UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM U-3A-2
STATEMENT BY HOLDING COMPANY CLAIMING EXEMPTION UNDER
RULE U-3A-2 FROM THE PROVISIONS OF THE PUBLIC UTILITY
HOLDING COMPANY ACT OF 1935
To Be Filed Annually prior to March 1
BLACK HILLS CORPORATION
For the fiscal year ended December 31, 1999
Black Hills Corporation hereby files with the Securities and Exchange
Commission, pursuant to Rule 2, its statement claiming exemption as a holding
company from the provisions of the Public Utility Holding Company Act of 1935,
and submits the following information.
ITEM 1. NAME, STATE OF ORGANIZATION, LOCATION AND NATURE OF BUSINESS OF CLAIMANT
AND EVERY SUBSIDIARY THEREOF, OTHER THAN ANY EXEMPT WHOLESALE GENERATOR
("EWG") OR FOREIGN UTILITY COMPANY IN WHICH CLAIMANT DIRECTLY OR
INDIRECTLY HOLDS AN INTEREST.
Black Hills Corporation
Black Hills Corporation is a South Dakota corporation headquartered in
Rapid City, South Dakota. The corporation is a public utility holding company
and is the ultimate parent corporation of the Black Hills organization.
Subsidiaries of Black Hills Corporation are engaged in the generation,
transmission, distribution and sale of electricity, the production, marketing
and transportation of natural gas, oil, and coal, and the provision of
communications, cable and internet services. Black Hills Corporation is publicly
traded and is listed on the New York Stock Exchange.
Black Hills Power, Inc.
Black Hills Power, Inc. ("Black Hills Power") is a South Dakota
corporation and a wholly owned subsidiary of Black Hills Corporation,
headquartered in Rapid City, South Dakota. Black Hills Power is a public utility
engaged in the generation, transmission, distribution and sale of electricity to
approximately 57,700 customers in eleven counties in western South Dakota,
eastern Wyoming and southwestern Montana. Black Hills Power is the only public
utility subsidiary of Black Hills Corporation.
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Wyodak Resources Development Corp.
Wyodak Resources Development Corp. ("Wyodak") is a Delaware corporation
and a wholly owned subsidiary of Black Hills Corporation, headquartered in Rapid
City, South Dakota with its principal place of business in Gillette, Wyoming.
Wyodak owns and operates a surface coal mine in the Powder River Basin of
Wyoming. Wyodak produces and markets coal to numerous unrelated third parties
and also supplies coal to Black Hills Power. Subsidiaries of Wyodak are engaged
in the businesses of producing and marketing coal, oil and natural gas.
Black Hills Exploration & Production, Inc.
Black Hills Exploration & Production, Inc. ("BHEP") is a Wyoming
corporation and a wholly owned subsidiary of Wyodak headquartered in Rapid City,
South Dakota. BHEP engages in oil exploration and production in Wyoming,
Montana, North Dakota, Colorado, California, Texas, Oklahoma, Louisiana and New
Mexico.
Landrica Development Company
Landrica Development Company ("LDC") is a South Dakota corporation and
a wholly owned subsidiary of Wyodak, headquartered in Rapid City, South Dakota.
LDC is the owner of a coal benefication plant located near Gillette, Wyoming.
The plant is currently in the testing phase, but LDC hopes to commence
production within the next year.
Black Hills Capital Group, Inc.
Black Hills Capital Group, Inc. ("BHCG") is a South Dakota corporation
and a wholly owned subsidiary of Wyodak headquartered in Rapid City, South
Dakota. BHCG is a holding company for subsidiaries which are engaged in the
production and marketing of coal, oil and natural gas and in also the
communications, cable, and internet industries.
Black Hills Fiber Systems, Inc.
Black Hills Fiber Systems, Inc. ("BHFS") is a South Dakota corporation
and a wholly owned subsidiary of BHCG, headquartered in Rapid City, South
Dakota. BHFS is a fifty-one percent member of Black Hills Fibercom, LLC and is
the parent corporation of DAKSOFT, Inc.
Black Hills Fibercom, LLC
Black Hills Fibercom, LLC ("BHFC") is a South Dakota limited liability
company headquartered in Rapid City, South Dakota. The company consists of two
members, BHFS and GLA New Ventures, LLC. The company is engaged in the business
of providing telephone, cable and internet services in the Black Hills region of
western South Dakota.
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DAKSOFT, Inc.
DAKSOFT, Inc. ("Daksoft") is a South Dakota corporation and a wholly
owned subsidiary of BHFS headquartered in Rapid City, South Dakota. Daksoft
develops and markets internally generated computer software to its affiliates
and to unrelated third parties.
Enserco Energy, Inc.
Enserco Energy, Inc. ("Enserco") is a South Dakota corporation and a
wholly owned subsidiary of BHCG headquartered in Golden, Colorado. Enserco is
engaged in the business of marketing natural gas on a wholesale basis in the
Rocky Mountain and Pacific Coast regions of the United States. Enserco is also
the sole member of VariFuel, LLC.
VariFuel, LLC
VariFuel, LLC ("VariFuel") is a South Dakota limited liability company
and a wholly owned subsidiary of Enserco headquartered in Chicago, Illinois. The
company is engaged in marketing retail natural gas in the metropolitan area of
Chicago, Illinois. VariFuel does not own or operate any facilities used for the
distribution (at retail or wholesale) of natural gas or manufactured gas.
Black Hills Coal Network, Inc.
Black Hills Coal Network, Inc. ("BHCN") is a South Dakota corporation
and a wholly owned subsidiary of BHCG headquartered in Mason, Ohio. BHCN markets
coal in the Northeastern, Atlantic and Great Lakes regions of the United States.
Black Hills Energy Resources, Inc.
Black Hills Energy Resources, Inc. ("BHER") is a South Dakota
corporation and a wholly owned subsidiary of BHCG headquartered in Houston,
Texas. BHER engages in the marketing and transportation of oil.
Black Hills Energy Pipeline, LLC
Black Hills Energy Pipeline, LLC is a Delaware limited liability
company and a wholly owned subsidiary of BHER headquartered in Houston, Texas.
The company is a 32.33% limited partner in Millennium Pipeline Company, L.P., a
Texas limited partnership which owns and operates an oil pipeline in the Gulf
Coast Region of Texas.
Black Hills Millennium Pipeline, Inc.
Black Hills Millennium Pipeline, Inc. is a South Dakota corporation and
a wholly owned subsidiary of BHER headquartered in Houston, Texas. The company
is a 1.0% general partner in Millennium Pipeline Company, L.P. a Texas limited
partnership which owns and operates an oil pipeline in the Gulf Coast Region of
Texas.
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Black Hills Energy Terminal, LLC
Black Hills Energy Terminal, LLC is a South Dakota limited liability
company and a wholly owned subsidiary of BHER headquartered in Houston, Texas.
The company is a 32.33% limited partner in Millennium Terminal Company, L.P., a
Texas limited partnership which owns and operates an oil terminal and storage
facility.
Black Hills Millennium Terminal, Inc.
Black Hills Energy Terminal, LLC is a South Dakota corporation and a
wholly owned subsidiary of BHER headquartered in Houston, Texas. The company is
a 1.0% general partner in Millennium Terminal Company, L.P., a Texas limited
partnership which owns and operates an oil terminal and storage facility.
Millennium Pipeline Co., L.P.
Millennium Pipeline Co., L.P. is a Texas limited partnership which owns
and operates an oil pipeline in the Gulf Coast region of Texas. Millennium
Pipeline Co., L.P. is 33% owned by subsidiaries of Black Hills Corporation and
66% owned by subsidiaries of Equilon Energy.
