ITEM 1. BUSINESS
GENERAL
The Company was incorporated under the laws of South Dakota in 1941 under the name Black Hills Power and Light Company. In 1986 the Company changed its name to Black Hills Corporation and now operates its investor-owned electric public utility operations under the assumed name of Black Hills Power and Light Company. In addition the Company has diversified into coal mining through Wyodak Resources and into oil and gas production through Western Production.
Black Hills Power is engaged in the generation, purchase, transmission, distribution, and sale of electric power and energy to approximately 53,959 customers in 11 counties in western South Dakota, northeastern Wyoming, and southeastern Montana. The territory served by Black Hills Power includes 20 incorporated communities and various unincorporated and rural areas with a population estimated at 165,000. The largest community served is Rapid City, South Dakota, with a population, including environs, estimated at 75,000. Rapid City is the major retail, wholesale, and healthcare center for a 250-mile radius. Principal industries in the territory served are tourism (including small stake casino gambling at Deadwood), cattle and sheep raising, farming, milling, meat packing, lumbering, the production of cement, the mining of bentonite, stone, gravel, silica sand, gold, silver, coal and other minerals, the manufacture of electronic products, wood products and gold jewelry, and the production and refining of oil. Black Hills Power serves a substantial portion of the electric needs of the Black Hills tourist region which includes the National Shrine of Democracy - Mount Rushmore National Memorial and the Crazy Horse Memorial, a large granite mountain carving under construction as a memorial to native Americans and one of their leaders. Tourism has been and is expected to continue to be enhanced significantly by the establishment of small stakes casino gambling at Deadwood, South Dakota, which is a part of Black Hills Power's service territory. Although only a small portion of EAFB is served by Black Hills Power, EAFB forms a significant economic base for the territory served.
Wyodak Resources, incorporated under the laws of Delaware in 1956, is engaged in the mining and sale of sub-bituminous coal. The coal mining operation is located approximately five miles east of Gillette, Wyoming.
In 1986 Wyodak Resources acquired all of the outstanding capital stock of Western Production, an oil and gas exploration, producing, and operating company incorporated under the laws of Wyoming. Western Production is an oil producing and operating company with interests located in the Rocky Mountain Region, California, and Texas. Western Production also has a partial interest in a natural gas processing plant.
Information as to the continuing lines of business of the Company for the calendar years 1992-1994 is as follows:
Reference is made to the Consolidated Statements of Income and Note 11 of "Notes to Consolidated Financial Statements" appended hereto.
ELECTRIC POWER SALES AND SERVICE TERRITORY
ELECTRIC POWER SALES--RETAIL. Even though Black Hills' service area experienced milder than normal winter weather, Black Hills Power's firm kilowatthour sales increased in 1994 by 2.7 percent over 1993. The increase in energy sales is largely due to an increase in the number of customers and their use of electricity. Firm energy sales are forecast to increase over the next ten years at an annual compound growth rate of approximately 2 percent. During the next ten years the peak system demand for retail sales and to the City of Gillette, Wyoming, currently at 284 MW for winter peak and 279 MW for summer peak, is forecasted to increase at an annual compound growth rate of 2.1 percent for summer and 2.4 percent for winter. These forecasts are from studies conducted by Black Hills Power with the help of outside consultants whereby the service territory of Black Hills Power is examined and analyzed to estimate changes in the needs for electrical energy and demand over a 20-year period. These forecasts are only estimates, and the actual changes in electric sales may be substantially different. In the past Black Hills Power's forecasts have tracked actual sales within a band of reasonable performance.
RETAIL ELECTRIC SERVICE TERRITORY. Black Hills Power's service territory is currently protected by assigned service area and franchises that generally grant to Black Hills Power the exclusive right to sell all electric power consumed therein, subject to providing adequate service. See--COMPETITION IN ELECTRIC UTILITY BUSINESS under this Item 1.
At the end of 1994, Black Hills served electric energy to 53,959 customers in a population island that includes the major population centers of the Black Hills area in western South Dakota and northeastern Wyoming and a small oil field in southeastern Montana.
Black Hills Power's electric service territory is experiencing modest business and population growth. South Dakota's unemployment rate in 1994 averaged 2.7 percent. South Dakota experienced a retail sales growth of 8.4 percent in 1994. Over 1,400 new jobs were created in Rapid City during 1994, a 3.5 percent increase. The tourism industry in South Dakota experienced visitor spending increases of 11 percent in 1994 compared to 1993.
