View:
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, 2000
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 television, 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
58,600 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.
Black Hills Energy Ventures, Inc.
Black Hills Energy Ventures, Inc. ("BHEV") is a South Dakota corporation
and a wholly owned subsidiary of Black Hills Corporation, headquartered in Rapid
City, South Dakota. BHEV is presently inactive.
Wyodak Resources Development Corp.
Wyodak Resources Development Corp. ("Wyodak") is a Delaware corporation and
a wholly owned subsidiary of Black Hills Power, 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, and the
provision of communications, cable television, and internet services.
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 decommissioned until such time as improvements in
technology make the project economical and marketable.
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 engaged in the production and
marketing of coal, oil, and natural gas and the provision of communications,
cable television, 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.
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 television, and internet services in the Black
Hills region of western South Dakota.
DAKSOFT, Inc.
DAKSOFT, Inc. ("Daksoft") is a South Dakota corporation and a wholly owned
subsidiary of Wyodak headquartered in Rapid City, South Dakota. Daksoft develops
and markets internally generated computer software to its associates 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.
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 Company, 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. Subsidiaries of
Black Hills Corporation hold limited and general partnership interests totaling
one third of the equity interests of the partnership. The remaining interests
are held by Equilon Pipeline Company, LLC.
Millennium Terminal Company, L.P.
Millennium Terminal Co., L.P. is a Texas limited partnership which owns and
operates an oil terminal and storage facility. Subsidiaries of Black Hills
Corporation hold limited and general partnership interests totaling one third of
the equity interests of the partnership. The remaining interests are held by
Equilon Pipeline Company, LLC.
Black Hills Energy Capital, Inc.
Black Hills Energy Capital, Inc. ("BHEC") is a Delaware corporation and a
wholly owned subsidiary of Black Hills Power headquartered in Wheeling,
Illinois. The corporation is engaged in the independent power industry. Through
its subsidiaries, BHEC 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 Independent Power Fund, Inc.
Black Hills Independent Power Fund, Inc. is a Texas corporation and a
wholly owned subsidiary of BHEC. The corporation is presently inactive.
Black Hills Independent Power Fund II, Inc.
Black Hills Independent Power Fund II, Inc. is an Illinois corporation and
a wholly owned subsidiary of BHEC. The corporation is presently inactive.
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.
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 59.99%. BHEC also
provides management services to INAPP. INAPP is the sole general partner of
Indeck North American Power Fund, L.P.
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 44.82%. 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
45.37% 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.
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.
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 II 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. Through its subsidiaries, BHEC
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.
Black Hills Valmont Colorado, Inc.
Black Hills Valmont Colorado, Inc. is a Delaware corporation and a
wholly-owned subsidiary of BHEC headquartered in Wheeling, Illinois. The company
is acting as financing agent during the construction phase of Black Hills
Colorado, LLC's expansion project.
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 2000, 86 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 21.8 and
88.9 MW, respectively; Osage Plant in Osage, Wyoming, a 34.5 MW coal-fired
plant; Neil Simpson Complex CT #1, a 40 MW natural gas fired combustion turbine
near Gillette, Wyoming; and the Wyodak Plant (20% share, co-owned with
PacifiCorp) near Gillette, Wyoming, at which Black Hills Power is entitled to
72.4 MW of capacity.
Generating Units
Year of Rating Principal
Name of Plant 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
Neil Simpson Complex CT 1 - Gillette, (WY) 2000 40,000 Gas
Wyodak Plant - Gillette, (WY) 1978 72,400 Coal
--------
Total 392,560
Of the 392.56 MW total installed capacity, 135 MW of Black Hills Power's
installed capacity is presently located in South Dakota, with an additional
257.56 MW located in Wyoming due to the abundance of low sulfur coal and natural
gas in that state. By constructing its 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 fuel by rail or pipeline to
its generating facilities.
Transmission and Distribution Facilities
Because 97% of Black Hills Power's service territory and 96% of its
customers are located in South Dakota, 2,086 miles (96%) of Black Hills Power's
2,175 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, 533 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 and natural
gas fired turbine 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 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, 2000 is 274,666,000 tons, of which
17,966,000 tons are committed to be sold to the Wyodak Plant and approximately
23,175,000 tons to Black Hills Power's other plants.
