SEC Info - Black Hills Power Inc - ‘10-Q’ for 9/30/19

Black Hills Power Inc – ‘10-Q’ for 9/30/19

Black Hills Power Inc – ‘10-Q’ for 9/30/19

On: Tuesday, 11/5/19, at 2:13pm ET · For: 9/30/19 · Accession #: 12400-19-12 · File #: 1-07978

Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

‘10-Q’ — Quarterly Report
Document Table of Contents

This is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

On: Tuesday, 11/5/19, at 2:13pm ET · For: 9/30/19 · Accession #: 12400-19-12 · File #: 1-07978

Previous ‘10-Q’: ‘10-Q’ on 8/6/19 for 6/30/19 · Next: ‘10-Q’ on 5/5/20 for 3/31/20 · Latest: ‘10-Q’ on 11/3/20 for 9/30/20

Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34Filing Table of Contents

‘10-Q’ — Quarterly ReportDocument Table of Contents

This is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

‘10-Q’ — Quarterly Report
Document Table of Contents

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  As Of               Filer                 Filing    For·On·As Docs:Size

11/05/19  Black Hills Power Inc             10-Q        9/30/19   57:4.7M

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML    651K 
 2: EX-31.1     Certification -- §302 - SOA'02                      HTML     25K 
 3: EX-31.2     Certification -- §302 - SOA'02                      HTML     25K 
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37: R1          Document and Entity Information Document            HTML     65K 
20: R2          Condensed Statements of Comprehensive Income        HTML     75K 
27: R3          Condensed Statements of Comprehensive Income        HTML     23K 
                (Parenthetical)                                                  
51: R4          Condensed Balance Sheets                            HTML    125K 
34: R5          Condensed Balance Sheets (Parenthetical)            HTML     23K 
17: R6          Condensed Statements of Cash Flows                  HTML     80K 
24: R7          Condensed Statements of Common Stockholder's        HTML     60K 
                Equity                                                           
54: R8          Management's Statement                              HTML     28K 
32: R9          Revenue                                             HTML     49K 
15: R10         Accounts Receivable                                 HTML     29K 
23: R11         Regulatory Accounting                               HTML     57K 
57: R12         Related-Party Transactions                          HTML     75K 
39: R13         Employee Benefit Plans                              HTML     69K 
14: R14         Fair Value of Financial Instruments                 HTML     27K 
22: R15         Supplemental Disclosure of Cash Flow Information    HTML     29K 
56: R16         Commitment and Contingencies                        HTML     19K 
38: R17         Leases                                              HTML     54K 
16: R18         Management's Statement (Policies)                   HTML     55K 
21: R19         Revenue (Tables)                                    HTML     45K 
49: R20         Accounts Receivable (Tables)                        HTML     26K 
41: R21         Regulatory Accounting (Tables)                      HTML     73K 
12: R22         Related-Party Transactions (Tables)                 HTML     78K 
29: R23         Employee Benefit Plans (Tables)                     HTML     71K 
47: R24         Fair Value of Financial Instruments (Tables)        HTML     26K 
40: R25         Supplemental Disclosure of Cash Flow Information    HTML     28K 
                (Tables)                                                         
11: R26         Leases (Tables)                                     HTML     61K 
28: R27         Management Statement (Details)                      HTML     20K 
46: R28         Revenue (Details)                                   HTML     38K 
42: R29         Accounts Receivable (Details)                       HTML     27K 
35: R30         Regulatory Accounting: Regulatory Assets (Details)  HTML     41K 
52: R31         Regulatory Accounting: Regulatory Liabilities       HTML     34K 
                (Details)                                                        
25: R32         Regulatory Accounting: Rate Review (Details)        HTML     37K 
18: R33         Related-Party Transactions (Details)                HTML     89K 
36: R34         Employee Benefit Plans (Details)                    HTML     58K 
53: R35         Fair Value of Financial Instruments (Details)       HTML     26K 
26: R36         Supplemental Disclosure of Cash Flow Information    HTML     35K 
                (Details)                                                        
19: R37         Leases (Details)                                    HTML     21K 
33: R38         Leases: Lease Costs (Details)                       HTML     23K 
55: R39         Leases: Supplemental Balance Sheet Information      HTML     24K 
                (Details)                                                        
45: R40         Leases: Supplemental Cash Flow Information          HTML     21K 
                (Details)                                                        
50: R41         Leases: Weighted Average Information (Details)      HTML     21K 
30: R42         Leases: Future Minimum Payments (Details)           HTML     36K 
48: XML         IDEA XML File -- Filing Summary                      XML     95K 
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13: ZIP         XBRL Zipped Folder -- 0000012400-19-000012-xbrl      Zip    153K

Page	(sequential)	(alphabetic)	↑Top
		Alternative Formats (Word, et al.) Condensed Balance Sheet Condensed Statements of Cash Flows Condensed Statements of Comprehensive Income Condensed Statements of Equity Controls and Procedures Exhibits Financial Statements -- unaudited Glossary of Terms and Abbreviations Legal Proceedings Managements' Discussion and Analysis of Financial Condition and Results of Operations Note 10. Leases Note 1. Management's Statement Note 2. Revenue Note 3. Accounts Receivable Note 4. Regulatory Accounting Note 5. Related-Party Transactions Note 6. Employee Benefit Plans Note 7. Fair Value of Financial Instruments Note 8. Supplemental Disclosure of Cash Flow Information Note 9. Commitments and Contingencies Notes to Condensed Financial Statements Part 1. Financial Information Part Ii. Other Information Signatures Table of Contents Unaudited
1	1st Page – Filing Submission
"	Table of Contents
"	Glossary of Terms and Abbreviations
"	Part 1. Financial Information
"	Financial Statements -- unaudited
"	Condensed Statements of Comprehensive Income
"	Condensed Balance Sheet
"	Condensed Statements of Cash Flows
"	Condensed Statements of Equity
"	Notes to Condensed Financial Statements
"	Note 1. Management's Statement
"	Note 2. Revenue
"	Note 3. Accounts Receivable
"	Note 4. Regulatory Accounting
"	Note 5. Related-Party Transactions
"	Note 6. Employee Benefit Plans
"	Note 7. Fair Value of Financial Instruments
"	Note 8. Supplemental Disclosure of Cash Flow Information
"	Note 9. Commitments and Contingencies
"	Note 10. Leases
"	Managements' Discussion and Analysis of Financial Condition and Results of Operations
"	Controls and Procedures
"	Part Ii. Other Information
"	Legal Proceedings
"	Exhibits
"	Signatures

iX: C: C: C:

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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form i 10-Q



i ☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended	i September 30, 2019
OR
i ☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from __________ to __________.