The Company believes that this growth in its electric service territory will continue; however, the Company can give no assurances.
The gold mining industry, including Homestake Mining Company (representing 11.4 percent of Black Hills' total firm kilowatthour sales in 1994 and 8.0 percent of firm electric sales revenue) depends largely upon the price of gold and the ability to find economically minable ore reserves. The Homestake Mine produced almost 400,000 ounces of gold in 1994 and has returned to profitability after several lean years but still faces questions about its ability to continue making profits while pursuing ore reserves even deeper in the earth.
Also experiencing political difficulties is the timber industry, where administrative appeals are slowing timber sales in the Black Hills National Forest. About $70 million is generated in the Black Hills annually by the timber industry, and 1,700 jobs depend on its continuation. A new U. S. Forest Service Management Plan detailing the multiple uses of the forest is now under consideration.
A brighter spot is low stakes casino gambling initiated in Deadwood, South Dakota, in 1989. Since 1989, more than 1,500 jobs have been created in the 78 gaming establishments where $1.87 billion has been wagered in the past five years, generating $14.7 million in gaming taxes.
Less dependent on weather and market conditions is the healthcare industry. Rapid City Regional Hospital, a not-for-profit corporation with 341 beds, serves the area within a 250-mile radius of South Dakota, Wyoming, and Nebraska. Presently, the hospital has a medical staff of over 200 physicians representing 42 medical specialties. The hospital's cancer care institute opened in 1993 and in 1994 proceeded with construction to expand the emergency, surgery, endoscopy, radiology, nuclear medicine, and ultrasound facilities. The hospital employs over 2,000 people, making it the largest employer in the area besides EAFB.
The political climate in South Dakota and Wyoming is pro-business and industry. Neither state has a corporate or personal income tax.
ELLSWORTH AIR FORCE BASE FUTURE. One of the major employers in the Rapid City area is the United States Defense Department's EAFB. EAFB is a military Air Force base near Rapid City, South Dakota. Its current mission is to serve as the training, operation, and maintenance base for some of the Air Force's B-1 bombers. There are now stationed at EAFB 30 of the Defense Department's total of 95 B-1s.
Black Hills Power does not provide electric service to EAFB. However, currently EAFB employs approximately 4,616 military and 526 civilian personnel. In addition to these direct employees, additional nongovernmental employees residing in Rapid City and the surrounding area depend upon the continual operation of EAFB. Many of the persons with these jobs reside in the service territory of Black Hills Power. Many businesses in Black Hills Power's service territory are at least partially dependent upon the operations at EAFB. The exact economic impact from a closing of EAFB on Black Hills Power's electric sales cannot be estimated. While the impact would be felt, there are other businesses that would not be affected and are experiencing growth for other reasons in Black Hills Power's electric service territory.
Under the procedures of the Base Closure and Realignment Act of 1990, the fourth round of military base closures and realignments is in process as of the date of the publication of this report. The Department of the Air Force, along with the other services, current evaluations of what military bases should be closed or their mission realigned began in December of 1993 and continues into 1994. The military services submitted their recommended closure list to the Secretary of Defense (Secretary) for consideration in January of 1995. On February 28, 1995 the Secretary submitted a list of the Secretary's recommendations for military bases to be closed or realigned to the Base Closure and Realignment Commission (Closure Commission), a commission
appointed by the President and confirmed by the United States Senate. EAFB was not on the Secretary's list for either closure or realignment.
The Closure Commission will review the Secretary's list to insure fairness in the process, compare bases with the same mission, delete bases from the list, and add bases to the list until May 17, 1995.
The Closure Commissioners and staff will visit each base considered for closure and hold regional hearings for communities with a base considered for closure. The Closure Commission's closure list will go to the President by July 1, 1995. If the President rejects the list, the Closure Commission will reconsider the list. If rejected again, the process is over, and nothing closes. If the list is approved, the President sends the list to Congress. No Congressional action is required, but Congress may by joint resolution disapprove the closure list.
The primary criteria that the Department of Defense and Closure Commission apply to their decisions are military value--that is, the current and future mission requirements and the impact on Department of Defense operational readiness; land, facilities, encroachment and airspace availability; the ability to accommodate contingency, mobilization, and future force requirements; and cost and manpower implications of closing.
The secondary criteria to be applied consider return on investment--the extent and timing of potential costs and savings; and impacts, including the economic impact on the community, the ability of the community to handle the existing mission, and the environmental impact of base closure.
