitch has also affirmed the short-term IDRs of both BKH and BHP at 'F2'. A full list of rating actions follows at the end of this press release. Approximately \\$1.5 billion of long-term debt is affected by the rating actions.

The ratings reflect solid performance at the regulated electric and gas utilities, constructive regulatory regimes, a large capex program primarily focused on regulated utility investments and, to a lesser extent, growing nonregulated oil and gas investments in the Mancos shale play. BKH's ratings reflect improvements in its capital structure over the last two years including the refinancing of legacy high coupon debt and closing out of underwater out-of-the money interest rate swaps that has lowered interest expense. The company also benefits from sufficient liquidity and manageable debt maturities. In Fitch's view, BKH's non-regulated oil and gas operations presently place limited financial pressure on the parent given their current size and scope. BKH's proposal to place a portion of its natural gas assets into a separate non-regulated affiliate, which would supply its utilities with up to 50% of annual gas consumption through long-term contracts, if successful would reduce the inherent risks and volatility of their non-regulated oil and gas business segment.

The Stable Outlooks reflect the low risk and predictable earnings and cash flows of the regulated electric and gas utilities. Fitch expects the regulatory environment to remain constructive across BKH's seven distinct regulatory jurisdictions throughout the forecast period. The Stable Outlook also considers that BKH nonregulated businesses largely support the current funding needs of the company's oil and gas exploration and production segment through a nonutility money pool.

Parent and Subsidiary Linkage

BHP has a high degree of operational and financial integration with its parent and its other utilities. BHP's ratings are currently the same as the parent, but significant investments in the oil and gas business segment that places financial pressure at the parent could warrant a downgrade at BKH and a one-notch separation of IDR's between BKH and BHP.

KEY RATING DRIVERS
Stable Credit Metrics:

BKH's FFO coverage and leverage ratios for the LTM period ending March 31, 2015 were 5.6x and 3.6x, respectively, and reflect solid operating performance at the regulated utilities during milder winter weather as compared to last year. Fitch expects BKH's FFO coverage ratios to remain above 5.0x and FFO leverage ratios to remain below 4.0x through 2015-2017, commensurate with the current 'BBB+' rating category.

Low-Risk Business Profile

Substantially all cash flows and earnings are derived from regulated activities or non-regulated investments that have long-term contracts with BKH's utilities.

BKH operates regulated electric and natural gas utilities in seven states, all of which allow for pass-through of commodity and/or purchased power costs and many feature other riders or recovery mechanisms that enhance timely recovery of expenses and invested capital. Transmission investments are regulated by the Federal Energy Regulatory Commission (FERC) or state regulatory commissions with most capital expenditures eligible for rider recovery. The diversity by regulated jurisdiction further enhances the predictability of cash flows and minimizes the effects of exogenous factors. Non-regulated investments consist of a legacy upstream energy exploration and development business. Fitch considers BKH's coal and competitive generation businesses, which are largely contracted to BKH's utilities, as possessing relatively low risk.

Large Capex
BKH plans to spend \\$1.4 billion on capex through 2017, levels approximately 25% higher than the preceding three year period. Of that amount approximately \\$250 million is eligible for timely recovery under recovery mechanisms. Capex will be primarily focused on new transmission and distribution investments at the electric and gas utilities and to a lesser extent, new oil and gas investments in the Mancos Shale play. BKH's future electric generation capex needs are largely complete as the \\$222 million 132 MW gas fired Cheyenne Prairie Generating Station power plant entered service last year and the smaller \\$65 million 40MW simple-cycle natural gas fired plant at Colorado Electric enters service in 2016. Capex at the gas utilities is primarily centered on pipeline replacement programs, typically subject to automatic recovery mechanisms. Additional electric generation is likely to be focused on small scale wind and solar renewable projects. Fitch forecasts BKH to remain FCF negative through the forecast period and has assumed a balanced mix of debt and equity financing.

Financial and Operational Integration

BKH's utilities, coal, and merchant generation businesses have a large degree of operational and financial integration, with jointly owned or contracted generation and common call centers. BKH's individual utilities are relatively small and share centralized treasury functions with working capital financed through a utility money pool. While BHP as well as its sister utility, Cheyenne Light Fuel and Power, issue long-term debt in their own names, the four natural gas local distribution companies (LDCs) and Colorado Electric are held in a second-tier holding company, Black Hills Utility Holdings, Inc., which is largely financed by intercompany advances from BKH.

