UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM U-9C-3
QUARTERLY REPORT PURSUANT TO RULE 58
For the Quarter Ended September 30, 2005
Black Hills Corporation
(Name of registered holding company)
625 Ninth Street, Rapid City, South Dakota 57701
(Address of principal executive offices)
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Inquiries concerning this Form U-9C-3 should be directed to: |
Mark T. Thies |
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Black Hills Corporation | ||||
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625 Ninth Street |
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Rapid City, SD 57701 |
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(605) 721-1700 |
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ITEM 1 – ORGANIZATION CHART
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Name of Reporting Company
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Energy or Gas-Related Company
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Date of Organization
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State of Organization
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Percentage of Voting Securities Held
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Type of Business
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1. |
Black Hills Corporation* |
N/A |
04/28/2000 |
South Dakota
|
N/A |
Holding company
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1.1 |
Black Hills Energy, Inc.* |
N/A |
01/29/2001 |
South Dakota |
100% |
Intermediate non-utility holding company for Black Hills Corporation’s EWGs, QFs, natural gas/oil/coal companies
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|
1.1.1 |
Black Hills Generation, Inc.* |
N/A |
01/05/2000 |
Delaware |
100% |
Intermediate non-utility holding company for Black Hills Corporation EWGs and QFs and other businesses related to the ownership and operation of EWGs and QFs
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1.1.1.2 |
Black Hills Idaho Operations, LLC
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Energy-related |
10/20/1998 |
Delaware |
100% |
Provides operating services to a qualifying facility |
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1.1.13 |
Black Hills Nevada Operations, LLC
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Energy-related |
06/26/2001 |
Delaware |
100% |
Operates qualifying facility |
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1.1.1.4 |
Black Hills Ontario, LLC |
Energy-related
|
12/23/1996 |
Delaware |
50% |
Qualifying facility |
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1.1.1.5 |
Black Hills Southwest, LLC*
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N/A |
06/11/2001 |
Delaware |
100% |
Intermediate non-utility subsidiary
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|
1.1.1.5.1 |
Black Hills Nevada, LLC* |
N/A |
08/19/1999 |
Delaware |
100% |
Intermediate non-utility subsidiary
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|
1.1.1.5.1.1 |
Desert Arc I, LLC |
N/A |
08/19/1999 |
Delaware |
50% |
Intermediate non-utility holding company
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|
1.1.1.5.1.2 |
Desert Arc II, LLC |
N/A |
08/19/1999 |
Delaware |
50% |
Intermediate non-utility holding company
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|
1.1.1.5.1.1.1 1.1.1.5.1.2.1 |
Las Vegas Cogeneration Limited Partnership
|
Energy-related |
02/01/1991 |
Nevada |
50% |
Qualifying facility |
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1.1.1.5.1.3 |
Sunco, Ltd., a Limited Liability Company
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Energy-related |
02/10/1994 |
Nevada |
100% |
Qualifying facility thermal host |
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1.1.2 |
Wyodak Resources Development Corp.
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Energy-related |
07/23/1956 |
Delaware |
100% |
Coal mining company |
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1.1.3 |
Black Hills Exploration and Production, Inc.
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Energy-related |
11/03/1977 |
Wyoming |
100% |
Oil and natural gas exploration and production |
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1.1.3.1 |
Black Hills Gas Holdings Corp. (fka Mallon Resources Corporation)*
|
N/A |
07/18/1988 |
Colorado |
100% |
Intermediate non-utility holding company |
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1.1.3.1.1 |
Black Hills Gas Resources, Inc. (fka Mallon Oil Company)
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Energy-related |
05/31/1978 |
Colorado |
100% |
Oil and gas exploration and production and owns a natural gas gathering pipeline
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*System Company that directly/indirectly holds securities of Reporting Company
2
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Name of Reporting Company
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Energy or Gas-Related Company
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Date of Organization
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State of Organization
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Percentage of Voting Securities Held
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Type of Business
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1.1.3.1.2 |
Black Hills Cabresto Pipeline, LLC |
Energy-related |
08/28/2003 |
Delaware |
100% |
Owns and operates 12-mile natural gas pipeline in New Mexico
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1.1.4 |
Black Hills Energy Resources, Inc. |
Energy-related
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06/25/1997 |
South Dakota |
100% |
Markets energy commodities |
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1.1.4.1 |
Black Hills Operating Company, LLC |
Energy-related |
02/01/2002 |
Delaware |
100% |
Operates and manages oil pipelines and terminals in Texas
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1.1.4.2 |
Black Hills Energy Pipeline, LLC* |
N/A |
07/20/1999 |
Delaware |
100% |
Intermediate non-utility holding company
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1.1.4.3 |
Black Hills Millennium Pipeline, Inc.* |
N/A |
07/13/1999 |
South Dakota |
100% |
Intermediate non-utility subsidiary
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1.1.4.3.1 |
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1.1.4.5 |
Black Hills Millennium Terminal, Inc.* |
N/A |
09/17/1999 |
South Dakota |
100% |