	Commission File Number	i 1-7978



i Black Hills Power, Inc.
Incorporated in	i South Dakota	IRS Identification Number		i 46-0111677
i 7001 Mount Rushmore Road	i Rapid City		i South Dakota	i 57702

Registrant’s telephone number		i (605)	i 721-1700
Former name, former address, and former fiscal year if changed since last report
NONE

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.



i Yes	x	No o

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).



i Yes	x	No o

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.



Large Accelerated Filer	o		Accelerated Filer	o

i Non-accelerated Filer	x	(Do not check if a smaller reporting company)

			Smaller Reporting Company	i ☐

			Emerging Growth Company	i ☐

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).



Yes	i ☐	No x



Securities registered pursuant to Section 12(b) of the Act: None

As of October 31, 2019, there were issued and outstanding i 23,416,396 shares of the Registrant’s common stock, $1.00 par value, all of which were held beneficially and of record by Black Hills Corporation.

Reduced Disclosure

The Registrant meets the conditions set forth in General Instruction H (1) (a) and (b) of Form 10-Q and is therefore filing this Form 10-Q with the reduced disclosure format.

Table of Contents

TABLE OF CONTENTS



		Page
Glossary of Terms and Abbreviations		3

PART 1. FINANCIAL INFORMATION

Item 1.	Financial Statements - unaudited	4
	Condensed Statements of Comprehensive Income	4
	Condensed Balance Sheet	5
	Condensed Statements of Cash Flows	7
	Condensed Statements of Equity	8
	Notes to Condensed Financial Statements	9
	Note 1. Management’s Statement	9
	Note 2. Revenue	10
	Note 3. Accounts Receivable	10
	Note 4. Regulatory Accounting	11
	Note 5. Related-Party Transactions	12
	Note 6. Employee Benefit Plans	13
	Note 7. Fair Value of Financial Instruments	15
	Note 8. Supplemental Disclosure of Cash Flow Information	15
	Note 9. Commitments and Contingencies	15
	Note 10. Leases	15
Item 2.	Managements’ Discussion and Analysis of Financial Condition and Results of Operations	17
Item 4.	Controls and Procedures	21

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	22
Item 6.	Exhibits	22

Signatures		23

Table of Contents

GLOSSARY OF TERMS AND ABBREVIATIONS

The following terms and abbreviations appear in the text of this report and have the definitions described below:



AFUDC	Allowance for Funds Used During Construction
ASC	Accounting Standards Codification
ASU	Accounting Standards Update issued by the FASB
BHC	Black Hills Corporation; the Parent Company
Black Hills Energy	The name used to conduct the business of BHC utility companies
Black Hills Service Company	Black Hills Service Company, LLC, a direct, wholly-owned subsidiary of BHC
Cheyenne Light	Cheyenne Light, Fuel and Power Company, a direct, wholly-owned subsidiary of Black Hills Corporation (doing business as Black Hills Energy and providing electric service)
Cooling degree day (CDD)	A cooling degree day is equivalent to each degree that the average of the high and low temperature for a day is above 65 degrees. The warmer the climate, the greater the number of cooling degree days. Cooling degree days are used in the utility industry to measure the relative warmth of weather and to compare relative temperatures between one geographic area and another. Normal degree days are based on the National Weather Service data for selected locations.
CPCN	Certificate of Public Convenience and Necessity
FASB	Financial Accounting Standards Board
FERC	United States Federal Energy Regulatory Commission
Fitch	Fitch Ratings
GAAP	Accounting principles generally accepted in the United States of America
Happy Jack	Happy Jack Wind Farms, LLC, a subsidiary of Duke Energy Generation Services
Heating degree day (HDD)	A heating degree day is equivalent to each degree that the average of the high and the low temperatures for a day is below 65 degrees. The colder the climate, the greater the number of heating degree days. Heating degree days are used in the utility industry to measure the relative coldness of weather and to compare relative temperatures between one geographic area and another. Normal degree days are based on the National Weather Service data for selected locations.
Horizon Point	BHC Corporate headquarters building in Rapid City, South Dakota, which was completed in 2017.
LIBOR	London Interbank Offered Rate
Moody’s	Moody’s Investors Service, Inc.
MW	Megawatts
MWh	Megawatt-hours
Parent	Black Hills Corporation
SDPUC	South Dakota Public Utilities Commission
SEC	U. S. Securities and Exchange Commission
Silver Sage	Silver Sage Windpower, LLC, a subsidiary of Duke Energy Generation Services
South Dakota Electric	Black Hills Power, which includes operations in South Dakota, Wyoming and Montana
S&P	Standard & Poor’s, a division of The McGraw-Hill Companies, Inc.
TCJA	Tax Cuts and Jobs Act enacted December 22, 2017
WPSC	Wyoming Public Service Commission
WRDC	Wyodak Resources Development Corp., an indirect, wholly-owned subsidiary of BHC
Wygen III	110 MW mine-mouth coal-fired power plant in which BHP owns a 52% interest, MDU owns a 25% interest and the City of Gillette owns the remaining 23% interest. BHP operates the plant.
Wyodak Plant	Wyodak, a 362 MW mine-mouth coal-fired plant in Gillette, Wyoming, owned 80% by Pacificorp and 20% by South Dakota Electric. Our WRDC mine supplies all of the fuel for the plant.
Wyoming Electric	Includes Cheyenne Light’s electric utility operations

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BLACK HILLS POWER, INC.