Millennium Terminal Co., L.P.
Millennium Terminal Co., L.P. is a Texas limited partnership which owns
and operates an oil terminal and storage facility. Millennium Terminal Co., L.P.
is 33% owned by subsidiaries of Black Hills Corporation and 66% owned by
subsidiaries of Equilon Energy.
Black Hills Energy Capital, Inc.
Black Hills Energy Capital, Inc. ("BHEC") is a Delaware corporation and
a wholly owned subsidiary of Black Hills Corporation headquartered in Wheeling,
Illinois. The corporation is engaged in the independent power industry. Through
its subsidiaries the corporation holds investments in numerous hydroelectric and
natural gas fired electric generating facilities located in New York,
Massachusetts, Colorado and California that are either qualifying facilities
("QF"), or owned by EWGs.
Black Hills Berkshire, LLC
Black Hills Berkshire, LLC is a Delaware limited liability company and
a wholly owned subsidiary of BHEC. The company is presently inactive.
Black Hills Capital Development, Inc.
Black Hills Capital Development, Inc. is an Illinois corporation and a
wholly owned subsidiary of BHEC. The corporation is presently inactive.
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Black Hills North America, Inc.
Black Hills North America, Inc. is a Delaware corporation and a wholly
owned subsidiary of BHEC headquartered in Wheeling, Illinois. The corporation
holds a one percent general partnership interest in Indeck North American Power
Fund, L.P., which, through its subsidiary, is an investor in electric generating
facilities in Massachusetts and California that are either QFs, or owned by
EWGs.
North American Funding, LLC
North American Funding, LLC is a Delaware limited liability company and
a wholly owned subsidiary of BHEC headquartered in Wheeling, Illinois. The
company is an investor in one electric generating facility in Massachusetts and
two in California that are either QFs, or owned by EWGs.
EIF Investors, Inc.
EIF Investors, Inc. is a Delaware corporation and a wholly owned
subsidiary of BHEC headquartered in Wheeling, Illinois. The corporation holds
BHEC's investment in Energy Investors Fund, L.P, Energy Investors Fund II, L.P.,
and Energy Investors Fund III, L.P., which in turn hold investments in numerous
electric generating facilities that are either QFs, or owned by EWGs in the
United States and elsewhere
Black Hills High Desert, Inc.
Black Hills High Desert, Inc. is a Delaware corporation and a wholly
owned subsidiary of BHEC. The corporation is currently inactive.
Black Hills Idaho Operations, LLC
Black Hills Idaho Operations, LLC, is a Delaware limited liability
company and a wholly owned subsidiary of BHEC. The company is headquartered in
Wheeling, Illinois. The company is engaged in the business of providing plant
operating services to two qualifying natural gas fired facilities located in the
cities of Rupert and Glenns Ferry, Idaho.
Indeck North American Power Partners, LP
Indeck North American Power Partners, LP ("INAPP") is a Delaware
limited partnership headquartered in Wheeling, Illinois. BHEC holds direct and
indirect limited and general partnership interests in INAPP totaling 53.33%.
BHEC also provides management services to INAPP. INAPP is the sole general
partner of Indeck North American Power Fund, L.P.
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Indeck North American Power Fund, LP
Indeck North American Power Fund, LP ("INAPF") is a Delaware limited
partnership headquartered in Wheeling, Illinois. BHEC holds direct and indirect
limited and general partnership interests in INAPF totaling 38.33%. BHEC also
provides management services to INAPF. INAPF holds investments in two natural
gas fired cogeneration facilities located in Massachusetts and California that
are either QFs, or owned by EWGs.
Black Hills Ontario, LLC
Black Hills Ontario, LLC is a Delaware limited liability company with
operations in Ontario, California. BHEC holds direct and indirect membership
interests in the company totaling 50%. BHEC is also a manager of the company.
The company owns and operates a natural gas fired qualifying cogeneration
facility in Ontario, California.
Indeck Harbor, LLC
Indeck Harbor, LLC ("Indeck Harbor") is a Delaware limited liability
company with operations in Long Beach, California. BHEC indirectly holds a 39%
membership interest in Indeck Harbor. Indeck Harbor owns seventy percent of the
capital stock of Harbor Cogeneration Company, an EWG that owns and operates a
natural gas fired cogeneration facility in Long Beach, California.
Indeck Auburndale, LLC
Indeck Auburndale, LLC is a Delaware limited liability company and a
wholly owned subsidiary of INAPF. The company is currently inactive.
Indeck Gordonsville, LLC
Indeck Gordonsville, LLC is a Delaware limited liability company and a
wholly owned subsidiary of INAPF. The company is currently inactive.
AHDC, LLC
AHDC, LLC is a New York limited liability company and a wholly owned
subsidiary of Adirondack Hydro Development Corporation ("Adirondack Hydro"), an
EWG that is described in detail in Item No. 4(a), below. AHDC, LLC is
headquartered in South Glens Falls, New York. The company holds the right to
receive annuity payments resulting from the buy-out of several power purchase
agreements.
Middle Falls Corporation
Middle Falls Corporation is an inactive New York corporation and a
wholly owned subsidiary of Adirondack Hydro. The corporation is headquartered in
South Glens Falls, New York.
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Middle Falls II, LLC
Middle Falls II, LLC is an inactive New York limited liability company
that is a wholly owned subsidiary of Adirondack Hydro. The company is
headquartered in South Glens Falls, New York.
Sissonville Corporation
Sissonville Corporation is a New York corporation and a wholly owned
subsidiary of Adirondack Hydro. The corporation is headquartered in South Glens
Falls, New York. The corporation holds a 49% limited partnership interest in
Sissonville Limited Partnership, an EWG that owns a hydroelectric generating
facility on the Hudson River system in New York.
Sissonville II, LLC
Sissonville II, LLC is a New York limited liability company and a
wholly owned subsidiary of Adirondack Hydro. The company is headquartered in
South Glens Falls, New York. The company holds a 1% general partnership interest
in Sissonville Limited Partnership, an EWG that owns a hydroelectric generating
facility on the Hudson River system in New York.
Sissonville Limited Partners, LLC
Sissonville Partners, LLC is a New York limited liability company and a
wholly owned subsidiary of Sissonville Limited Partnership. The company is
headquartered in South Glens Falls, New York. The company holds the debt used to
finance the construction of the hydroelectric generating facility owned by
Sissonville Limited Partnership.
State Dam Corporation
State Dam Corporation is a New York corporation and a wholly owned
subsidiary of Adirondack Hydro. The corporation is headquartered in South Glens
Falls, New York. The corporation holds a 49.0% limited partnership interest in
NYSD Limited Partnership, an EWG that owns a hydroelectric generating facility
on the Hudson River system in New York.
State Dam II, LLC
State Dam II, LLC is a New York limited liability company and a wholly
owned subsidiary of Adirondack Hydro. The company is headquartered in South
Glens Falls, New York. The company holds a 1.0% general partnership interest in
NYSD Limited Partnership, an EWG that owns a hydroelectric generating facility
on the Hudson River system in New York.
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NYSD Partners, LLC
NYSD Partners, LLC is a New York limited liability company and a wholly
owned subsidiary of NYSD Limited Partnership. The company is headquartered in
South Glens Falls, New York. The company holds the debt used to finance the
construction of the hydroelectric generating facility owned by NYSD Limited
Partnership.
Warrensburg Corporation
Warrensburg Corporation is a New York corporation and a wholly owned
subsidiary of Adirondack Hydro. The corporation is headquartered in South Glens
Falls, New York. The corporation holds a 98% limited partnership interest in
Warrensburg Hydro Power Limited Partnership, an EWG that owns a hydroelectric
generating facility located on the Hudson River system of New York.