Oil and Natural Gas Properties
Black Hills Exploration and Production operates 298 wells as of December
31, 2000. 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 341 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: 1,533,435,000 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: 127,606,000 kwh (Wyoming) + 13,407,000 kwh
(Montana) = 141,013,000 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.
(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 133,687,000 kwh and 36,780,000 kwh of electric
energy were purchased from PacifiCorp and Rocky Mountain
Generating Company, respectively, in Wyoming. The electric energy
purchased from PacifiCorp and Rocky Mountain Generating Company
was primarily resold at wholesale in Wyoming. Black Hills Power
also purchased approximately 9,710,000 kwh from Municipal
Electric Association of Nebraska within the State of Nebraska
primarily for resale at wholesale in the state of Wyoming.
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") and a Wyoming Corporation.
The FERC accepted Black Hills Generation's application for EWG status in a
Letter Order reported at 69 FERCP. 61,036 (1994). Black Hills Generation's
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 a 90 megawatt coal-fired electric generation facility to be
located near Gillette, Wyoming, at the Wyodak coal mine (the "Wygen
Plant"). The company will lease this facility from Wygen Funding, LP, an
unrelated Delaware limited partnership owned by the project financiers.
Black Hills Generation will also construct transmission facilities
sufficient to deliver electric energy from the Wygen Plant to the Black
Hills Power transmission system through an interconnection with the Wyodak
Substation. The Wygen Plant is scheduled to be completed in 2003. Black
Hills Generation is also developing a 40 MW combustion turbine (the Neil
Simpson Complex CT #2) near 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, 2000 was $19. Net losses for the twelve
month period ended December 31, 2000 were $85,852.
(e) None.
Black Hills Colorado, LLC
(a) Black Hills Colorado, LLC ("Black Hills Colorado" formerly named Indeck
Colorado, LLC), is an EWG and a Delaware limited liability company. Black
Hills Colorado is administered from 1075 Noel Ave, Wheeling, IL 60090. FERC
accepted Black Hills Colorado's application for EWG status in an order
reported at 91 FERCP. 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 agreed to sell-back the
power and energy produced from the facilities to PSCo for a period of seven
years following their completion. In 2000, Black Hills Colorado entered
into an agreement with PSCo wherein Black Hills Colorado will construct an
additional 90 MW to be located at the Arapahoe and Valmont Power Stations.
The expansion will occur in stages with 40 MW becoming operational in the
spring of 2001 and the remaining 50 MW becoming operational in early 2002.
With this expansion a new ten year tolling agreement was executed
(replacing the original seven year agreement) providing for the EWG to sell
back all 210 MW of the Arapahoe and Valmont Power Stations' output to PSCo
through May of 2012.
(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.
(d) As of December 31, 2000, Black Hills Colorado, LLC had total equity of
$21,872,596. Its net income for the twelve month period ended December 31,
2000 was $235,253.
(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. 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 directly and indirectly (by and through its interest in Indeck North
American Power Fund, L.P.) owns a 45.37% interest in Indeck Harbor, LLC,
which, in turn, owns a 70% interest in the EWG. Thus BHEC's indirect
interest in Harbor Cogen is approximately 31.76%.
(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, 2000, Harbor Cogen had total equity of $40,880,870. For
the twelve months ended December 31, 2000, Harbor Cogen's earnings totaled
$28,825,294.
(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. Adirondack Hydro 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, Adirondack Hydro -
Fourth Branch, LLC, and Adirondack Operating Services, LLC.
(b) Adirondack Hydro is wholly owned by BHEC.
(c) Indeck Capital, Inc. contributed $3,975,105 to Adirondack Hydro prior to
Black Hills Corporation's ownership of the EWG. Black Hills Corporation has
indirectly invested $15,855,000 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, 2000, Adirondack Hydro had total equity of $56,668,530.
For the twelve month period ended December 31, 2000 net earnings totaled
$6,430,573.
(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) Through their subsidiary, Hudson Falls, LLC, Adirondack Hydro (98.5%) and
BHEC (1.5%) indirectly own half of the 1% general partnership interest in
Northern Electric. Adirondack Hydro directly 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 5, 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.