The Secretary also announced that he will recommend that authority be extended to permit another base closure round in three or four years.
In 1994 the Air Force conducted a six-month test of the B-1s. The mandated criteria included operational readiness of 75 percent. The Air Force reported the results of the test to be an 84.3 percent readiness of the B-1s.
EAFB receives strong support from the Black Hills communities and the State of South Dakota and is the only major military establishment of the Department of Defense located in South Dakota. President Clinton's 1996 defense budget includes the B-1 program. While management believes that EAFB will meet the criteria for continuing as a military base and will survive this round of base closings, management can give no assurances. The political uncertainties of governmental spending, provincial competition, a shrinking commitment to military preparedness, and partisan interplay make any prediction suspect.
ELECTRIC SALES--WHOLESALE TO CITY OF GILLETTE. Black Hills Power sells electric power and energy to the municipal electric system at Gillette, Wyoming. Service is rendered under a long-term contract expiring July 1, 2012 wherein Black Hills Power currently undertakes the obligation to serve the City of Gillette 60 percent of its highest demand and that associated energy as if the demand served by Black Hills Power was always Gillette's first demand. The agreement also allows Gillette to obtain the benefits of a 4,000 kilowatt average firm power purchase agreement from WAPA. Gillette's highest demand to date is 38.78 megawatts, making Black Hills' current base load obligation to serve 23 megawatts. The most recent average yearly capacity factor of this 23 megawatt demand has been approximately 80 percent. Revenue from sales to Gillette represented 8 percent of revenue from total sales in 1994.
Under the current contract, Black Hills Power is further obligated to serve the next increment of 10 megawatts of Gillette's demand above 33 megawatts if Gillette is unable to obtain it from other sources. Subject to certain emergency conditions, once Black Hills Power serves a full increment of another 10 megawatts, that increment is added to Black Hills Power's firm obligation to serve. When Gillette serves 10 megawatts, that increment is added to Gillette's firm obligation to serve. At this time Gillette has obtained resources to serve its load above the 60 percent of base load obligation of Black Hills Power. However, Gillette's resources come from short-term contracts, so Black Hills Power is required to stand by to serve a 10 megawatt increment of capacity to Gillette.
Subject to the approval of Gillette's City Council, Black Hills Power and the City of Gillette have reached an agreement to substantially amend their contract. The new agreement will be subject to approval or acceptance for filing by the FERC.
Under the new agreement, Black Hills Power will continue to have the obligation to serve the first 23 megawatts of Gillette's load and the associated energy; however, Gillette will undertake the obligation to provide resources for all of its loads above 23 megawatts and associated energy. The new contract will maintain the same level of service furnished by Black Hills to Gillette at this time. The term of the new contract remains the same.
The new contract will also provide for a rate increase to be paid by Gillette commencing with the commercial operation of Neil Simpson Unit #2. See--RATE REGULATION--WHOLESALE--CITY OF GILLETTE under this Item 1.
ELECTRIC SALES--WHOLESALE TO MDU. Black Hills Power and MDU entered into a Power Integration Agreement, dated as of September 9, 1994, providing for the sale for a period of 10 years commencing January 1, 1997, by Black Hills Power to MDU of up to 55 megawatts of power and associated energy to serve MDU's Sheridan, Wyoming electric service territory. The MDU Sheridan service territory has experienced a 45 megawatt peak and operates at a 60 percent load factor. The agreement is subject to approval or acceptance for filing by the FERC.
The agreement provides for fixed rates for capacity and energy to be paid by MDU during the 10-year contract term. MDU widely solicited proposals from several entities, and Black Hills Power's rates under the contract were accepted by MDU as the most competitive. Black Hills Power and MDU have agreed not to apply to FERC for any rate changes in the contract for the entire 10-year term other than increases caused by governmental direct taxes on electric generation fired by hydrocarbons.
The agreement further provides for Black Hills Power and MDU to equally share the costs of constructing a combustion turbine of approximately 70 megawatts at such time during the 10-year term that Black Hills Power determines in its sole discretion that such turbine is required. If the turbine is built, MDU's 50 percent interest in the combustion turbine will be utilized by Black Hills Power for the balance of the 10-year term in payment of a portion of MDU's capacity requirements under the agreement. MDU will have the option to sell its interest in the combustion turbine to Black Hills Power at the end of the 10 years from the first date of commercial operation of the combustion turbine at original cost depreciated.