CONDENSED STATEMENTS OF COMPREHENSIVE INCOME

Three Months Ended September 30,

Nine Months Ended September 30,

(unaudited)

2019

2018

2019

2018

(in thousands)

Revenue

i 77,022

i 78,067

i 225,309

i 222,558

Operating expenses:

Fuel and purchased power

i 21,805

i 25,207

i 62,919

i 68,400

Operations and maintenance

i 20,885

i 19,851

i 61,570

i 57,430

Depreciation and amortization

i 10,328

i 9,950

i 30,762

i 29,700

Taxes - property

i 2,000

i 1,631

i 6,102

i 5,741

Total operating expenses

i 55,018

i 56,639

i 161,353

i 161,271

Operating income

i 22,004

i 21,428

i 63,956

i 61,287

Other income (expense):

Interest charges -

Interest expense incurred (including amortization of debt issuance costs, premiums, and discounts)

( i 6,101

)

( i 5,632

)

( i 17,807

)

( i 16,873

)

Allowance for funds used during construction - borrowed

i 456

i 199

i 1,166

i 399

Interest income

i 316

i 250

i 603

i 488

Other income (expense), net

i 112

( i 247

)

i 28

( i 606

)

Total other income (expense), net

( i 5,217

)

( i 5,430

)

( i 16,010

)

( i 16,592

)

Income before income taxes

i 16,787

i 15,998

i 47,946

i 44,695

Income tax expense

( i 3,044

)

( i 2,681

)

( i 8,558

)

( i 8,493

)

Net income

i 13,743

i 13,317

i 39,388

i 36,202

Other comprehensive income (loss), net of tax:

Reclassification of net realized (gains) losses on settled/amortized interest rate swaps (net of tax of $(3), $(6), $(10) and $(17), respectively)

i 13

i 10

i 38

i 31

Reclassification adjustment of benefit plan liability - net gain (loss) (net of tax of $(3), $(9), $(10) and $(27), respectively)

i 12

i 17

i 38

i 51

Other comprehensive income (loss), net of tax

i 25

i 27

i 76

i 82

Comprehensive income

i 13,768

i 13,344

i 39,464

i 36,284

The accompanying Notes to Condensed Financial Statements are an integral part of these Condensed Financial Statements.

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BLACK HILLS POWER, INC.

CONDENSED BALANCE SHEETS



	As of
(unaudited)	September 30, 2019			December 31, 2018
	(in thousands)
ASSETS
Current assets:
Cash	$	i 5		$	i 112
Accounts receivable, net	i 24,154			i 28,431
Accounts receivable from affiliates	i 6,721			i 8,119
Materials, supplies and fuel	i 26,190			i 24,853
Regulatory assets, current	i 20,555			i 19,052
Other current assets	i 4,296			i 4,538
Total current assets	i 81,921			i 85,105

Investments	i 4,860			i 4,889

Property, plant and equipment	i 1,454,337			i 1,381,045
Less: accumulated depreciation and amortization	( i 393,013		)	( i 376,160		)
Total property, plant and equipment, net	i 1,061,324			i 1,004,885

Other assets:
Regulatory assets, non-current	i 54,234			i 56,680
Other assets, non-current	i 24,006			i 9,729
Total other assets, non-current	i 78,240			i 66,409

TOTAL ASSETS	$	i 1,226,345		$	i 1,161,288

The accompanying Notes to Condensed Financial Statements are an integral part of these Condensed Financial Statements.

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BLACK HILLS POWER, INC.

CONDENSED BALANCE SHEETS

(Continued)



	As of
(unaudited)	September 30, 2019			December 31, 2018
	(in thousands, except share amounts)
LIABILITIES AND STOCKHOLDER’S EQUITY
Current liabilities:
Accounts payable	$	i 17,492		$	i 25,122
Accounts payable to affiliates	i 26,648			i 25,804
Accrued liabilities	i 45,223			i 34,193
Money pool notes payable	i 17,370			i 38,690
Notes payable to Parent	i 25,000			i —
Regulatory liabilities, current	i 2,821			i 2,574
Total current liabilities	i 134,554			i 126,383

Long-term debt	i 340,141			i 340,035

Deferred credits and other liabilities:
Deferred income tax liabilities, net	i 116,965			i 114,009
Regulatory liabilities, non-current	i 162,821			i 160,642
Benefit plan liabilities	i 12,823			i 14,606
Other deferred credits and other liabilities	i 15,337			i 1,368
Total deferred credits and other liabilities	i 307,946			i 290,625

Commitments and contingencies (Notes 5, 6 and 9)	i			i

Stockholder’s equity:
Common stock $1 par value; 50,000,000 shares authorized; 23,416,396 shares issued	i 23,416			i 23,416
Additional paid-in capital	i 39,575			i 39,575
Retained earnings	i 381,528			i 342,145
Accumulated other comprehensive loss	( i 815		)	( i 891		)
Total stockholder’s equity	i 443,704			i 404,245

TOTAL LIABILITIES AND STOCKHOLDER’S EQUITY	$	i 1,226,345		$	i 1,161,288

The accompanying Notes to Condensed Financial Statements are an integral part of these Condensed Financial Statements.

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BLACK HILLS POWER, INC.