Warrensburg II Corporation
Warrensburg Corporation is a New York corporation and a wholly owned
subsidiary of Adirondack Hydro. The corporation is headquartered in South Glens
Falls, New York. The corporation holds a 2% general partnership interest in
Warrensburg Hydro Power Limited Partnership, an EWG that owns a hydroelectric
generating facility located on the Hudson River system of New York.
South Glens Falls, LLC
South Glens Falls, LLC is a Delaware limited liability company. The
company is directly and indirectly wholly owned by BHEC. The company is
headquartered in South Glens Falls, New York. The company is a 0.5% general
partner in South Glens Falls, L.P., which owns a qualified hydroelectric
generating facility on the Hudson River system of New York.
South Glens Falls, L.P.
South Glens Falls, L.P. is a New York limited partnership. The
partnership is headquartered in South Glens Falls, New York. BHEC, through its
subsidiaries owns a 0.5% general partnership interest and a 29.7% limited
partnership interest in the partnership. The partnership owns a qualified
hydroelectric generating facility on the Hudson River System of New York.
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ITEM 2. A BRIEF DESCRIPTION OF THE PROPERTIES OF CLAIMANT AND EACH OF ITS
SUBSIDIARY PUBLIC UTILITY COMPANIES USED FOR THE GENERATION,
TRANSMISSION, AND DISTRIBUTION OF ELECTRIC ENERGY FOR SALE, OR FOR THE
PRODUCTION, TRANSMISSION, AND DISTRIBUTION OF NATURAL OR MANUFACTURED
GAS, INDICATING THE LOCATION OF PRINCIPAL GENERATING PLANTS,
TRANSMISSION LINES, PRODUCING FIELDS, GAS MANUFACTURING PLANTS, AND
ELECTRIC AND GAS DISTRIBUTION FACILITIES, INCLUDING ALL SUCH PROPERTIES
WHICH ARE OUTSIDE THE STATE IN WHICH CLAIMANT AND ITS SUBSIDIARIES ARE
ORGANIZED AND ALL TRANSMISSION OR PIPELINES WHICH DELIVER OR RECEIVE
ELECTRIC ENERGY OR GAS AT THE BORDERS OF SUCH STATE.
ELECTRIC PROPERTIES
The following table provides information on the generation,
transmission and distribution facilities of Black Hills Power.
Generation Facilities
During 1999, 99 percent of the fuel used by Black Hills Power to
generate electricity, measured in Btus (British thermal units), was coal. Black
Hills Power's generation facilities include: the Ben French Plant in Rapid City,
South Dakota, consisting of five 20 MW combustion turbines, a 25 MW coal-fired
steam boiler and four 2.5 MW oil-fired internal combustion units; Neil Simpson I
and Neil Simpson II near Gillette, Wyoming, coal units with capacities of 21.76
and 88.9 MW, respectively; Osage Plant in Osage, Wyoming, a 34.5 MW coal-fired
plant; and the Wyodak Plant (20% share, co-owned with PacifiCorp) near Gillette,
Wyoming, at which Black Hills is entitled to 72.4 MW of capacity.
Generating Units
Name of Plant Year of Rating Principal
Installation (Kilowatts) Fuel
------------ ----------- ---------
Osage Plant - Osage, (WY) 1948-1952 34,500 Coal
Ben French Station-Rapid City, (SD) 1960 25,000 Coal
1965 10,000 Oil
1977-1979 100,000 Oil or gas
Neil Simpson Station-Gillette, (WY) 1969 21,760 Coal
1995 88,900 Coal
Wyodak Plant - Gillette, (WY) 1978 72,400 Coal
------
Total 352,560
=======
Of the 352.56 MW total installed capacity, 135 MW of Black Hills Power's
installed capacity is presently located in South Dakota, with an additional
217.56 MW located in Wyoming due
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to the abundance of low sulfur coal in that state. By constructing its coal
plants in close proximity to their fuel source, Black Hills Power is able to
provide economical power to its customers and eliminate the substantial cost of
transporting coal by rail to its generating facilities.
Transmission and Distribution Facilities
Because 97% of Black Hills Power's service territory and 96% of its
customers' load is located in South Dakota, 2,064 miles (96%) of Black Hills
Power's 2,153 miles of distribution lines are also located in that State, with
an 63 additional miles (3%) of distribution lines serving Black Hills Power's
Wyoming customers and 26 miles (1%) of distribution lines serving its Montana
customers.
Black Hills Power owns transmission lines consisting of 447 miles of
230 kV transmission lines, 530 miles of 69 kV lines and 8 miles of 47 kV lines.
Black Hills Power also jointly owns 43 miles of 230 kV transmission lines with
Basin Electric Power Cooperative. Over six hundred miles of Black Hills Power's
transmission lines (59%) are located in South Dakota, with 289 additional
line-miles (28%) in Wyoming that are used to transmit the economical power
generated by Black Hills Power's mine-mouth coal-fired facilities located in
Wyoming to its load centers in South Dakota. Black Hills also owns 40 miles of
transmission line (4%) in Montana that are used to serve its customers in that
State and 94 miles of transmission line (9%) in Nebraska, the sole purpose of
which is to interconnect Black Hills Power with the Western Area Power
Administration's facilities in Stegall, Nebraska.
In addition to the facilities identified above, Black Hills Power owns
a service center in Rapid City, several district office buildings at various
locations within its service area and an eight-story home office building in
Rapid City, South Dakota, housing its home office on four floors, with the
balance of the building rented to others.
NON-ELECTRIC ENERGY PROPERTIES
Non-electric energy properties consist of coal mining properties, oil
and natural gas properties and energy marketing properties.
Coal Mining Properties
Wyodak Resources is engaged in mining and processing sub-bituminous
coal near Gillette in Campbell County, Wyoming, and owns or has user rights in
the necessary mining, processing and delivery equipment to fulfill its sales
contracts. The coal averages 8,000 Btus per pound. Mining rights to the coal are
based upon four federal leases and one state lease. The estimated recoverable
coal from the leases as of December 31, 1999 is 277,717,000 tons, of which
19,934,000 tons are committed to be sold to the Wyodak Plant and approximately
24,150,000 tons to Black Hills Power's other plants.
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Oil and Natural Gas Properties
Black Hills Exploration and Production operates 298 wells as of
December 31, 1999. The majority of these wells are in the Finn Shurley Field,
located in Weston and Niobrara Counties, Wyoming. Black Hills Exploration and
Production does not operate, but owns a working interest in 284 producing
properties located in the western and southern United States. Black Hills
Exploration and Production also owns a 44.7 percent non-operating interest in a
natural gas processing plant located at the Finn Shurley Field.
Energy Marketing Properties
In 1999, Black Hills Energy Resources formed Black Hills Millennium
Pipeline Company to own a minority interest in a 200 mile pipeline in Texas. The
pipeline has a capacity of 67,000 barrels per day. The majority owner and
operator of the pipeline is Equilon Pipeline Company LLC.
ITEM 3. THE FOLLOWING INFORMATION FOR THE LAST CALENDAR YEAR WITH RESPECT
TO CLAIMANT AND EACH OF ITS SUBSIDIARY PUBLIC UTILITY COMPANIES:
Black Hills Power is the only public utility company subsidiary of
Black Hills Corporation. Black Hills Power conducts its utility
business substantially within the state of South Dakota.
(A) NUMBER OF KWH OF ELECTRIC ENERGY SOLD (AT RETAIL OR WHOLESALE), AND
MCF. OF NATURAL OR MANUFACTURED GAS DISTRIBUTED AT RETAIL.