The sale to MDU is an off-system sale and will be delivered over Pacific Power's transmission system by scheduling a portion of the power and energy being purchased from Pacific Power under the Pacific Power Colstrip Contract. See--ELECTRIC POWER SUPPLY--PACIFIC POWER COLSTRIP CONTRACT under this Item 1.
Black Hills Power entered into the agreement with MDU because it was an opportunity to use energy from its new base load Neil Simpson Unit #2 and other resources along with purchased peaking capacity to serve MDU resulting in incremental savings to Black Hills Power's other customers. See--RATE REGULATION--SOUTH DAKOTA--RETAIL--1995 RATE CASE. Management believes that the incremental cost of performing its obligations under the MDU agreement will be less than the revenues and benefits received by Black Hills Power from the agreement for the entire 10-year term. However, the Company could incur unexpected costs over the 10-year term which would not be recoverable from MDU under the fixed rate agreement. Management believes that the MDU agreement will remain profitable for the 10-year term, but no assurances can be given.
FUTURE WHOLESALE OPPORTUNITIES. Black Hills Power expects to explore all possible avenues to sell any surplus power and energy it may have from time to time. Due to the inability to serve firm power to the east of Black Hills Power's service territory without high-cost AC-DC-AC converter stations because of the incompatibility of the east and west transmission systems, Black Hills Power's opportunities for wholesale sales are restricted to the western system. Black Hills Power maintains two firm interconnections to the western system, one with WAPA's western transmission system at Stegall, Nebraska and one with Pacific Power's transmission system at the Wyodak Plant. These two interconnections give Black Hills Power the potential ability to sell power wholesale to any utility or other entity operating in the western part of the United States if transmission charges are paid. See--COMPETITION IN ELECTRIC UTILITY BUSINESS--TRANSMISSION ACCESS under this Item 1.
Whether transmission limitations exist that would restrict such sales by Black Hills Power is unknown for any particular sale, but Black Hills Power believes that the western transmission system is adequate at this time to accommodate the relatively small sale of wholesale power required for Black Hills Power to sell any surplus resulting from Neil Simpson Unit #2. The revenue received from such a sale would depend on transmission costs, the type of sale Black Hills Power would make (i.e., firm long-term or short-term, capacity sale with minimum energy or base load sale with maximum energy, unit power from Neil Simpson Unit #2 only or system power with reserves), and the competitive market at the time such sale is made. The needs of Black Hills to serve its present retail and wholesale commitments and the regulatory treatment of Neil Simpson Unit #2 will govern the type of power and energy sale Black Hills Power would be able to make.
Wyodak Resources has formed a new subsidiary as a Wyoming corporation, named WYGEN, Inc. to engage in the sole business of selling electric power and energy at wholesale as an exempt wholesale generator. See--EXEMPT WHOLESALE GENERATOR BUSINESS under this Item 1.
ELECTRIC POWER SUPPLY
GENERAL. Black Hills Power owns generation with a nameplate rating totaling 283.21 megawatts. See--UTILITY PROPERTIES under Item 2.
ITEM 3. LEGAL PROCEEDINGS
The Company and its subsidiaries are involved in minor routine administrative proceedings and litigation incidental to the businesses, none of which, in the opinion of management, will have a material effect on the consolidated financial statements of the Company.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of security holders during the fourth quarter of 1994.
EXECUTIVE OFFICERS OF THE COMPANY
The following is a list of all executive officers of the Company. There are no family relationships among them. Officers are normally elected annually.
Daniel P. Landguth, born May 9, 1946, Chairman, President, and Chief Executive Officer of Black Hills Corporation
Mr. Landguth was elected to his present position in January 1991. He had served as President of Black Hills Corporation since October 1989.
Dale E. Clement, born August 1, 1933, Senior Vice President - Finance
Mr. Clement was elected to his present position in September 1989.
Roxann R. Basham, born August 6, 1961, Secretary and Treasurer
Ms. Basham was elected to her present position January 1, 1993. She had served as Assistant Secretary/Treasurer since May 1991 and as Financial Analyst since February 1985.
Gary R. Fish, born August 1, 1958, Controller
Mr. Fish was elected to his present position in August 1988.
Everett E. Hoyt, born August 8, 1939, President and Chief Operating Officer of Black Hills Power
Mr. Hoyt was elected to his present position in October 1989.