CONDENSED STATEMENTS OF CASH FLOWS



(unaudited)	Nine Months Ended September 30,
	2019			2018
	(in thousands)
Operating activities:
Net income	$	i 39,388		$	i 36,202
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	i 30,762			i 29,700
Deferred income tax	i 951			i 4,619
Employee benefits	i 584			i 1,139
Other adjustments, net	i 2,559			i 2,123
Change in operating assets and liabilities:
Accounts receivable and other current assets	i 4,290			i 224
Accounts payable and other current liabilities	i 9,370			i 2,337
Regulatory assets - current	( i 2,306		)	i 2,004
Regulatory liabilities - current	i 298			i 8,224
Contributions to defined benefit pension plan	( i 1,753		)	( i 1,795		)
Other operating activities, net	( i 667		)	( i 1,400		)
Net cash provided by (used in) operating activities	i 83,476			i 83,377

Investing activities:
Property, plant and equipment additions	( i 86,395		)	( i 47,527		)
Proceeds from sale of assets	i —			i 4,994
Other investing activities	( i 868		)	( i 5,338		)
Net cash provided by (used in) investing activities	( i 87,263		)	( i 47,871		)

Financing activities:
Change in money pool notes payable, net	( i 21,320		)	( i 35,509		)
Notes payable to Parent	i 25,000			i —
Net cash provided by (used in) financing activities	i 3,680			( i 35,509		)

Net change in cash	( i 107		)	( i 3		)

Cash, beginning of period	i 112			i 16
Cash, end of period	$	i 5		$	i 13

See Note 8 for supplemental cash flow information.

The accompanying Notes to Condensed Financial Statements are an integral part of these Condensed Financial Statements.

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BLACK HILLS POWER, INC.

CONDENSED STATEMENTS OF COMMON STOCKHOLDER’S EQUITY

(unaudited)

Common Stock

(in thousands, except share amounts)

Value

Additional Paid in Capital

Retained Earnings

AOCI

Total

December 31, 2018

i 23,416,396

i 23,416

i 39,575

i 342,145

( i 891

)

i 404,245

Net income (loss) available for common stock

—

i 15,497

—

i 15,497

Other comprehensive income (loss), net of tax

—

i 12

Cumulative effect of ASC 842 implementation

—

( i 7

)

—

( i 7

)

Other adjustments

—

i 1

—

i 1

March 31, 2019

i 23,416,396

i 23,416

i 39,575

i 357,636

( i 879

)

i 419,748

Net income (loss) available for common stock

—

i 10,148

—

i 10,148

Other comprehensive income (loss), net of tax

—

i 39

Other adjustments

—

i 1

—

i 1

June 30, 2019

i 23,416,396

i 23,416

i 39,575

i 367,785

( i 840

)

i 429,936

Net income (loss) available for common stock

—

i 13,743

—

i 13,743

Other comprehensive income (loss), net of tax

—

i 25

September 30, 2019

i 23,416,396

i 23,416

i 39,575

i 381,528

( i 815

)

i 443,704

Common Stock

(in thousands except share amounts)

Value

Additional Paid in Capital

Retained Earnings

AOCI

Total

December 31, 2017

i 23,416,396

i 23,416

i 39,575

i 332,499

( i 1,258

)

i 394,232

Net income (loss) available for common stock

—

i 11,760

—

i 11,760

Other comprehensive income (loss), net of tax

—

i 27

Dividend to Parent company

—

( i 16,000

)

—

( i 16,000

)

Other adjustments

—

i 1

—

i 1

March 31, 2018

i 23,416,396

i 23,416

i 39,575

i 328,260

( i 1,231

)

i 390,020

Net income (loss) available for common stock

—

i 11,125

—

i 11,125

Other comprehensive income (loss), net of tax

—

i 28

Dividend to Parent company

—

( i 10,000

)

—

( i 10,000

)

June 30, 2018

i 23,416,396

i 23,416

i 39,575

i 329,385

( i 1,203

)

i 391,173

Net income (loss) available for common stock

—

i 13,317

—

i 13,317

Other comprehensive income (loss), net of tax

—

i 27

Dividend to Parent company

—

( i 10,000

)

—

( i 10,000

)

Other adjustments

—

i 1

—

i 1

September 30, 2018

i 23,416,396

i 23,416

i 39,575

i 332,703

( i 1,176

)

i 394,518

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BLACK HILLS POWER, INC.

Notes to Condensed Financial Statements

(unaudited)

(Reference is made to Notes to Financial Statements

included in our 2018 Annual Report on Form 10-K)

(1) i MANAGEMENT’S STATEMENT

The unaudited condensed financial statements included herein have been prepared by Black Hills Power, Inc. (the “Company”, “we”, “us”, or “our”), pursuant to the rules and regulations of the SEC. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations; however, we believe that the footnotes adequately disclose the information presented. These condensed financial statements should be read in conjunction with the financial statements and the notes thereto, included in our 2018 Annual Report on Form 10-K filed with the SEC.

The information furnished in the accompanying condensed financial statements reflects certain estimates required and all adjustments, including accruals, which are, in the opinion of management, necessary for a fair presentation of the September 30, 2019, December 31, 2018 and September 30, 2018 financial information and are of a normal recurring nature. The results of operations for the three and nine months ended September 30, 2019 and September 30, 2018, and our financial condition as of September 30, 2019 and December 31, 2018 are not necessarily indicative of the results of operations and financial condition to be expected as of or for any other period.

Recently Issued Accounting Standards

Financial Instruments -- Credit Losses: Measurement of Credit Losses on Financial Instruments, ASU 2018-19

In June 2016, the FASB issued ASU 2016-13, Financial Instruments -- Credit Losses: Measurement of Credit Losses on Financial Instruments, which was subsequently amended by ASU 2018-19 in November 2018. The standard introduces new accounting guidance for credit losses on financial instruments within its scope, including trade receivables. This new guidance adds an impairment model that is based on expected losses rather than incurred losses. It is effective for interim and annual reporting periods beginning after December 15, 2019, and will be applied on a modified-retrospective basis through a cumulative-effect adjustment to retained earnings as of January 1, 2020. We do not anticipate the adoption of this guidance to have a material impact on our financial position, results of operations or cash flows.