Intermediate non-utility subsidiary
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1.1.4.5.1 |
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1.1.4.6 |
Black Hills Kilgore Energy Pipeline, LLC* |
N/A |
02/01/2002 |
Delaware |
100% |
Intermediate non-utility subsidiary
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1.1.4.6.1 1.1.4.7.1 |
Black Hills Kilgore Pipeline Company, L.P. |
Energy-related |
03/14/2002 |
Texas |
100% |
Owns and operates an oil pipeline in Texas
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*System Company that directly/indirectly holds securities of Reporting Company
3
ITEM 2 – ISSUANCES AND RENEWALS OF SECURITIES AND CAPITAL CONTRIBUTIONS
For the three month period ended September 30, 2005 (in thousands):
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Company Issuing Security |
Type of Security Issued |
Principal Amount of Security |
Issue or Renewal |
Cost of Capital |
Person to Whom Security Was Issued |
Collateral Given With Security |
Consideration Received for Each Security |
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Black Hills Idaho Operations, LLC |
ST Debt |
$ 73 |
Issue |
4.77% |
Black Hills Generation, Inc. |
None |
$ 73 |
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Wyodak Resources Development Corp. |
ST Debt |
1,016 |
Issue |
4.77% |
Black Hills Exploration and Production, Inc. |
None |
1,016 |
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Black Hills Generation, Inc. |
ST Debt |
81 |
Issue |
4.77% |
Sunco, Ltd. LLC |
None |
81 |
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Las Vegas Cogeneration Limited Partnership |
ST Debt |
471 |
Issue |
4.77% |
Black Hills Generation, Inc. |
None |
471 |
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Black Hills Nevada Operations |
ST Debt |
19 |
Issue |
4.77% |
Black Hills Generation, Inc. |
None |
19 |
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Black Hills Corporation |
ST Debt |
51,446 |
Issue |
4.77% |
Black Hills Exploration and Production, Inc. |
None |
51,446 |
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Black Hills Energy |
ST Debt |
3,268 |
Issue |
4.77% |
Black Hills Exploration and Production, Inc. |
None |
3,268 |
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Non-Utility Money Pool |
ST Debt |
45,932 |
Issue |
4.56% |
Enserco Energy, Inc. |
None |
45,932 |
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Non-Utility Money Pool |
ST Debt |
139 |
Issue |
4.56% |
Sunco, Ltd. LLC |
None |
139 |
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Black Hills Idaho Operations, LLC |
ST Debt |
1,177 |
Issue |
4.56% |
Non-Utility Money Pool |
None |
1,177 |
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Black Hills Ontario, Inc. |
ST Debt |
3,974 |
Issue |
4.56% |
Non-Utility Money Pool |
None |
3,974 |
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Las Vegas Cogeneration Limited Partnership |
ST Debt |
10,607 |
Issue |
4.56% |
Non-Utility Money Pool |
None |
10,607 |
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Black Hills Nevada Operations |
ST Debt |
692 |
Issue |
4.56% |
Non-Utility Money Pool |
None |
692 |
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Wyodak Resources Development Corp. |
ST Debt |
30,444 |
Issue |
4.56% |
Non-Utility Money Pool |
None |
30,444 |
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Company Contributing Capital |
Company Receiving Capital |
Amount of Capital Contribution |
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None |
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4
ITEM 3 – ASSOCIATE TRANSACTIONS
Part I – Transactions performed by reporting companies on behalf of associate companies
For the three month period ended September 30, 2005 (in thousands):
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Reporting Company Rendering Services |
Associate Company Receiving Services |
Types of Services Rendered |
Direct Costs Charged |
Indirect Costs Charged |
Cost of Capital |
Total Amount Billed |
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Enserco Energy Inc. |
Black Hills |
Physical gas sales |
$9,030 |
N/A |
N/A |
$9,030 |
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Enserco Energy Inc. |
Black Hills |
Physical gas sales |
1,239 |
N/A |
N/A |
1,239 |
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Enserco Energy Inc. |
Black Hills |
Physical gas sales |
985 |
N/A |
N/A |
985 |
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Wyodak Resources |
Black Hills |
Coal sales |
2,267 |
N/A |
N/A |
2,267 |
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Wyodak Resources |
Black Hills |
Coal sales |
678 |
N/A |
N/A |
678 |
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Black Hills Exploration |
Enserco Energy Inc. |
Physical gas sales |
3,902 |
N/A |
N/A |
3,902 |
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and Production, Inc. |
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Black Hills Gas |
Enserco Energy Inc. |
Physical gas sales |
14,138 |
N/A |
N/A |
14,138 |
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Resources, Inc. |
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Black Hills Exploration and Production, Inc. |
Black Hills Gas Resources, Inc. |
Operational services |
278 |
N/A |
N/A |
278 |
5
Part II – Transactions performed by associate companies on behalf of reporting companies
For the three months ended September 30, 2005 (in thousands):
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Associate Company Rendering |
Reporting Company Receiving Services |
Types of Services Rendered |
Direct Costs Charged |
Indirect Costs Charged |
Cost of Capital |
Total Amount Billed |
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Black Hills Energy, Inc. |
Black Hills Exploration and Production, Inc. |
Corporate services |
N/A |
$ 1,802 |
N/A |
$ 1,802 |
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Black Hills Energy, Inc. |
Enserco Energy Inc. |
Corporate services |
N/A |
623 |
N/A |
623 |
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Black Hills Energy, Inc. |
Wyodak Resources Development Corp. |
Corporate services |
N/A |
797 |
N/A |
797 |
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Black Hills Energy, Inc. |
Black Hills Energy Resources, Inc. |
Corporate services |
N/A |
30 |
N/A |
30 |
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Black Hills Energy, Inc. |
Black Hills Kilgore Pipeline Company, LP |
Corporate services |
N/A |
37 |
N/A |
37 |
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Black Hills Energy, Inc. |