(d) As of December 31, 2000, Northern Electric had total equity of $18,002,857.
For the twelve month period ended December 31, 2000 net earnings totaled
$7,633,733.
(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, 2000, Hudson Falls had total equity of $23,083. For the
twelve month period ended December 31, 2000 net earnings totaled $67,135.
(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).
(b) Adirondack Hydro is presently the indirect owner of 1% general partnership
and 49% limited partnership interests in Sissonville by and 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, 2000, Sissonville had total equity of $1,484,764. For
the twelve month period ended December 31, 2000 net earnings totaled
$3,457,154.
(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 2.8 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.
(d) As of December 31, 2000, Warrensburg had total negative equity of
$3,782,947. For the twelve month period ended December 31, 2000, net income
totaled $472,906.
(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 11.7 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, 2000, NYSD had total negative equity of $9,041,593. For
the twelve month period ended December 31, 2000 net income totaled
$4,315,772.
(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 Hydro - Fourth Branch, LLC
(a) Adirondack Hydro - Fourth Branch, LLC ("Fourth Branch") is a limited
liability company organized under the laws of the State of New York . The
principal business address of Fourth Branch is 39 Hudson Falls Road, South
Glens Falls, New York, 12803. The FERC accepted Fourth Branch's application
for EWG status in a Letter Order reported at 93 FERC P. 62,108 (2000). On
September 29, 2000 Fourth Branch acquired ownership of a hydroelectric
generating facility with an installed capacity of 3.35 MW located on the
Mohawk River in the Town of Waterford, Saratoga County, New York. This is
currently the only generating facility owned by Fourth Branch.
(b) Adirondack Hydro is the sole member of Fourth Branch.
(c) Adirondack Hydro made an equity contribution of $634,441 in Fourth Branch
on October 20, 2000. There are presently no direct or indirect guarantees
by Black Hills Corporation or any other system company in favor of Fourth
Branch or any recourse debt to Black Hills Corporation or any system
company.
(d) As of December 31, 2000, Fourth Branch had total equity of $685,675. For
the twelve months ended December 31, 2000, Fourth Branch's earnings totaled
$51,234.
(e) Fourth Branch is a party to a service contract with Adirondack Operating
Services, LLC wherein Adirondack Operating Services, LLC provides
management, administrative and operating services to Fourth Branch.
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 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, 2000, Adirondack Operating had total equity of $1,000.
Adirondack Operating had no profit or loss for the twelve month period
ended December 31, 2000.
(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,
South Glens Falls, L.P., and Fourth Branch. Adirondack Operating provides
these services at cost.
Indeck Pepperell Power Associates, Inc.
(a) Indeck Pepperell Power Associates, Inc. ("Indeck Pepperell"), is an EWG
incorporated in the State of Delaware with its principal business offices
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 indirectly owns 48.67% of the capital stock of Indeck Pepperell by and
through its interests in Indeck North American Power Fund, L.P.
(c) Indeck Pepperell has total paid in capital of $10,947,564. Of that amount,
$5,328,179 is attributable to Black Hills Corporation through its ownership
interests in 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.
(d) As of December 31, 2000, Indeck Pepperell had total equity of $7,157,731.
Indeck Pepperell had net income of $1,101,443 for the twelve month period
ended December 31, 2000.
(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, 2000, the total cost of Jamaica Power's facility was
$144,000,000.
(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.
(d) As of December 31, 2000, the total cost of Rio Volcan was $33,600,000.
(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, Province 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, 2000, the total cost of Don Pedro was $25,200,000.
(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, 2000. 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.
(d) As of December 31, 2000, 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, 2000.
(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, 2000. 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, 2000, the total cost of the MASSPOWER facility was
$240,000,000.
(e) None.
EXHIBIT A
A consolidating statement of income and retained earnings of Black
Hills Corporation and its subsidiaries for the year ended December 31, 2000 and
a consolidating balance sheet as of December 31, 2000 are also filed herewith.