Recently Adopted Accounting Standards

Leases, ASU 2016-02

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) to increase transparency and comparability among organizations by requiring the recognition of right-of-use assets and lease liabilities on the balance sheet for most leases, whereas previously only financing-type lease liabilities (capital leases) were recognized on the balance sheet. Under the new standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing and uncertainty of cash flows arising from leases.

We adopted the standard effective January 1, 2019. We elected the option to not recast comparative periods presented with transitioning to the new lease standard and will report these comparative periods as presented under previous lease guidance. In addition, we elected the package of practical expedients permitted under the transition guidance with the new standard, which among other things, allowed us to carry forward the historical lease classification. We also elected the practical expedient related to land easements, allowing us to carry forward our accounting treatment of existing land easement agreements.

Adoption of the new standard resulted in the recording of an operating lease right-of-use asset and an off-setting operating lease obligation liability of $ i 14 million as of January 1, 2019. The lease standard did not materially impact our net earnings and had no impact on cash flows.

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(2) i REVENUE

Revenue Recognition

As of January 1, 2018, we adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606), and its related amendments (collectively known as ASC 606). Revenue is recognized in an amount that reflects the consideration we expect to receive in exchange for goods or services, when control of the promised goods or services is transferred to our customers. The following table depicts the disaggregation of revenue, from contracts with customers by customer type and timing of revenue recognition for the three and nine months ended September 30, 2019 and 2018. Sales tax and other similar taxes are excluded from revenues.

Three Months Ended September 30, 2019

Three Months Ended September 30, 2018

Nine Months Ended September 30, 2019

Nine Months Ended September 30, 2018

(in thousands)

Customer types:

Retail

i 51,056

i 49,874

i 150,941

i 147,040

Wholesale

i 7,918

i 8,255

i 23,041

i 25,496

Market - off-system sales

i 5,122

i 7,625

i 12,185

i 13,349

Transmission/Other

i 12,798

i 12,183

i 38,712

i 36,273

Revenue from contracts with customers

i 76,894

i 77,937

i 224,879

i 222,158

Other revenues

i 128

i 130

i 430

i 400

Total revenues

i 77,022

i 78,067

i 225,309

i 222,558

Timing of revenue recognition:

Services transferred over time

i 76,894

i 77,937

i 224,879

i 222,158

Revenue from contracts with customers

i 76,894

i 77,937

i 224,879

i 222,158

Contract Balances

The nature of our primary revenue contracts provides an unconditional right to consideration upon service delivery; therefore, no customer contract assets or liabilities exist. The unconditional right to consideration is represented by the balance in our Accounts receivable and is further discussed in Note 3. We do not typically incur costs that would be capitalized to obtain or fulfill a revenue contract.


(3)	i ACCOUNTS RECEIVABLE

Following is a summary of Accounts receivable, net included in the accompanying Condensed Balance Sheets (in thousands) as of:



	September 30, 2019			December 31, 2018
Accounts receivable, trade	$	i 14,367		$	i 16,236
Unbilled revenues	i 9,894			i 12,333
Less allowance for doubtful accounts	( i 107		)	( i 138		)
Accounts receivable, net	$	i 24,154		$	i 28,431

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(4)	i REGULATORY ACCOUNTING

Our regulated electric operations are subject to regulation by various state and federal agencies. The accounting policies followed are generally subject to the Uniform System of Accounts of the FERC.

Our regulatory assets and liabilities were as follows (in thousands) as of:



	September 30, 2019			December 31, 2018
Regulatory assets:
Loss on reacquired debt ^(a)	$	i 1,056		$	i 1,259
Deferred taxes on AFUDC ^(b)	i 4,946			i 5,020
Employee benefit plans and related deferred taxes ^(c)	i 19,935			i 19,868
Deferred energy and fuel cost adjustments^(b)	i 22,270			i 20,334
Deferred taxes on flow through accounting^(c)	i 9,392			i 8,749
Decommissioning costs ^(a)	i 6,654			i 8,196
Vegetation management ^(a)	i 8,638			i 10,366
Other regulatory assets ^(a)	i 1,898			i 1,940
Total regulatory assets	$	i 74,789		$	i 75,732
Less current regulatory assets	( i 20,555		)	( i 19,052		)
Regulatory assets, non-current	$	i 54,234		$	i 56,680



Regulatory liabilities:
Cost of removal for utility plant ^(a)	$	i 56,113		$	i 52,366
Employee benefit plan costs and related deferred taxes ^(c)	i 7,518			i 7,518
Excess deferred income taxes ^(c)	i 98,858			i 100,276
TCJA revenue reserve	i 2,821			i 2,523
Other regulatory liabilities^(c)	i 332			i 533
Total regulatory liabilities	$	i 165,642		$	i 163,216
Less current regulatory liabilities	( i 2,821		)	( i 2,574		)
Regulatory liabilities, non-current	$	i 162,821		$	i 160,642

____________________


(a)	We are allowed a recovery of costs, but we are not allowed a rate of return.


(b)	In addition to recovery of costs, we are allowed a rate of return.


(c)	In addition to recovery or repayment of costs, we are allowed a return on a portion of this amount or a reduction in rate base.

/ /

Regulatory Matters

There have been no significant changes to our Regulatory Matters from those previously disclosed in Note 1 of the Notes to the Financial Statements in our 2018 Annual Report on Form 10-K except as reported below.

Renewable Ready Service Tariffs and Corriedale Wind Energy Project

South Dakota Electric and Wyoming Electric received approvals for the Renewable Ready Service Tariffs and related jointly-filed CPCN to construct the $ i 57 million, i 40 MW Corriedale Wind Energy Project. The wind project will be jointly owned by the i two electric utilities to deliver renewable energy for large commercial, industrial and governmental agency customers. The project is expected to be in service by the end of 2020. In September 2019, the customer subscription period was completed with customer interest fulfilling the i 40 MW of available energy. On November 1, 2019, South Dakota Electric filed with the SDPUC an amendment seeking approval to increase the generating capacity under the tariff for the South Dakota portion by i 12.5 MW to a total of i 32.5 MW.