Retail: 1,501,805,000 kwh
(B) NUMBER OF KWH OF ELECTRIC ENERGY AND MCF. OF NATURAL OR MANUFACTURED
GAS DISTRIBUTED AT RETAIL OUTSIDE THE STATE IN WHICH EACH SUCH COMPANY
IS ORGANIZED.
Out of state: 126,009,000 kwh (Wyoming) + 12,928,000 kwh (Montana) =
138,937,000 kwh
(C) NUMBER OF KWH OF ELECTRIC ENERGY AND MCF. OF NATURAL OR MANUFACTURED
GAS SOLD AT WHOLESALE OUTSIDE THE STATE IN WHICH EACH SUCH COMPANY IS
ORGANIZED, OR AT THE STATE LINE.
Electricity generated by Black Hills Power's generating plants is
primarily sold to retail customers located in South Dakota. Energy
purchased outside of the state of South Dakota from other utilities is
resold at wholesale outside the state. Black Hills Power also engages
in non-firm energy/opportunity sales outside the state of South Dakota.
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(D) NUMBER OF KWH. OF ELECTRIC ENERGY AND MCF. OF NATURAL OR MANUFACTURED
GAS PURCHASED OUTSIDE THE STATE IN WHICH EACH SUCH COMPANY IS ORGANIZED
OR AT THE STATE LINE.
Approximately 170,083,000 kwh of electric energy were purchased from
Pacificorp in Wyoming. The electric energy purchased from PacifiCorp
was primarily resold at wholesale in Wyoming. Black Hills Power also
purchased approximately 11,388,000 kwh from Rocky Mountain Generating
Company in Wyoming, that was primarily resold at wholesale in that
state.
ITEM 4. THE FOLLOWING INFORMATION FOR THE REPORTING PERIOD WITH RESPECT TO
CLAIMANT AND EACH INTEREST IT HOLDS DIRECTLY OR INDIRECTLY IN AN EWG
OR A FOREIGN UTILITY COMPANY, STATING MONETARY AMOUNTS IN UNITED STATES
DOLLARS:
(A) NAME, LOCATION, BUSINESS ADDRESS AND DESCRIPTION OF THE FACILITIES USED
BY THE EWG OR FOREIGN UTILITY COMPANY FOR THE GENERATION, TRANSMISSION
AND DISTRIBUTION OF ELECTRIC ENERGY FOR SALE OR FOR THE DISTRIBUTION AT
RETAIL OF NATURAL OR MANUFACTURED GAS.
(B) NAME OF EACH SYSTEM COMPANY THAT HOLDS AN INTEREST IN SUCH EWG OR
FOREIGN UTILITY COMPANY; AND DESCRIPTION OF THE INTEREST HELD.
(C) TYPE AND AMOUNT OF CAPITAL INVESTED, DIRECTLY OR INDIRECTLY, BY THE
HOLDING COMPANY CLAIMING EXEMPTION; ANY DIRECT OR INDIRECT GUARANTEE OF
THE SECURITY OF THE EWG OR FOREIGN UTILITY COMPANY BY THE HOLDING
COMPANY CLAIMING EXEMPTION; AND ANY DEBT OR OTHER FINANCIAL OBLIGATION
FOR WHICH THERE IS RECOURSE, DIRECTLY OR INDIRECTLY, TO THE HOLDING
COMPANY CLAIMING EXEMPTION OR ANOTHER SYSTEM COMPANY, OTHER THAN THE
EWG OR FOREIGN UTILITY COMPANY.
(D) CAPITALIZATION AND EARNINGS OF THE EWG OR FOREIGN UTILITY COMPANY
DURING THE REPORTING PERIOD.
(E) IDENTIFY ANY SERVICE, SALES OR CONSTRUCTION CONTRACT(S) BETWEEN THE EWG
OR FOREIGN UTILITY COMPANY AND A SYSTEM COMPANY, AND DESCRIBE THE
SERVICES TO BE RENDERED OR GOODS SOLD AND FEES OR REVENUES UNDER SUCH
AGREEMENT(S).
Black Hills Generation, Inc.
(a) Black Hills Generation, Inc. ("Black Hills Generation" formerly WYGEN,
Inc.) is an exempt wholesale generator ("EWG") that is incorporated in
Wyoming. Its business address is 625 9th Street, P.O. Box 1400, Rapid City,
SD 57709. In August of 1999, Black Hills Generation began initial
engineering and site preparation for an 80 megawatt coal-fired electric
generation facility to be located near Gillette, Wyoming,
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at the Wyodak coal mine. Black Hills Generation will also construct
transmission facilities sufficient to deliver electric energy from the
plant to the Black Hills Power transmission system through an
interconnection with the Wyodak Substation. The facility is scheduled to be
completed in 2003. Black Hills Generation is also developing a 40 MW
combustion turbine located in Gillette, Wyoming that is expected to be on
line on May 1, 2001.
(b) Black Hills Generation is wholly owned by Wyodak.
(c) Black Hills Corporation, through its wholly owned subsidiary, Wyodak, has
made capital contributions to Black Hills Generation totaling $501,000.
Black Hills Corporation made loans to Black Hills Generation totaling
$52,319,000 in 1999 and $8,553,000 in 2000. These loans were repaid in full
in July, 2000.
(d) Total equity as of December 31, 1999 was $85,870. Net losses for the twelve
month period ended December 31, 1999 were $108,504.
(e) None.
Black Hills Colorado, LLC
(a) Black Hills Colorado, LLC ("Black Hills Colorado" formerly named Indeck
Colorado, LLC), is an EWG that was incorporated in Delaware and performs
its business from 1075 Noel Ave, Wheeling, IL 60090. FERC accepted Black
Hills Colorado's application for EWG status in an order reported at 91 FERC
P. 62,131 (2000). Black Hills Colorado owns and operates two natural
gas-fired combustion turbines, an 80 MW facility located at the Arapahoe
Power Station in Denver, Colorado, and a 40 MW facility located at the
Valmont Power Station in Boulder, Colorado. As part of the agreement under
which Public Service Company of Colorado ("PSCo") permitted Black Hills
Generation to develop the facilities, the EWG has agreed to sell-back the
power and energy produced from the facilities to PSCo for a period of seven
years following their completion.
(b) Black Hills Colorado is wholly owned by BHEC.
(c) Black Hills Generation, Inc. and Indeck Capital, Inc. made equity
contributions of $21,277,539.65 and $359,803.41, respectively, in June,
2000 for a total of $21,637,343.06. On July 7, 2000, Indeck Capital, Inc.
was merged into Black Hills Energy Capital, Inc., a wholly owned subsidiary
of Black Hills Corporation. In July, 2000 the equity interest of Black
Hills Generation, Inc. in Black Hills Colorado was purchased by Black Hills
Energy Capital, Inc. Black Hills Energy Capital, Inc., Wyodak and BHEP have
guaranteed letters of credit totaling $19.5 million which provide credit
support to Black Hills Colorado's $60 million of project debt.
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(d) As of December 31, 1999, Black Hills Colorado, LLC had total negative
equity of $262,178. Its net loss for the twelve month period ended December
31, 1999 was $262,178.
(e) None.
Harbor Cogeneration Company
(a) Harbor Cogeneration Company ("Harbor Cogen") is an EWG and a California
corporation that owns an 80 MW cogeneration facility located near the City
of Long Beach in Los Angeles County, California. Harbor Cogen is
administered from 1075 Noel Ave, Wheeling, IL 60090. Harbor Cogen's
application for EWG status was approved by FERC in a Letter Order reported
at 86 FERC P. 62,188 (1999). The project output is ordinarily sold on a
merchant basis to the California ISO; however, the facility is not
currently operating. Harbor Cogen's facilities are directly connected to
Southern California Edison Company's 230 kV transmission system through a
step-up transformer owned by Harbor Cogeneration.