Thomas M. Ohlmacher, born September 18, 1951, Vice President - Power Supply
Mr. Ohlmacher was elected to his present position on August 1, 1994. He had served as Director of Power Generation since 1993, Director of Electric Operations since 1991, and Manager of Planning since 1987.
James M. Mattern, born June 26, 1954, Vice President - Administration
Mr. Mattern was elected to his present position on August 1, 1994. He had served as Rapid City Area Manager since January 1994, Director of Human Resources since 1991, and Manager of Human Resources since 1987.
PART II
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The information required by Item 5 is provided in the Annual Report to Shareholders of the Company for the year ended December 31, 1994, on page 32 appended hereto and market price information is shown in Note 13 of "Notes to Consolidated Financial Statements" on page 29 of the Annual Report to Shareholders of the Company for the year ended December 31, 1994, appended hereto.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
The information required by Item 6 is provided under an identical caption in the Annual Report to Shareholders of the Company for the year ended December 31, 1994, on page 29 appended hereto.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
The information required by Item 7 is provided under a similar caption in the Annual Report to Shareholders of the Company for the year ended December 31, 1994, on pages 12 through 18 appended hereto.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by Item 8 is provided under proper captions in the Annual Report to Shareholders of the Company for the year ended December 31, 1994, on pages 20 through 29 appended hereto. Selected quarterly financial data is shown in Note 13 of "Notes to Consolidated Financial Statements" on page 29 of the Annual Report to Shareholders of the Company for the year ended December 31, 1994, appended hereto.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
No change of accountants or disagreements on any matter of accounting principles or practices or financial statement disclosure have occurred.
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information regarding the directors of the Company is incorporated herein by reference to the Proxy Statement for the Annual Shareholders' Meeting to be held May 23, 1995.
For information regarding the executive officers of the Company refer to Part I, Item 4.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
Information regarding management remuneration and transactions is incorporated herein by reference to the Proxy Statement for the Annual Shareholders' Meeting to be held May 23, 1995.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information regarding the security ownership of certain beneficial owners and management is incorporated herein by reference to the Proxy Statement for the Annual Shareholders' Meeting to be held May 23, 1995.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information regarding certain relationships and related transactions is incorporated herein by reference to the Proxy Statement for the Annual Shareholders' Meeting to be held May 23, 1995.
PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) 1. Index to Consolidated Financial Statements
Page Reference*
Report of Independent Public Accountants . . . . . . . 19
Consolidated Statements of Income and Retained Earnings for the three years ended December 31, 1994 . . . . 20
Consolidated Statements of Cash Flows for the three years ended December 31, 1994 . . . . . . 21
Consolidated Balance Sheets at December 31, 1994 and 1993 . . . . . . . . . . . . . . . . . . . . . . 22
Consolidated Statements of Capitalization at December 31, 1994 and 1993 . . . . . . . . . . . . . 23
Notes to Consolidated Financial Statements . . . . .24-29
* Page References are to the incorporated portion of the Annual Report to Shareholders of the Company for the year ended December 31, 1994.
2. Schedules
All schedules have been omitted because of the absence of the conditions under which they are required or because the required information is included elsewhere in the financial statements incorporated by reference in the Form 10-K.
3. Exhibits
*3(a) Restated Articles of Incorporation dated May 24,1994 (Exhibit 3(i) to Form 8-K dated June 7, 1994, File No. 1-7978).
*3(b) Bylaws dated December 10, 1991 (Exhibit 3(a) to Form 10-K for 1991).
*4(a) Reference is made to Article Fourth (7) of the Restated Articles of Incorporation of the Company (Exhibit 3(b) hereto).
*4(b) Indemnification Agreement and Company and Directors' and Officers' indemnification insurance (Exhibit 4(b) to Form 10-K for 1987).