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(5)	i RELATED-PARTY TRANSACTIONS

Dividend to Parent

We did not record any dividends for the nine months ended September 30, 2019. We recorded non-cash dividends to our Parent of $ i 36 million and decreased the utility Money pool note receivable by $ i 36 million for the nine months ended September 30, 2018.

Receivables and Payables

We have accounts receivable and accounts payable balances related to transactions with other BHC subsidiaries. i The balances were as follows (in thousands) as of:



	September 30, 2019		December 31, 2018
Accounts receivable from affiliates	$	i 6,721	$	i 8,119
Accounts payable to affiliates	$	i 26,648	$	i 25,804

Money Pool Notes Receivable and Notes Payable

We participate in the Utility Money Pool Agreement (the Agreement). Under the Agreement, we may borrow from the pool; however the Agreement restricts the pool from loaning funds to BHC or to any of BHC’s non-utility subsidiaries. The Agreement does not restrict us from paying dividends to BHC. Borrowings under the Agreement bear interest at the weighted average daily cost of our parent company’s external borrowings as defined under the Agreement, or if there are no external funds outstanding on that date, then the rate will be the daily one-month LIBOR plus i 1.0%. At September 30, 2019, the average cost of borrowing under the Utility Money Pool was i 2.57%.

We had the following balances with the Utility Money Pool (in thousands) as of:

Our net interest income (expense) relating to balances with the Utility Money Pool was as follows (in thousands):



	Three Months Ended September 30,						Nine Months Ended September 30,
	2019			2018			2019			2018
Net interest income (expense)	$	( i 111	)	$	( i 75	)	$	( i 582	)	$	( i 207	)

Notes payable to Parent

(a) Note bears interest at i 4.51%, expires December 31, 2019, and is eligible for annual renewal. Interest payable related to this note was $ i 0.2 million as of September 30, 2019.

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Other related party activity was as follows (in thousands):



	Three Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019		2018
Revenue:
Energy sold to Cheyenne Light	$	i 326	$	i 311	$	i 1,240	$	i 1,515
Rent from electric properties	$	i 896	$	i 908	$	i 2,687	$	i 3,025
Horizon Point shared facility revenues	$	i 3,007	$	i 2,826	$	i 9,020	$	i 8,078

Fuel and purchased power:
Purchases of coal from WRDC	$	i 4,368	$	i 4,161	$	i 12,241	$	i 12,477
Purchase of excess energy from Cheyenne Light	$	i 239	$	i 193	$	i 412	$	i 361
Purchase of renewable wind energy from Cheyenne Light - Happy Jack	$	i 316	$	i 262	$	i 1,193	$	i 1,284
Purchase of renewable wind energy from Cheyenne Light - Silver Sage	$	i 607	$	i 582	$	i 2,201	$	i 2,371
Gas transportation service agreement with Cheyenne Light for firm and interruptible gas transportation	$	i 76	$	i 96	$	i 227	$	i 288

Operations and maintenance:
Corporate support services and fees from Black Hills Service Company	$	i 9,291	$	i 9,836	$	i 28,933	$	i 25,046
Wygen III ground lease with WRDC	$	i 247	$	i 241	$	i 740	$	i 722


(6)	i EMPLOYEE BENEFIT PLANS

The components of net periodic benefit cost for the Defined Benefit Pension Plan were as follows (in thousands):

Three Months Ended September 30,

Nine Months Ended September 30,

2019

2018

2019

2018

Service cost

i 91

i 129

i 274

i 387

Interest cost

i 603

i 548

i 1,808

i 1,645

Expected return on plan assets

( i 851

)

( i 887

)

( i 2,554

)

( i 2,660

)

Prior service cost

i 3

i 11

i 8

i 33

Net loss (gain)

i 305

i 516

i 915

i 1,548

Net periodic benefit cost

i 151

i 317

i 451

i 953

Defined Benefit Postretirement Healthcare Plan

The components of net periodic benefit cost for the Defined Benefit Postretirement Healthcare Plan were as follows (in thousands):



	Three Months Ended September 30,						Nine Months Ended September 30,
	2019			2018			2019			2018
Service cost	$	i 38		$	i 48		$	i 112		$	i 145
Interest cost	i 46			i 45			i 139			i 134
Prior service cost (benefit)	( i 84		)	( i 84		)	( i 252		)	( i 252		)
Net periodic benefit cost	$	i —		$	i 9		$	( i 1	)	$	i 27

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Supplemental Non-qualified Defined Benefit Plans

The components of net periodic benefit cost for the Supplemental Non-qualified Defined Benefit Plans were as follows (in thousands):



	Three Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019		2018
Interest cost	$	i 29	$	i 27	$	i 86	$	i 81
Net loss (gain)	i 15		i 26		i 48		i 78
Net periodic benefit cost	$	i 44	$	i 53	$	i 134	$	i 159

Contributions

Contributions to the Defined Benefit Pension Plan are cash contributions made directly to the Pension Plan Trust account. Contributions to the Postretirement Healthcare and Supplemental Plans are made in the form of benefit payments. i Contributions made for 2019 and anticipated contributions for 2019 and 2020 are as follows (in thousands):



	Contributions		Remaining Anticipated Contributions for		Anticipated Contributions for
	Nine Months Ended September 30, 2019		2019		2020
Defined Benefit Pension Plan	$	i 1,753	$	i —	$	i 1,720
Defined Benefit Postretirement Healthcare Plan	$	i 350	$	i 117	$	i 477
Supplemental Non-qualified Defined Benefit Plans	$	i 173	$	i 58	$	i 217

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(7)	i FAIR VALUE OF FINANCIAL INSTRUMENTS

Financial instruments for which the carrying amount did not equal the fair value were as follows (in thousands) as of:

September 30, 2019

December 31, 2018

Carrying Amount

Fair Value

Carrying Amount

Fair Value

Long-term debt, including current maturities ^{(a) (b)}

i 340,141

i 467,040

i 340,035

i 412,894

_________________


(a)	Long-term debt is valued based on observable inputs available either directly or indirectly for similar liabilities in active markets and therefore is classified in Level 2 in the fair value hierarchy.