(b) BHEC indirectly (by and through its interests in North American Funding,
LLC and Indeck North American Power Fund, L.P.) owns a 45.37% interest in
Indeck Harbor, LLC, which, in turn, owns 70% of the stock of the EWG. Thus
BHEC's indirect interest in Harbor Cogen is approximately 31.77%.
(c) On March 30, 1987, South Coast Energy Company contributed $840,000 to
Harbor Cogen. South Coast Energy Company's interest was later acquired by
Indeck Harbor, LLC, which Black Hills Corporation is now the indirect owner
of 45.37% of. Black Hills Corporation's indirect investment in the company
equates to $381,108. There are presently no direct or indirect guarantees
by Black Hills Corporation in favor of Harbor Cogen or recourse debt to any
system company.
(d) As of December 31, 1999, Harbor Cogen had total equity of $36,255,576. For
the twelve months ended December 31, 1999, Harbor Cogen's earnings totaled
$10,150,243.
(e) None.
Adirondack Hydro Development Corporation
(a) Adirondack Hydro Development Corporation ("Adirondack Hydro") is a Delaware
corporation, located at 39 Hudson Falls Road, South Glens Falls, NY 12803.
In Adirondack Hydro Development Corporation, 92 FERC P. 62,165 (2000), FERC
determined that Adirondack Hydro was an EWG. AHDC owns the Otter Creek
Facility, a 0.525 MW net capacity hydroelectric facility located on the
Otter Creek in the Town of Greig, in Lewis County, New York. Adirondack
Hydro also holds direct and indirect interests in other EWGs including
Northern Electric Power Co., L.P., Hudson Falls, LLC, Sissonville Limited
Partnership, Warrensburg Hydro Power Limited Partnership, NYSD Limited
Partnership and Adirondack Operating Services, LLC.
14
<PAGE>
(b) Adirondack Hydro is wholly owned by BHEC.
(c) Black Hills Corporation has indirectly invested $21,042,691.25 in
Adirondack Hydro through its wholly owned subsidiary, BHEC. There are no
direct or indirect guaranties by Black Hills Corporation in favor of
Adirondack Hydro. There is no direct or indirect recourse to Black Hills
Corporation or any system company relating to any debt of Adirondack Hydro.
(d) As of December 31, 1999, Adirondack Hydro had total equity of $15,009,163.
For the twelve month period ended December 31, 1999 net earnings totaled
$34,089.
(e) Adirondack Hydro is a party to a service contract with its wholly owned
subsidiary Adirondack Operating Services, LLC, wherein Adirondack Hydro
receives management and administrative services from Adirondack Operating
Services, LLC. Adirondack Operating Services, LLC provides these services
at cost.
Northern Electric Power Co., L.P.
(a) Northern Electric Power Co., L.P., ("Northern Electric") is a New York
limited partnership located at 39 Hudson Falls Road in South Glens Falls,
New York 12803. On January 14, 1994, FERC determined that Northern Electric
was an EWG. Northern Electric Power Co., 66 FERC P. 61,060 (1994). Northern
Electric owns Hudson Falls, a FERC jurisdictional 36.1 MW net capacity QF
located on the Hudson River near the Town of Moreau, in Saratoga and
Washington Counties, New York. The Hudson Falls facility was granted
qualifying status in Northern Electric Power Co., LP, 65 FERC P. 62,231
(1993) and has filed several self-certifications of qualifying status
thereafter.
(b) Adirondack Hydro (49.25%) and BHEC (0.75%) indirectly own half of the 1%
general partnership interest in Northern Electric, and Adirondack Hydro
owns a 29.7% limited partnership interest in Northern Electric.
(c) Adirondack Hydro contributed $3,137,798 to Northern Electric in 1995. Black
Hills Corporation acquired Adirondack Hydro on July 7, 2000 with the merger
of Adirondack Hydro's parent, Indeck Capital, Inc. into BHEC. Allstate
Insurance Company and Allstate Life Insurance Company contributed
$4,184,253 and $2,091,342 to Northern Electric, respectively, in 1995.
Adirondack Hydro acquired one-half of each of their respective limited
partnership interests on December 4, 2000. There are no direct or indirect
guaranties in favor of Northern Electric by Black Hills Corporation. There
is no direct or indirect recourse to Black Hills Corporation or any system
company relating to any debt of Northern Electric.
15
<PAGE>
(d) As of December 31, 1999, Northern Electric had total equity of $15,769,125.
For the twelve month period ended December 31, 1999 net earnings totaled
$1,708,777.
(e) Northern Electric is a party to a service contract with Adirondack
Operating Services, LLC, wherein Adirondack Operating Services, LLC
provides management, administrative and operating services to Northern
Electric. Adirondack Operating Services, LLC provides these services at
cost.
Hudson Falls, LLC
(a) Hudson Falls, LLC ("Hudson Falls") is a New York limited liability company
whose business address is 39 Hudson Falls Road, South Glens Falls, New York
12803. Hudson Falls holds one-half of the general partnership interest in
Northern Electric. FERC determined that Hudson Falls was an EWG in Hudson
Falls, LLC, 73 FERC P. 61,062 (1995).
(b) Adirondack Hydro (98.5%) and BHEC (1.5%) jointly own Hudson Falls.
(c) The original members of the company, Adirondack Hydro, J. Forester, R.
Dudley and S. Chwiecko, contributed $10,683.43, $790.00, $790.00 and
$790.00, respectively, to Hudson Falls in 1995. Adirondack Hydro
subsequently bought the interests of all of the other original members of
the company when it was acquired by Indeck Capital, Inc. in 1997. A 1.5%
interest was then transferred by Adirondack Hydro to Indeck Capital, Inc.
Black Hills Corporation indirectly acquired 100% of Hudson Falls through
the merger of Indeck Capital, Inc. into its wholly owned subsidiary BHEC on
July 7, 2000. There are no direct or indirect guarantees of any Hudson
Falls debt by Black Hills Corporation. There is no direct or indirect
recourse to Black Hills Corporation or any system company relating to any
debt of Hudson Falls.
(d) As of December 31, 1999, Hudson Falls had total equity of $948. For the
twelve month period ended December 31, 1999 net earnings totaled $17,088.
(e) Hudson Falls is a party to a service contract with Adirondack Operating
Services, LLC, wherein Adirondack Operating Services, LLC provides
management and administrative services to Hudson Falls. Adirondack
Operating Services, LLC provides these services at cost.
Sissonville Limited Partnership
(a) Sissonville Limited Partnership ("Sissonville") is a limited partnership
formed under the laws of the State of New York. Its business address is 39
Hudson Falls Road, South Glens Falls, New York 12803. Sissonville is an EWG
that owns and operates a hydroelectric facility with an installed capacity
of 2.3 MW which is located on the Raquette River in the Town of Potsdam,
St. Lawrence County, New York. FERC approved Sissonville's application for
EWG status in an order reported at 92 FERC P. 62,129 (2000).
16
<PAGE>
(b) Adirondack Hydro is presently the indirect owner of 1% general partnership
and 49% limited partnership interests in Sissonville by an through its
interests in Sissonville Corporation and Sissonville II, LLC.
(c) Adirondack Hydro contributed $102 to Sissonville on September 1, 1989.
Black Hills Corporation indirectly acquired this interest through the
merger of Sissonville's ultimate parent corporation, Indeck Capital, Inc.,
into BHEC on July 7, 2000. On October 27, 2000, Adirondack Hydro
contributed an additional $2,673,424 to Sissonville. There are no direct or
indirect guarantees by Black Hills Corporation in favor of Sissonville.