*4(c) Indenture of Mortgage and Deed of Trust, dated September 1, 1941, and as amended by supplemental indentures (Exhibit B to Form A-2, File No. 2-4832); (Exhibit 7-B to Form S-1, File No. 2-6576); (Exhibit 7-C to Form S-1, File No. 2-7695); (Exhibit 7-D to Form S-1, File No. 2-8157); (Exhibit 4.05(e) to Form S-3, File No. 33-54329); (Exhibit 4-I to Form S-1, File No. 2-9433); (Exhibit 4-H to Form S-1, File No. 2-13140); (Exhibit 4-I to Form S-1, File No. 2-14829); (Exhibits 4-J and 4-K to Form S-1, File No. 2-16756); (Exhibits 4-L, 4-M, and 4-N to Form S-1, File No. 2-21024); (Exhibits 2(q), 2(r), 2(s), 2(t), 2(u), and 2(v) to Form S-7, File No. 2-57661); (Exhibit
4.05(t), 4.05(u) and 4.05(v) to Form S-3, File No. 33-54329); (Exhibit 4(b) to Form S-3, File No. 2-81643); (Exhibit 4.05(x), 4.05(y), and 4.05(z) to Form S-3, File No. 33-54329); (Exhibit 4(d) and 4(e) to Post-Effective Amendment No. 1 to Form S-8, File No. 33-15868); (Exhibit 4.05(ac) to Form S-3, File No. 33-54329); and (Exhibit 4.05(ad) to Form S-3, File No. 33-54329).
*10(a) Coal Supply Agreement dated May 12, 1975, between Wyodak Resources Development Corp. and the South Dakota Cement Commission (Exhibit 5(d) to Form S-7, File No. 2-57661). Extension of Coal Supply Agreement dated June 2, 1980, and First Supplement dated February 8, 1983 (Exhibit 10(c) to Form 10-K for 1983). Second Supplement to Extension of Coal Supply Agreement dated June 1, 1985 (Exhibit 10(c) to Form 10-K for 1985). Third Supplement to Extension of Coal Supply Agreement dated July 14, 1986 (Exhibit 10(c) to Form 10-K for 1986). Fourth Supplement to Extension of Coal Supply Agreement dated December 1, 1987 (Exhibit 10(c) to Form 10-K for 1987). Fifth Supplement to Extension of Coal Supply Agreement dated March 12, 1992 (Exhibit 10(a) to Form 10-K for 1992).
*10(b) Agreement for Transmission Service and The Common Use of Transmission Systems dated January 1, 1986, among the Company, Basin Electric Power Cooperative, Rushmore Electric Power Cooperative, Inc., Tri-County Electric Association, Inc., Black Hills Electric Cooperative, Inc., and Butte Electric Cooperative, Inc. (Exhibit 10(d) to Form 10-K for 1987).
*10(c) Restated and Amended Coal Supply Agreement for Neil Simpson Unit #2 dated February 12, 1993 (Exhibit 10(c) to Form 10-K for 1992).
*10(d) Coal Supply Agreement and First Amendment dated September 1, 1977, between the Company and Wyodak Resources Development Corp. (Exhibit 5(g) to Form S-7, File No. 2-60755). Second Amendment to Coal Supply Agreement dated November 2, 1987 (Exhibit 10(f) to Form 10-K for 1987).
*10(e) Coal Lease dated May 1, 1959, between Wyodak Resources Development Corp. and the Federal Government (Exhibit 5(i) to Form S-7, File No. 2-60755). Modified coal lease dated January 22, 1990, between Wyodak Resources Development Corp. and the Federal Government (Exhibit 10(h) to Form 10-K for 1989).
*10(f) Coal Lease dated April 1, 1961, between Wyodak Resources Development Corp. and the Federal Government (Exhibit 5(j) to Form S-7, File No. 2-60755). Modified coal lease dated January 22, 1990, between Wyodak Resources Development Corp. and the Federal Government (Exhibit 10(i) to Form 10-K for 1989).
*10(g) Coal Lease dated October 1, 1965, between Wyodak Resources Development Corp. and the Federal Government, as amended (Exhibit 5(k) to Form S-7, File No. 2-60755). Modified coal lease dated January 22, 1990, between Wyodak Resources Development Corp. and the Federal Government (Exhibit 10(j) to Form 10-K for 1989).
*10(h) Participation Agreement dated May 16, 1978, and various related agreements dated June 8, 1978, including, without limitation, Lease Agreement, Amended and Restated Coal Supply Agreement, Coal Supply System Agreement and Security Agreement, and Real Estate Mortgage (all relating to the lease financing of the Wyodak Plant and the dedication by Wyodak Resources Development Corp. of coal deposits with respect thereto) filed pursuant to item 6(b) of Amendment No. 1 to Registrant's Current Report on Form 8-K for June 1978 and located in Commission File No. 2-4832. Further Restated and Amended Coal Supply Agreement dated May 5, 1987 (Exhibit 10(k) to Form 10-K for 1987).