Black Hills Corporation
Financial Statements as of
December 31, 2000 and 1999
BLACK HILLS CORPORATION
BALANCE SHEETS
As of December 31
2000 1999
(in thousands)
ASSETS
Current assets:
Cash and cash equivalents $ 24,913 $ 16,482
Securities available for sale 2,113 7,586
Receivables, net
Customers 278,436 84,331
Other 21,283 55,694
Materials, supplies and fuel 16,545 14,278
Prepaid expenses 7,428 2,828
Derivatives at market value 68,292 -
----------- -----------
419,010 181,199
----------- -----------
Investments 89,352 10,444
----------- -----------
Property and equipment 1,045,346 700,044
Less accumulated depreciation
and depletion (276,452) (246,299)
----------- ----------
768,894 453,745
----------- ----------
Deferred charges and other assets:
Federal income taxes 18,524 11,472
Regulatory asset 4,134 3,944
Other, including goodwill 38,930 14,002
----------- ----------
61,588 29,418
----------- ----------
$1,338,844 $674,806
=========== ==========
BLACK HILLS CORPORATION
BALANCE SHEETS
As of December 31
(continued)
2000 1999
(in thousands)
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term debt $ 13,960 $ 1,330
Notes payable 211,679 97,579
Accounts payable 247,596 80,355
Accrued liabilities 49,661 26,088
Derivatives at market value 65,960 -
----------- ----------
588,856 205,352
----------- ----------
Long-term debt, net of current maturities 307,092 160,700
----------- ----------
Deferred credits and other liabilities:
Federal income taxes and investment
tax credits 83,733 62,162
Reclamation and regulatory liability 22,340 22,494
Other 16,516 7,492
----------- ----------
122,589 92,148
----------- ----------
Minority interest 37,961 -
----------- ----------
Stockholders' equity:
Preferred stock 4,000 -
----------- ----------
Common stock equity:
Common stock $1 par value; 50,000,000
shares authorized; Issued: 23,302,111
shares in 2000 and 21,739,030 shares
in 1999 23,302 21,739
Additional paid-in capital 73,442 40,658
Retained earnings 191,482 162,239
Treasury stock (9,067) (8,030)
Accumulated other comprehensive income (813) -
----------- -----------
Total common stock equity 278,346 216,606
----------- -----------
Total stockholders' equity 282,346 216,606
----------- -----------
$1,338,844 $ 674,806
=========== ===========
BLACK HILLS CORPORATION
STATEMENTS OF INCOME
Years ended December 31
2000 1999
(in thousands)
Operating revenues $1,623,836 $791,875
---------- --------
Operating expenses:
Fuel and purchased power 1,370,841 637,302
Operations and maintenance 46,054 36,463
Administrative and general 44,423 18,272
Depreciation, depletion and amortization 32,864 25,067
Taxes, other than income taxes 14,904 12,880
---------- ---------
1,509,086 729,984
---------- ---------
Operating income 114,750 61,891
---------- ---------
Other income (expense):
Interest expense (30,342) (15,460)
Investment income 7,075 3,614
Other, net 2,996 876
---------- ---------
(20,271) (10,970)
---------- ---------
Income before minority interest and income taxes 94,479 50,921
Minority interest (11,273) 1,935
Income taxes (30,358) (15,789)
---------- ---------
Net income $ 52,848 $ 37,067
========== =========
Preferred stock dividends (78) -
---------- ---------
Net income available for common stock $ 52,770 $ 37,067
========== =========
Earnings per share of common stock:
Basic $ 2.39 $ 1.73
========== =========
Diluted $ 2.37 $ 1.73
========== =========
Weighted average common shares outstanding:
Basic 22,118 21,445
========== =========
Diluted 22,281 21,482
========== =========
STATEMENTS OF RETAINED EARNINGS
Years ended December 31
2000 1999
(in thousands)
Balance, beginning of year $162,239 $147,774
Net income 52,848 37,067
Cash dividends on common stock ($1.08 and $1.04
per share, respectively) (23,527) (22,602)
Cash dividends on preferred stock (78) -
-------- --------
Balance, end of year $191,482 $162,239
======== ========
EXHIBIT B
Financial Data Schedule
1. Total Assets: $1,338,844,000 (2000 calendar year)
2. Total Operating Revenues: $1,623,836,000 (2000 calendar year)
3. Net Income Available for Common Stock: $52,770,000 (2000 calendar year)
More detailed information on each of these items are provided in Exhibit A,
above.