There is no direct or indirect recourse to Black Hills Corporation or any
system company relating to any debt of Sissonville.
(d) As of December 31, 1999, Sissonville had total negative equity of
$4,615,815. For the twelve month period ended December 31, 1999 net
earnings totaled $655,311.
(e) Sissonville is a party to a service contract with Adirondack Operating
Services, LLC, wherein Adirondack Operating Services, LLC provides
management, administrative and operating services to Sissonville.
Adirondack Operating Services, LLC provides these services at cost.
Warrensburg Hydro Power Limited Partnership
(a) Warrensburg Hydro Power Limited Partnership ("Warrensburg Hydro") is a New
York limited partnership, which is headquartered at 39 Hudson Falls Road,
South Glens Falls, New York 12803. Warrensburg Hydro is an EWG that owns
and operates a hydroelectric facility with an installed capacity of 2.835
MW which is located on the Schroon River in the Town of Warrensburg, Warren
County, New York. Warrensburg's application for EWG status was approved by
FERC in an order reported at 92 FERC P. 62,157 (2000).
(b) Warrensburg is an indirect wholly owned subsidiary of Adirondack Hydro by
and through Adirondack Hydro's ownership of Warrensburg Corporation and
Warrensburg II Corporation.
(c) The original partners, Adirondack Hydro, Dominion Energy, Inc. and Dominion
Cogen NY, Inc., contributed $300,000, $2,254,000 and $46,000, respectively,
to Warrensburg on December 30, 1987. On October 31, 1998, Adirondack Hydro
purchased the partnership interests held by Dominion Energy, Inc. and
Dominion Cogen NY, Inc. Adirondack then transferred its limited and general
partnership interests in Warrensburg to its wholly owned subsidiaries,
Warrensburg Corporation and Warrensburg II Corporation, respectively. Black
Hills Corporation acquired indirect ownership of Warrensburg on July 7,
2000 when its wholly owned subsidiary BHEC merged with Warrensburg ultimate
parent, Indeck Capital, Inc. There are no direct or indirect guarantees by
Black Hills Corporation in favor of Warrensburg. There is no direct or
indirect recourse to Black Hills Corporation or any system company relating
to any debt of Warrensburg.
17
<PAGE>
(d) As of December 31, 1999, Warrensburg had total negative equity of
$4,255,852. For the twelve month period ended December 31, 1999 net losses
totaled $303,031.
(e) Warrensburg is a party to a service contract with Adirondack Operating
Services, LLC, wherein Adirondack Operating Services, LLC provides
management, administrative and operating services to Warrensburg.
Adirondack Operating Services, LLC provides these services at cost.
NYSD Limited Partnership
(a) NYSD Limited Partnership ("NYSD") is a limited partnership formed under the
laws of the State of New York. Its business address is 39 Hudson Falls
Road, South Glens Falls, New York 12803. NYSD is an EWG that owns and
operates a hydroelectric facility with an installed capacity of 10.83 MW
which is located on the Mohawk River in the Town of Waterford and City of
Cohoes in Saratoga and Albany Counties, New York. FERC approved NYSD's
application for EWG status in an order reported at 92 FERC P. 62,158
(2000).
(b) Adirondack Hydro is the indirect owner of 1% general partnership and 49%
limited partnership interests in NYSD by and through its ownership of
interests in State Dam Corporation and State Dam II, LLC.
(c) Adirondack Hydro contributed $513,102 to NYSD on December 1, 1989. Black
Hills Corporation indirectly acquired this interest through the merger of
NYSD's ultimate parent corporation, Indeck Capital, Inc., into BHEC on July
7, 2000. On October 27, 2000, Adirondack Hydro contributed an additional
$8,642,777 to NYSD. There are no direct or indirect guarantees by Black
Hills Corporation in favor of NYSD. There is no direct or indirect recourse
to Black Hills Corporation or any system company relating to any debt of
NYSD.
(d) As of December 31, 1999, NYSD had total negative equity of $21,965,142. For
the twelve month period ended December 31, 1999 net losses totaled
$3,511,737.
(e) NYSD is a party to a service contract with Adirondack Operating Services,
LLC, wherein Adirondack Operating Services, LLC provides management,
administrative and operating services to NYSD. Adirondack Operating
Services, LLC provides these services at cost.
Adirondack Operating Services, LLC
(a) Adirondack Operating Services, LLC ("Adirondack Operating") is a limited
liability company incorporated in New York whose business address is 39
Hudson Falls Road, South Glens Falls, New York 12803. Adirondack Operating
operates seven associated
18
<PAGE>
hydroelectric generating facilities (both EWGs and QFs) located in New York
State. On October 12, 1995, FERC issued a determination that Adirondack
Operating is an EWG. Adirondack Operating Services, LLC, 73 FERC P. 61,061
(1995).
(b) Adirondack Hydro (98.5%) and BHEC (1.5%) jointly own Adirondack Operating.
(c) Adirondack Hydro contributed $1,000 to Adirondack Operating on August 11,
1995. Black Hills Corporation indirectly acquired this interest through the
merger of Adirondack Operating's ultimate parent corporation, Indeck
Capital, Inc., into BHEC on July 7, 2000. There are no direct or indirect
guarantees by Black Hills Corporation in favor of Adirondack Operating.
There is no direct or indirect recourse to Black Hills Corporation or any
system company relating to any debt of Adirondack Operating.
(d) As of December 31, 1999, Adirondack Operating had total equity of $1,000.
Adirondack Operating had no profit or loss for the twelve month period
ended December 31, 1999.
(e) Adirondack Operating provides management, administrative and operating
services to the following Black Hills Corporation subsidiaries: Adirondack
Hydro, Warrensburg, NYSD, Sissonville, Hudson Falls, Northern Electric and
South Glens Falls, L.P. Adirondack Operating provides these services at
cost.
Indeck Pepperell Power Associates, Inc.
(a) Indeck Pepperell Power Associates, Inc. ("Indeck Pepperell"), an EWG that
is incorporated in Delaware and located at 1075 Noel Ave., Wheeling, IL
60090. Indeck Pepperell owns a 38 MW cogeneration facility located in
Pepperell, Massachusetts near the James River Pepperell, Inc. paper mill.
Pepperell Power Associates Limited Partnership's (the predecessor to Indeck
Pepperell) application for EWG status was granted by FERC in Pepperell
Power Associates Limited Partnership, 62 FERC P. 61,182 (1993).
(b) BHEC owns a 48.67% limited partnership interest in Indeck Pepperell
indirectly by and through its interests in North American Funding, LLC and
Indeck North American Power Fund, L.P.
(c) Indeck Pepperell has total paid in capital of $10,442,513.56. Of that
amount, $5,082,371.35 is attributable to Black Hills Corporation through
its ownership interests in North American Funding, LLC and Indeck North
American Power Fund, L.P. There are no direct or indirect guarantees by
Black Hills Corporation in favor of Indeck Pepperell. There is no direct or
indirect recourse to Black Hills Corporation or any system company relating
to any debt of Indeck Pepperell.
19
<PAGE>
(d) As of December 31, 1999, Indeck Pepperell had total equity of $5,551,238.
Indeck Pepperell had net losses of $1,134,376 for the twelve month period
ended December 31, 1999.
(e) None.
Jamaica Private Power Company
(a) Jamaica Private Power Company ("Jamaica Power"), an EWG that is a Jamaican
limited liability company. Jamaican Power owns a 60 MW diesel combined
cycle facility located in Rockfort, Kingston, Jamaica. Jamaica Power's
application for EWG status was granted by FERC in Jamaica Private Power
Company Limited, 67 FERC P. 61,279 (1994).