Millennium Pipeline Company, LP |
Corporate services |
N/A |
201 |
N/A |
201 |
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Black Hills Power, Inc. |
Wyodak Resources Development Corp. |
Retail electric services |
146 |
N/A |
N/A |
146 |
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Note: |
Black Hills Corporation has formed a service company, Black Hills Service Company, LLC (“BHSC”), pursuant to the authority granted in Black Hills Corporation, et al., Holding Company Act Release No. 35-27931 (“Order”). The Commission approved BHSC’s standard form of service company agreements in the Order. Pursuant to the phase-in authorized in the Order, BHSC will become fully operational by the end of the year 2005 and perform services under service company agreements with its affiliates. |
6
ITEM 4 – SUMMARY OF AGGREGATE INVESTMENT
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Investments in energy-related companies (in thousands): |
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Total consolidated capitalization as of September 30, 2005 |
$1,441,367 |
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line 1 |
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Total capitalization multiplied by 15% (line 1 multiplied by 0.15) |
216,205 |
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line 2 |
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Greater of $50 million or line 2 |
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$216,205 |
line 3 |
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Total current aggregate investment: |
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(categorized by major line of energy-related business) |
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Total current aggregate investment(1) |
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— |
line 4 |
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Difference between the greater of $50 million or 15% of capitalization |
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and the total aggregate investment of the registered holding company |
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system (line 3 less line 4) |
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$216,205 |
line 5 |
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Investments in gas-related companies: |
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Total current aggregate investment: |
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(categorized by major line of gas-related business) |
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None |
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(1) |
Investments in energy related companies prior to December 28, 2004, the date Black Hills Corporation became a registered holding company are reported under Item 5 – Other Investments on this Form U-9C-3. |
7
ITEM 5 – OTHER INVESTMENTS
As of September 30, 2005 (in thousands):
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Major Line of Energy-Related Business(1) |
Other Investment in Last U-9C-3 Report |
Other Investment in This U-9C-3 Report |
Reason for Difference in Other Investment |
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Energy commodity |
$ 80,928 |
$ 127,478 |
Quarterly earnings and change in |
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marketing |
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intercompany balances |
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Qualifying facilities |
65,437 |
14,046(2) |
Quarterly earnings and change in |
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intercompany balances |
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Fuel transportation, |
119,910 |
110,735 |
Quarterly earnings and change in |
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handling and storage |
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intercompany balances |
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facilities |
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Oil and gas exploration |
58,550 |
58,996 |
Quarterly earnings and change in |
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and production |
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intercompany balances |
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Coal mining |
9,669 |
11,358 |
Quarterly earnings and change in |
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intercompany balances |
__________________________
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(1) |
Energy related businesses exempt from calculation in Item 4 – Summary of Aggregate Investment prior to December 28, 2004, the date which Black Hills Corporation became a registered holding company. |
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(2) |
Quarterly earnings include a $32.7 million after-tax impairment charge for the Las Vegas I power plant. |
8
ITEM 6 – FINANCIAL STATEMENTS AND EXHIBITS
List all financial statements and exhibits filed as a part of this report.
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(a) |
Financial statements: |
Financial statements as of September 30, 2005 are being filed in paper under cover of Form SE and confidential treatment is being requested pursuant to Rule 104(b), 17 C.F.R. § 250-104(b).
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(b) |
Exhibits: |
Exhibits are being filed in paper under cover of Form SE and confidential treatment is being requested pursuant to Rule 104(b), 17 C.F.R. § 250-104(b).
SIGNATURE
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Black Hills Corporation |
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By: /s/ Mark T. Thies |
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MARK T. THIES |
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Executive Vice President and | |||||
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Chief Financial Officer |
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Dated: November 28, 2005
With the above signature, I also certify that the corresponding report on Form U-9C-3 for the second quarter of 2005 was filed with Black Hills Corporation’s interested state commissions whose names and addresses are listed below:
Public Service Commission of Montana
1701 Prospect Avenue
Helena, MT 59620-2601
Public Utilities Commission of South Dakota
Capitol Building, 1st Floor
500 East Capital Avenue
Pierre, SD 57501-5070
Public Service Commission of Wyoming
2515 Warren Avenue, Suite 300
Cheyenne, WY 82002
9