(b)	Carrying amount of long-term debt is net of deferred financing costs.


(8)	i SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION



	Nine Months Ended September 30,
	2019			2018
	(in thousands)
Non-cash investing and financing activities -
Property, plant and equipment acquired with accrued liabilities	$	i 8,858		$	i 10,540
Non-cash (decrease) to money pool notes receivable, net	$	i —		$	( i 36,000	)
Non-cash dividend to Parent	$	i —		$	i 36,000

Cash (paid) refunded during the period for -
Interest (net of amounts capitalized)	$	( i 14,946	)	$	( i 14,104	)


(9)	i COMMITMENTS AND CONTINGENCIES

There have been no significant changes to commitments and contingencies from those previously disclosed in Note 11 of our Notes to the Financial Statements in our 2018 Annual Report on Form 10-K.


(10)	i LEASES

We have a ground lease for the Wygen III generating facility with an affiliate and communication tower site and operation center facility leases with third parties. Our leases have remaining terms ranging from less than i one year to i 31 years.

The components of lease expense were as follows (in thousands):



	Income Statement Location	Three Months Ended September 30, 2019		Nine Months Ended September 30, 2019
Operating lease cost	Operations and maintenance	$	i 227	$	i 683
Variable lease cost	Operations and maintenance	i 39		i 121
Total lease cost		$	i 266	$	i 804

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Supplemental balance sheet information related to leases was as follows (in thousands):



	Balance Sheet Location	As of September 30, 2019
Assets:
Operating lease assets	Other assets, non-current	$	i 14,171
Total lease assets		$	i 14,171

Liabilities:
Current:
Operating leases	Accrued liabilities	$	i 198

Noncurrent:
Operating leases	Other deferred credits and other liabilities	i 13,993
Total lease liabilities		$	i 14,191

Supplemental cash flow information related to leases was as follows (in thousands):



	Nine Months Ended September 30, 2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	i 676
Right-of-use assets obtained in exchange for lease obligations:
Operating leases	$	i —



	As of September 30, 2019
Weighted average remaining lease term (years):
Operating leases	i 30 years

Weighted average discount rate:
Operating leases	i 4.4	%

Scheduled maturities of operating lease liabilities for future years were as follows (in thousands):



	Total
2019 ^(a)	$	i 231
2020	i 856
2021	i 856
2022	i 856
2023	i 853
Thereafter	i 21,947
Total lease payments	$	i 25,599
Less imputed interest	i 11,408
Present value of lease liabilities	$	i 14,191


(a)	Includes lease obligations for the remaining three months of 2019.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

Amounts are presented on a pre-tax basis unless otherwise indicated.

Minor differences in amounts may result due to rounding.

Significant Events

On October 15, 2019, Moody’s affirmed South Dakota Electric’s credit rating at A1.

On September 17, 2019, South Dakota Electric completed construction on the final 94-mile segment of a 175-mile electric transmission line from Rapid City, South Dakota, to Stegall, Nebraska. The first 48-mile segment was placed in service on July 25, 2018, and the second 33-mile segment was placed in service on November 20, 2018.

On August 29, 2019, Fitch affirmed South Dakota Electric’s credit rating at A.

South Dakota Electric and Wyoming Electric received approvals for the Renewable Ready Service Tariffs and related jointly-filed CPCN to construct the $57 million, 40-megawatt Corriedale Wind Energy Project. The wind project will be jointly owned by the two electric utilities to deliver renewable energy for large commercial, industrial and governmental agency customers. The project is expected to be in service by the end of 2020. In September 2019, the customer subscription period was completed with customer interest fulfilling the 40 MW of available energy. On November 1, 2019, South Dakota Electric filed with the SDPUC an amendment seeking approval to increase the generating capacity under the tariff for the South Dakota portion by 12.5 MW to a total of 32.5 MW.

On April 30, 2019, S&P affirmed South Dakota Electric’s credit rating at A.

Results of Operations

The following discussion includes financial information prepared in accordance with GAAP, as well as another financial measure, gross margin, that is considered a “non-GAAP financial measure.” Generally, a non-GAAP financial measure is a numerical measure of a company’s financial performance, financial position or cash flows that excludes (or includes) amounts that are included in (or excluded from) the most directly comparable measure calculated and presented in accordance with GAAP. Gross margin (revenue less cost of sales) is a non-GAAP financial measure due to the exclusion of depreciation and amortization from the measure. The presentation of gross margin is intended to supplement investors’ understanding of our operating performance.

Gross margin is calculated as operating revenue less cost of fuel and purchased power. Our gross margin is impacted by the fluctuations in purchased power, natural gas and other fuel supply costs. However, while these fluctuating costs impact gross margin as a percentage of revenue, they only impact total gross margin if the costs cannot be passed through to our customers.

Our gross margin measure may not be comparable to other companies’ gross margin measure. Furthermore, this measure is not intended to replace operating income as determined in accordance with GAAP as an indicator of operating performance.