(b) BHEC's owns a 0.5% GP interest in Energy Investors Fund II, L.P. ("EIFII")
which, in turn, holds a 15.7% Class B Membership in Jamaica Power.
(c) BHEC has invested $6.71 million in EIFII. EIFII has invested $7.32 million
in Jamaica Power. There are no direct or indirect guarantees by Black Hills
Corporation in favor of Jamaica Power. There is no direct or indirect
recourse to Black Hills Corporation or any system company relating to any
debt of Jamaica Power.
(d) As of December 31, 1999, the total cost of Jamaica Power's facility was
$144,000,000. EIF received a $536,325 distribution in January of 2000 for
the twelve month period ended December 31, 1999.
(e) None.
P.H. Rio Volcan, S.A.
(a) P.H. Rio Volcan, S.A. ("Rio Volcan"), an EWG that is incorporated in Costa
Rica and located at Santo Domingo de Heredia del Hotel Bouganville 200 Mts.
Al Este de la Iglesia Catolica, Heredia, Costa Rica. Rio Volcan owns a 17
MW hydroelectric facility located in the District of Sarapiqui, Canton of
Alajuela, Province of Alajuela, Costa Rica. Rio Volcan's application for
EWG status was granted by FERC in P.H. Rio Volcan, S.A., 82 FERC P. 62,029
(1998).
(b) BHEC holds a 0.5% GP interest in EIFII. EIFII holds a 35% ownership
interest in Rio Volcan.
(c) BHEC has invested $6.71 million in EIFII. EIFII has invested $2 million in
the project. There are no direct or indirect guarantees by Black Hills
Corporation in favor of Rio Volcan. There is no direct or indirect recourse
to Black Hills Corporation or any system company relating to any debt of
Rio Volcan.
20
<PAGE>
(d) As of December 31, 1999, the total cost of Rio Volcan was $33,600,000. Rio
Volcan had net income of $330,000 in excess of budget for the twelve month
period ended December 31, 1999.
(e) None.
P.H. Don Pedro, S.A.
(a) P.H. Don Pedro, S.A. ("Don Pedro"), an EWG that is incorporated in Costa
Rica, with its principal business offices located at Santo Domingo de
Heredia del Hotel Bouganville 200 Mts. Al Este de la Iglesia Catolica,
Heredia, Costa Rica. Don Pedro owns a 14.5 MW hydroelectric facility
located in the District of Sarapiqui, Canton of Alajuela, Provice of
Alajuela, Costa Rica. Don Pedro's application for EWG status was granted by
FERC in P.H. Don Pedro, S.A., 78 FERC P. 62,198 (1997).
(b) BHEC holds a 0.5% GP interest in EIFII. EIFII holds a 29% ownership
interest in Don Pedro.
(c) BHEC has invested $6.71 million in EIFII. EIFII has invested $2 million in
the project. There are no direct or indirect guarantees by Black Hills
Corporation in favor of Don Pedro. There is no direct or indirect recourse
to Black Hills Corporation or any system company relating to any debt of
Don Pedro.
(d) As of December 31, 1999, the total cost of Don Pedron was $25,200,000. Don
Pedro had net income of $318,000 in excess of budget for the twelve month
period ended December 31, 1999 but did not make any distributions to its
owners in 1999.
(e) None.
Berkshire Power Company, L.L.C.
(a) Berkshire Power Company, L.L.C. ("Berkshire Power"), a Massachusetts
limited liability company with its principal office located at 200 High
Street, 5th Floor, Boston, MA 02110 is an EWG that was formed to construct
and own an eligible 270 MW facility located in Agawam, Massachusetts.
Berkshire Power's application for EWG status was granted by FERC in
Berkshire Power Company, L.L.C., 89 FERC P. 62,164 (2000).
(b) BHEC owns a 5.4% interest in Project Finance Fund III ("EIFIII"). EIFIII
holds a 25.8% equity interest in Berkshire Power.
(c) The total cost of the Berkshire Power facility was $200,000,000 as of
December 31, 1999. Of that amount, $51,600,000 is attributable to EIFIII.
There are no direct or indirect guarantees by Black Hills Corporation in
favor of Berkshire Power. There is no direct or indirect recourse to Black
Hills Corporation or any system company relating to any debt of Berkshire
Power.
21
<PAGE>
(d) As of December 31, 1999, The total cost of the Berkshire Power facility was
$200,000,000. Berkshire Power had no revenues in the twelve month period
ended December 31, 1999.
(e) None.
MASSPOWER
(a) MASSPOWER, a Massachusetts general partnership with its principal place of
business at One Bowdoin Square, Boston, MA 02114-2910, is an EWG that owns
and operates an eligible 270 MW facility located in Springfield,
Massachusetts. MASSPOWER's application for EWG status was granted in
MASSPOWER, 83 FERC P. 62,273 (1998).
(b) BHEC owns a 5.4% interest in EIFIII. EIFIII holds a 17.5% equity interest
in MASSPOWER.
(c) The total cost of the MASSPOWER facility was $240,000,000 as of December
31, 1999. Of that amount, $42,000,000 is attributable to EIFIII. There are
no direct or indirect guarantees by Black Hills Corporation in favor of
MASSPOWER. There is no direct or indirect recourse to Black Hills
Corporation or any system company relating to any debt of MASSPOWER.
(d) As of December 31, 1999, the total cost of the MASSPOWER facility was
$240,000,000. MASSPOWER's net income for the twelve month period ending
December 31, 1999, was $1.7 million above budget. EIFIII received total
cash distributions of $2.5 million for the same period.
(e) None.
22
<PAGE>
EXHIBIT A
On December 23, 2000, the public-utility holding company now known as
Black Hills Corporation, by and through a stockholder share exchange, became the
parent of the public-utility company formerly known as Black Hills Corporation,
which subsequently changed its name to Black Hills Power. The consolidated
financial statements for Black Hills Corporation, attached hereto as Exhibit A,
do not reflect the reorganization, or the separation of the public-utility
holding company from the electric utility company because no separate
consolidating financial statements for Black Hills Corporation have been
prepared since the restructuring occurred.