*10(i) Coal Supply Agreement dated August 24, 1978, between Wyodak Resources Development Corp. and the City of Grand Island, Nebraska (Exhibit 5(l) to Form S-7, File No. 2-64014). Restated and Amended Coal Supply Agreement dated March 4, 1983 (Exhibit 10(l) to Form 10-K for 1983). First Amendment to Restated and Amended Coal Supply Agreement dated October 29, 1987 (Exhibit 10(l) to Form 10-K for 1987).
*10(j) Power Sales Agreement dated December 31, 1983, between Pacific Power & Light Company and the Company (Exhibit 7(b) to Form 8-K for January 1984, File No. 0-0164).
*10(k) Coal Supply Agreement for Wyodak Unit #2 dated February 3, 1983, and Ancillary Agreement dated February 3, 1982, between Wyodak Resources Development Corp. and Pacific Power & Light Company and the Company (Exhibit 10(o) to Form 10-K for 1983). Amendment to Agreement for Coal Supply for Wyodak #2 dated May 5, 1987 (Exhibit 10(o) to Form 10-K for 1987).
*10(l) Coal lease dated February 16, 1983, between Wyodak Resources Development Corp. and the Federal Government (Exhibit 10(p) to Form 10-K for 1983).
*10(m) Coal lease dated September 28, 1983, between Wyodak Resources Development Corp. and the Federal Government (Exhibit 10(q) to Form 10-K for 1983).
*10(n) Indenture of Trust dated as of August 1, 1984, City of Gillette, Campbell County, Wyoming, to Norwest Bank Minneapolis, N.A. as Trustee (Black Hills Power and Light Company Project) (Exhibit 10(r) to Form 10-K for 1984). Indenture of Trust dated as of June 1, 1992, City of Gillette, Campbell County, Wyoming, to Norwest Bank Minnesota, National Association, as Trustee (Black Hills Power and Light Company Project) (Exhibit 10(n) to Form 10-K for 1992).
*10(o) Loan Agreement dated as of August 1, 1984, by and between City of Gillette, Campbell County, Wyoming, and the Company (Exhibit 10(s) to Form 10-K for 1984). Loan Agreement dated as of June 1, 1992, by and between City of Gillette, Campbell County, Wyoming, and the Company (Exhibit 10(o) to Form 10-K for 1992).
*10(p) Loan Agreement dated as of June 1, 1992, by and between Lawrence County, South Dakota and the Company (Exhibit 10(p) to Form 10-K for 1992).
*10(q) Indenture of Trust dated as of June 1, 1992, Lawrence County, South Dakota, to Norwest Bank Minnesota, National Association, as Trustee (Black Hills Power and Light Company Project) (Exhibit 10(q) to Form 10-K for 1992).
*10(r) Loan Agreement dated as of June 1, 1992, by and between Pennington County, South Dakota and the Company (Exhibit 10(r) to form 10-K for 1992).
*10(s) Indenture of Trust dated as of June 1, 1992, Pennington County, South Dakota, to Norwest Bank Minnesota, National Association, as Trustee (Black Hills Power and Light Company Project) (Exhibit 10(s) to Form 10-K for 1992).
*10(t) Loan Agreement dated as of June 1, 1992, by and between Weston County, South Dakota and the Company (Exhibit 10(t) to Form 10-K for 1992).
*10(u) Indenture of Trust dated as of June 1, 1992, Weston County, Wyoming, to Norwest Bank Minnesota, National Association, as Trustee (Black Hills Power and Light Company Project) (Exhibit 10(u) to Form 10-K for 1992).
*10(v) Loan Agreement dated as of June 1, 1992, by and between Campbell County, South Dakota and the Company (Exhibit 10(v) to Form 10-K for 1992).
*10(w) Indenture of Trust dated as of June 1, 1992, Campbell County, Wyoming, to Norwest Bank Minnesota, National Association, as Trustee (Black Hills Power and Light Company Project) (Exhibit 10(w) to Form 10-K for 1992).
*10(x) Restated Electric Power and Energy Supply and Transmission Agreement and Restated Seasonal Non-Firm Power Sale Agreement both dated December 21, 1987, both by and between the Company and the City of Gillette, Wyoming (Exhibit 10(t) to Form 10-K for 1987).
*10(y) Reserve Capacity Integration Agreement dated May 5, 1987, between Pacific Power & Light Company and the Company (Exhibit 10(u) to Form 10-K for 1987).