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 Power, Inc.
Black Hills Energy Capital, Inc.
Adirondack Hydro Development Corporation
2. BLACK HILLS COLORADO, LLC
Black Hills Corporation
Black Hills Power, Inc.
Black Hills Energy Capital, Inc.
Black Hills Colorado, LLC
3. INDECK PEPPERELL POWER ASSOCIATES, INC.
Black Hills Corporation
Black Hills Power, Inc.
Black Hills Energy Capital, Inc.
Black Hills North America, Inc.
North American Funding, LLC
Indeck North American Power Partners, LP
Indeck North American Power Fund, LP
Indeck Pepperell Power Associates, Inc.
4. HARBOR COGENERATION COMPANY
Black Hills Corporation
Black Hills Power, Inc.
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
Black Hills Power, Inc.
Wyodak Resources Development Corp.
Black Hills Generation, Inc.
6. HUDSON FALLS, LLC
Black Hills Corporation
Black Hills Power, Inc.
Black Hills Energy Capital, Inc.
Adirondack Hydro Development Corporation
Hudson Falls, LLC
7. ADIRONDACK OPERATING SERVICES, LLC
Black Hills Corporation
Black Hills Power, Inc.
Black Hills Energy Capital, Inc.
Adirondack Hydro Development Corporation
Adirondack Operating Services, LLC
8. SISSONVILLE LIMITED PARTNERSHIP
Black Hills Corporation
Black Hills Power, Inc.
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 Power, Inc.
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 Power, Inc.
Black Hills Energy Capital, Inc.
Adirondack Hydro Development Corporation
Warrensburg Corporation
Warrensburg II, Corporation
Warrensburg Hydro Power Limited Partnership
11. NORTHERN ELECTRIC POWER COMPANY, LP
Black Hills Corporation
Black Hills Power, Inc.
Black Hills Energy Capital, Inc.
Adirondack Hydro Development Corporation
Hudson Falls, LLC
Northern Electric Power Company, LP
12. ADIRONDACK HYDRO - FOURTH BRANCH, LLC
Black Hills Corporation
Black Hills Power, Inc.
Black Hills Energy Capital, Inc.
Adirondack Hydro Development Corporation
Adirondack Hydro - Fourth Branch, LLC
13. JAMAICA PRIVATE POWER COMPANY
Black Hills Corporation
Black Hills Power, Inc.
Black Hills Energy Capital, Inc.
EIF Investors Fund II, LP
Jamaica Private Power Company
14. P.A. DON PEDRO, S.A.
Black Hills Corporation
Black Hills Power, Inc.
Black Hills Energy Capital, Inc.
EIF Investors Fund II, LP
P.A. Don Pedro S.A.
15. P.H. RIO VOLCAN, S.A.
Black Hills Corporation
Black Hills Power, Inc.
Black Hills Energy Capital, Inc.
EIF Investors Fund II, LP
P.H. Rio Volcan, S.A.
16. BERKSHIRE POWER COMPANY, LLC
Black Hills Corporation
Black Hills Power, Inc.
Black Hills Energy Capital, Inc.
EIF Investors Fund III, LP
Berkshire Power Company, LLC
17. MASSPOWER
Black Hills Corporation
Black Hills Power, Inc.
Black Hills Energy Capital, Inc.
EIF Investors Fund III, LP
MASSPOWER
BLACK HILLS CORPORATION
The above-named claimant has caused this statement to be duly executed on its
behalf by its authorized officer on this 28th day of February, 2001.
Black Hills Corporation
By /s/ Mark T. Thies
Mark T. Thies
Sr. Vice President Finance and CFO
Corporate Seal
Attest:
/s/ Roxann R. Basham
Roxann R. Basham, CPA
Vice President - Controller and
Assistant Secretary
Name, title and address of officer to whom notices and correspondence concerning
this statement should be addressed.
Steven J. Helmers
General Counsel and Corporate Secretary
Post Office Box 1400
Rapid City, SD 57709
OPUR3 DEC-31-2000 DEC-31-2000 YEAR PER-BOOK 1,338,844,000 1,623,836,000 52,770,000