BLACK HILLS CORPORATION
(PARENT COMPANY)
FINANCIAL STATEMENTS AS OF
DECEMBER 31, 1999 AND 1998
23
<PAGE>
BLACK HILLS CORPORATION
(Parent Company)
BALANCE SHEETS - REGULATORY BASIS
As of December 31
1999 1998
---- ----
(in thousands)
ASSETS
Utility plant:
Electric plant $ 510,087 $ 502,427
Less accumulated depreciation (185,703) (176,149)
--------- ---------
324,384 326,278
Construction work in progress 22,800 4,833
--------- ---------
Net utility plant 347,184 331,111
--------- ---------
Investments:
Investment in Wyodak Resources Development Corp. 70,876 60,790
Other investments 3,484 3,284
--------- ---------
Total investments 74,360 64,074
--------- ---------
Current assets:
Cash and cash equivalents 3,798 9,313
Available for sale-securities 5,345 10,191
Receivables-
Customers 11,242 11,466
Intercompany 61,155 802
Other 2,578 2,447
Materials, supplies and fuel 7,158 7,207
Prepayments 2,560 2,334
--------- ---------
Total current assets 93,836 43,760
--------- ---------
Deferred charges:
Debt expense 1,955 2,125
Federal income tax benefit 5,879 5,863
Regulatory asset 3,944 3,978
Other 659 493
--------- ---------
Total deferred charges 12,437 12,459
--------- ---------
$ 527,817 $ 451,404
========= =========
24
<PAGE>
BLACK HILLS CORPORATION
BALANCE SHEETS-REGULATORY BASIS
As of December 31
(continued)
1999 1998
---- ----
(in thousands)
CAPITALIZATION AND LIABILITIES
Capitalization, per accompanying statement:
Common stock equity $225,118 $209,848
Long-term debt 160,700 162,030
-------- --------
Total capitalization 385,818 371,878
-------- --------
Current liabilities:
Current maturities of long-term debt 1,330 1,330
Accounts payable 4,312 4,285
Notes payable 60,000 --
Accrued liabilities-
Taxes 6,944 5,468
Interest 3,822 3,692
Other 2,793 2,768
-------- --------
Total current liabilities 79,201 17,543
-------- --------
Deferred credits:
Federal income taxes 47,106 45,950
Investment tax credits 3,022 3,514
Regulatory liability 5,179 5,661
Other 7,491 6,858
-------- --------
Total deferred credits 62,798 61,983
-------- --------
Commitments and contingent liabilities (Notes 6, 7, 8 and 10)
$527,817 $451,404
======== ========
25
<PAGE>
BLACK HILLS CORPORATION
(Parent Company)
STATEMENTS OF INCOME - REGULATORY BASIS
Years ended December 31
1999 1998
---- ----
(in thousands)
Revenue $ 133,222 $ 129,236
--------- ---------
Operating expenses:
Fuel and purchased power 31,556 32,938
Operation and maintenance 20,970 19,642
Administrative and general 6,330 5,869
Depreciation and amortization 15,552 14,881
Taxes, other than income taxes 6,528 6,010
--------- ---------
80,936 79,340
--------- ---------
Operating income 52,286 49,896
--------- ---------
Other income (expense):
Interest expense (13,830) (13,572)
Allowance for funds used during construction 197 219
Other, net 1,155 894
--------- ---------
(12,478) (12,459)
--------- ---------
Income before income taxes and equity in earnings
of unconsolidated subsidiary 39,808 37,437
Income taxes (12,446) (12,612)
--------- ---------
Income before equity in earnings of
unconsolidated subsidiary 27,362 24,825
Equity in earnings of unconsolidated subsidiary 10,086 1,084
--------- ---------
Net income $ 37,448 $ 25,909
========= =========
Earnings per share of common stock - basic and
diluted $ 1.73 $ 1.19
========= =========
Weighted average common shares outstanding
Basic 21,640 21,714
========= =========
Diluted 21,677 21,756
========= =========
26
<PAGE>
STATEMENTS OF RETAINED EARNINGS - REGULATORY BASIS
Years ended December 31
1999 1998
---- ----
(in thousands)
Balance, beginning of year $ 147,875 $ 143,703
Net income 37,448 25,909
Cash dividends on common stock ($1.04 and $1.00
per share, respectively) (22,602) (21,737)
Balance, end of year $ 162,721 $ 147,875
========= =========
27
<PAGE>
EXHIBIT B
Financial Data Schedule
1. Total Assets: $93,836,000 (1999 calendar year)
2. Total Operating Revenues: $133,222,000 (1999 calendar year)
3. Net Income: $37,448,000 (1999 calendar year)
More detailed information on each of these items are provided in Exhibit A,
above.
28
<PAGE>
EXHIBIT C
Organizational Charts Showing Relationship of Each EWG or Foreign Utility
Company to Associate Companies in the Holding Company System
Exempt Wholesale Generators (EWGs):
----------------------------------------------------------------
1. ADIRONDACK HYDRO DEVELOPMENT CORPORATION
Black Hills Corporation
Black Hills Energy Capital, Inc.
Adirondack Hydro Development Corporation
2. BLACK HILLS COLORADO, LLC
Black Hills Corporation
Black Hills Energy Capital, Inc.
Black Hills Colorado, LLC
3. INDECK PEPPERELL POWER ASSOCIATES, INC.
Black Hills Corporation
Black Hills Energy Capital, Inc.
Indeck North American Power Fund, LP
Black Hills North America, Inc.
North American Funding, LLC
Indeck North American Power Partners, LP
Indeck Pepperell Power Associates, Inc.
4. HARBOR COGENERATION COMPANY
Black Hills Corporation
Black Hills Energy Capital, Inc.
North American Funding, LLC
Black Hills North America, Inc.
Indeck North American Power Partners, LP
Indeck North American Power Fund, LP
Indeck Harbor, LLC
Harbor Cogeneration Company
5. BLACK HILLS GENERATION, INC.
Black Hills Corporation
Wyodak Resources Development Corporation
Black Hills Generation, Inc.
29
<PAGE>
6. HUDSON FALLS, LLC
Black Hills Corporation
Black Hills Energy Capital, Inc.
Adirondack Hydro Development Corporation
Hudson Falls, LLC
7. ADIRONDACK OPERATING SERVICES, LLC
Black Hills Corporation
Black Hills Energy Capital, Inc.
Adirondack Hydro Development Corporation
Adirondack Operating Services, LLC
8. SISSONVILLE LIMITED PARTNERSHIP
Black Hills Corporation
Black Hills Energy Capital, Inc.
Adirondack Hydro Development Corporation
Sissonville Corporation
Sissonville II, LLC
Sissonville Limited Partnership
9. NYSD LIMITED PARTNERSHIP
Black Hills Corporation
Black Hills Energy Capital, Inc.
Adirondack Hydro Development Corporation
State Dam Corporation
State Dam II, LLC
NYSD Limited Partnership
10. WARRENSBURG HYDRO POWER LIMITED PARTNERSHIP
Black Hills Corporation
Black Hills Energy Capital, Inc.
Adirondack Hydro Development Corporation
Warrensburg Corporation
Warrensburg II, Corporation
Warrensburg Hydro Power Limited Partnership
30
<PAGE>
11. NORTHERN ELECTRIC POWER COMPANY, LP
Black Hills Corporation
Black Hills Energy Capital, Inc.
Adirondack Hydro Development Corporation
Hudson Falls, LLC
Northern Electric Power Company, LP
12. JAMAICA PRIVATE POWER COMPANY
Black Hills Corporation
Black Hills Energy Capital, Inc.
EIF Investors Fund II, LP
Jamaica Private Power Company
13. P.A. DON PEDRO, S.A.
Black Hills Corporation
Black Hills Energy Capital, Inc.
EIF Investors Fund II, LP
P.A. Don Pedro S.A.
14. P.H. RIO VOLCAN, S.A.
Black Hills Corporation
Black Hills Energy Capital, Inc.
EIF Investors Fund II, LP
P.H. Rio Volcan, S.A.
15. BERKSHIRE POWER COMPANY, LLC
Black Hills Corporation
Black Hills Energy Capital, Inc.
EIF Investors Fund III, LP
Berkshire Power Company, LLC
16. MASSPOWER
Black Hills Corporation
Black Hills Energy Capital, Inc.
EIF Investors Fund III, LP
MASSPOWER
31
<PAGE>
BLACK HILLS CORPORATION
The above-named claimant has caused this statement to be duly executed on its
behalf by its authorized officer on this __________ day of December, 2000.
Black Hills Corporation
By James M. Mattern
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
James M. Mattern
Senior Vice President, Corporate Administration
and Assistant to the Chief Executive Officer
Corporate Seal
Attest:
Roxann R. Basham
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Roxann R. Basham, CPA
Corporate Secretary and
Vice President /Controller
Name, title and address of officer to whom notices and correspondence concerning
this statement should be addressed.
Roxann R. Basham
Corporate Secretary and
Vice President /Controller
Post Office Box 1400
Rapid City, SD 57709
32