*10(z) Firm Capacity and Energy Purchase Agreement between Tri-State Generation and Transmission Association, Inc. and the Company dated May 11, 1992 (Exhibit 10(aa) to Form 10-K for 1992).
*10(aa) Firm Capacity and Energy Purchase Agreement between Sunflower Electric Power Cooperative and the Company dated October 11, 1993.
*10(ab) Compensation Plan for Outside Directors (Exhibit 10(bb) to Form 10-K for 1992).
*10(ac) Retirement Plan for Outside Directors dated January 1, 1993 (Exhibit 10(cc) to Form 10-K for 1992).
10(ad) The Amended and Restated Pension Equalization Plan of Black Hills Corporation dated January 27, 1995.
10(ae) Black Hills Corporation 1995 Executive Gainsharing Program.
10(af) Black Hills Corporation 1995 Results Compensation Program.
*10(ag) Pension Plan of Black Hills Corporation as amended and restated effective October 1, 1989. First amendment to the Pension Plan of Black Hills Corporation dated September 25, 1992. Amendment to the Pension Plan of Black Hills Corporation dated December 4, 1992. Amendment to the Pension Plan of Black Hills Corporation dated February 5, 1993 (Exhibit 10(ff) to form 10-K for 1992).
*10(ah) Agreement for Supplemental Pension Benefit for Everett E. Hoyt dated January 20, 1992 (Exhibit 10(gg) to Form 10-K for 1992).
*10(ai) Agreement for Supplemental Pension Benefit for Dale E. Clement dated December 19, 1991 (Exhibit 10(hh) to Form 10-K for 1992).
*10(aj) Power Integration Agreement, dated September 9, 1994, between the Company and Montana-Dakota Utilities Co., a Division of MDU Resources Group, Inc. (Exhibit 10(gg) to Form 8-K dated September 12, 1994, File No. 1-7978).
13 Annual Report to Shareholders of the Registrant for the year ended December 31, 1994.
21 Subsidiaries of the Registrant.
23 Consent of Independent Public Accountants.
27 Financial Data Schedule.
* Exhibits incorporated by reference.
(b) No reports on Form 8-K have been filed in the quarter ended December 31, 1994. (c) See (a) 3. above. (d) See (a) 2. above.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
BLACK HILLS CORPORATION
By DANIEL P. LANDGUTH
Daniel P. Landguth, Chairman,
President, and Chief Executive
Dated: March 15, 1995
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
DANIEL P. LANDGUTH Director and Principal March 15, 1995 Daniel P. Landguth (Chairman, Executive Officer President, and Chief Executive)
DALE E. CLEMENT Director and Principal March 15, 1995 Dale E. Clement (Senior Vice Financial Officer President - Finance)
GARY R. FISH Principal Accounting March 15, 1995 Gary R. Fish (Controller) Officer
GLENN C. BARBER Director March 15, 1995 Glenn C. Barber
BRUCE B. BRUNDAGE Director March 15, 1995 Bruce B. Brundage
MICHAEL B. ENZI Director March 15, 1995 Michael B. Enzi
JOHN R. HOWARD Director March 15, 1995 John R. Howard
EVERETT E. HOYT Director and Officer March 15, 1995 Everett E. Hoyt (President and Chief Operating Officer of Black Hills Power)
KAY S. JORGENSEN Director March 15, 1995 Kay S. Jorgensen
CHARLES T. UNDLIN Director March 15, 1995 Charles T. Undlin
APPENDIX
BLACK HILLS CORPORATION
The following items, appended hereto, are incorporated into the Form 10-K from the 1994 Annual Report to Shareholders:
PART II
Pages
Item 5 Market for Registrant's Common Equity and Related Stockholder Matters 32
Item 6 Selected Financial Data 29
Item 7 Management's Discussion and Analysis of Financial Condition and Results of Operation 12-18
Item 8 Financial Statements and Supplementary Data 20-29
EXHIBIT INDEX
EX-10(ad) The Amended and Restated Pension Equalization Plan of Black Hills Corporation dated January 27, 1995
EX-10(ae) Black Hills Corporation 1995 Executive Gainsharing Program
EX-10(af) Black Hills Corporation 1995 Results Compensation Program
EX-13 Annual Report to Shareholders of the Registrant for the year ended December 31, 1994
EX-21 Subsidiaries of the Registrant
EX-23 Consent of Independent Public Accountants
EX-27 Financial Data Schedule