Evolving Oil and Gas Strategy
BKH has interests in the Mancos shale play and is committing relatively large capital investments in order to further assess and prove its potential reserves in the area. BKH placed three wells into service in the first quarter and plans to drill an additional ten wells this year. While management expects drilling capex to peak in 2015 at \\$167 million and decline thereafter to average \\$122 million through 2017, even higher capital levels could be committed to this business if drilling results are successful, particularly in an improving commodity price environment or upon regulatory approval of its utility cost of service gas supply program. Fitch models assume a capex budget approximately 10% higher per annum than management forecasts. Funding needs will be met primarily through a nonutility money pool and equity from BKH.

BKH's proposal to place a portion of its natural gas assets into a nonregulated exploration and production subsidiary, which would supply its utilities with up to 50% of annual gas consumption through long-term contracts, if successful would reduce the inherent risks and volatility of the non-regulated oil and gas business segment and would be viewed positively by Fitch. BKH has traditionally managed this business in a conservative manner and uses swaps and other instruments up to two years in duration to hedge pricing risk.

KEY RATING DRIVERS FOR BHP

Stable Credit Metrics: BHP exhibits a solid financial profile with strong earnings and cashflows. BHP's FFO coverage and leverage ratios for the LTM period ending March 31, 2015 were 4.8x and 3.4x, respectively, and reflect new rates offset by milder than normal winter weather. Fitch projects EBITDAR coverage to approximate 5.0x and EBITDAR leverage to remain under 3.8x, respectively, through 2015-2017, commensurate with the current rating category. Fitch notes that BHP has a conservative capital structure with equity representing 53% of capitalization as of Mar. 31, 2015.

Declining Capex

BHP plans to spend \\$217 million on capex through 2017, levels approximately 10% higher than the preceding three year period. With the Cheyenne Praire Generating Station now online, Fitch expects BHP's capex will decline significantly in 2016 and average \\$51 million per annum through 2017 with the expected completion of the 230KV Teckla to Osage transmission line in 2016. Given that BHP's coal fired generation fleet is relatively modern, future environmental expenditures are expected to be modest. Going forward, Fitch expects BHP to be modestly FCF negative through the forecast period and Fitch anticipates future funding needs will be primarily financed through the utility money pool.

KEY ASSUMPTIONS

BKH
Constructive regulatory environment across seven jurisdictions.
Capital expenditures of \\$1.4 billion through 2017.
No equity through 2017.

BHP
\\$6.9 million rate increase effective Oct. 1, no rate cases through 2017.
Capital expenditures of \\$217 million through 2017.
No long-term debt maturities through 2017.

RATING SENSITIVITIES
BKH

Positive Rating Sensitivities

A positive rating action is not anticipated at this time.

Negative Rating Sensitivities

Unexpected adverse regulatory decisions; FFO fixed-charge coverage sustained below 4.75x and total debt/EBITDAR sustained above 3.75x; and/or a weaker holding company business and financial risk profile from larger investments in oil and gas drilling could cause negative rating actions.

BHP

Positive Rating Sensitivities

A positive rating action is not anticipated at this time

Negative Rating Sensitivities

Unexpected adverse regulatory decisions; FFO fixed-charge coverage sustained below 4.75x and total debt/EBITDAR sustained above 3.75x;

LIQUIDITY

Sufficient Liquidity
BKH has \\$438 million of liquidity available under its \\$500 million unsecured revolving credit facility including \\$63 million of unrestricted cash and cash equivalents. The credit facility can be upsized to \\$750 million with the consent of the lenders and matures in May 2019. The credit facility is subject to a maximum debt to capitalization ratio of 65% and BKH was in compliance with a debt to capitalization ratio of 54% as of March 31, 2015. Maturities through the forecast period are minimal and consist of a \\$300 million dollar term loan due April 12, 2017 which Fitch expects to be refinanced upon expiry.

Fitch considers BKH's liquidity adequate. BKH's \\$500 million bank credit facility contains cross-default covenants if BKH or its subsidiaries failed to make timely payments of debt obligations.

FULL LIST OF RATING ACTIONS

Fitch has affirmed the following ratings with a Stable Outlook:

Black Hills Corp.
--Long-term IDR at 'BBB+'';
--Senior unsecured debt at 'BBB+';
--Short-term IDR at 'F2'.

Black Hills Power, Inc.
--Long-term IDR at 'BBB+';
--First Mortgage Bonds at 'A';
--Short-term IDR at 'F2'.