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The following tables provide certain financial information and operating statistics:



	Three Months Ended September 30,									Nine Months Ended September 30,
	2019			2018			Variance			2019			2018			Variance
	(in thousands)
Revenue	$	77,022		$	78,067		$	(1,045	)	$	225,309		$	222,558		$	2,751
Fuel and purchased power	21,805			25,207			(3,402		)	62,919			68,400			(5,481		)
Gross margin (non-GAAP)	55,217			52,860			2,357			162,390			154,158			8,232

Operating expenses	33,213			31,432			1,781			98,434			92,871			5,563
Operating income	22,004			21,428			576			63,956			61,287			2,669

Interest income (expense), net	(5,329		)	(5,183		)	(146		)	(16,038		)	(15,986		)	(52		)
Other income (expense), net	112			(247		)	359			28			(606		)	634
Income tax expense	(3,044		)	(2,681		)	(363		)	(8,558		)	(8,493		)	(65		)
Net income	$	13,743		$	13,317		$	426		$	39,388		$	36,202		$	3,186

Nine Months Ended September 30, 2019 Compared to Nine Months Ended September 30, 2018. Net income was $39 million compared to $36 million for the same period in the prior year primarily due to the following:

Gross margin increased primarily due to a $4.9 million reduction in the power capacity charges and increased rider revenues of $2.5 million related to transmission investment recovery. Increased industrial usage (partially due to a prior year customer outage), customer growth, and favorable weather comprised the remainder of the increase.

Operating expenses increased primarily due to higher outside services expenses, higher depreciation due to a higher asset base driven by prior and current year capital expenditures, and higher employee costs partially offset by a decrease in expenses due to generation outages.



	Electric Revenue by Customer Type
	Three Months Ended September 30,					Nine Months Ended September 30,
	(in thousands)
	2019		Percentage Change	2018		2019		Percentage Change	2018
Residential	$	17,215	(4)%	$	17,971	$	53,975	(3)%	$	55,458
Commercial	24,430		(5)%	25,601		69,705		(4)%	72,683
Industrial	8,853		15%	7,685		25,786		7%	24,131
Municipal	896		(11)%	1,005		2,453		(9)%	2,692
Total retail revenue	51,394		(2)%	52,262		151,919		(2)%	154,964
Wholesale ^(a)	7,917		(4)%	8,255		23,040		(10)%	25,496
Market - off-system sales ^(b)	5,122		(33)%	7,625		12,185		(9)%	13,349
Other revenue ^(c)	12,589		27%	9,925		38,165		33%	28,749
Total revenue	$	77,022	(1)%	$	78,067	$	225,309	1%	$	222,558

____________________


(a)	Decrease for the nine months ended September 30, 2019 was primarily driven by prior year increased volumes on long-term wholesale contracts.


(b)	Decrease for the nine months ended September 30, 2019 was driven by lower wholesale volume opportunities driven by weather and energy prices.


(c)	Increase for the nine months ended September 30, 2019 was primarily due to the prior year reserve to revenue to reflect the reduction of the lower federal income tax rate from the TCJA on our existing rate tariffs.

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	Megawatt Hours Sold by Customer Type
	Three Months Ended September 30,			Nine Months Ended September 30,
	2019	Percentage Change	2018	2019	Percentage Change	2018
Residential	124,656	—%	125,159	408,991	1%	404,178
Commercial	203,761	—%	204,621	579,521	(1)%	586,336
Industrial ^(a)	118,792	24%	95,473	339,611	11%	305,875
Municipal	8,399	(7)%	9,070	22,728	(6)%	24,052
Total retail quantity sold	455,608	5%	434,323	1,350,851	2%	1,320,441
Wholesale	211,968	(4)%	221,327	629,210	(7)%	677,163
Market - off-system sales ^(b)	129,433	(25)%	172,141	342,019	(16)%	406,109
Total quantity sold	797,009	(4)%	827,791	2,322,080	(3)%	2,403,713
Losses and Company use ^(c)	38,716	(18)%	47,171	116,286	(15)%	137,369
Total energy	835,725	(4)%	874,962	2,438,366	(4)%	2,541,082

____________________


(a)	Increase for the nine months ended September 30, 2019 was primarily due to a prior year customer outage and customer usage growth.


(b)	Decrease for the nine months ended September 30, 2019 was primarily due to lower wholesale volume opportunities driven by weather and energy prices.


(c)	Includes company uses, line losses, and excess exchange production.



	Megawatt Hours Generated and Purchased
	Three Months Ended September 30,			Nine Months Ended September 30,
Generated -	2019	Percentage Change	2018	2019	Percentage Change	2018
Coal-fired	389,565	(5)%	407,936	1,086,432	(9)%	1,195,104
Natural Gas and Oil ^(a)	99,477	61%	61,744	175,904	78%	98,609
Total generated	489,042	4%	469,680	1,262,336	(2)%	1,293,713

Total purchased ^(a)	346,683	(14)%	405,282	1,176,030	(6)%	1,247,369
Total generated and purchased	835,725	(4)%	874,962	2,438,366	(4)%	2,541,082

____________________

(a) Increase is primarily due to low natural gas prices and the ability to generate at a lower cost than to purchase generation on the open market for the nine months ended September 30, 2019.



	Power Plant Availability
	Three Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019		2018
Coal-fired plants ^(a)	94.9	%	93.8	%	88.3	%	92.7	%
Other plants^(b)	81.8	%	96.0	%	83.0	%	97.6	%
Total availability	88.0	%	95.0	%	85.5	%	95.3	%

____________________


(a)	2019 included planned outages at Neil Simpson II and Wygen III, unplanned outages at Wyodak Plant and Wygen III, and 2018 included planned outages at Neil Simpson II and Wyodak Plant.


(b)	2019 included planned outages at Neil Simpson CT and Lange CT.

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	Degree Days						Degree Days
	Three Months Ended September 30,						Nine Months Ended September 30,
	2019			2018			2019			2018
	Actual	Variance from Normal		Actual	Variance from Normal		Actual	Variance from Normal		Actual	Variance from Normal

Heating degree days	175	(22	)%	236	5	%	5,370	20	%	4,972	11	%
Cooling degree days	366	(31	)%	356	(33	)%	404	(36	)%	488	(23	)%

Credit Ratings

Credit ratings impact our ability to obtain short and long-term financing, the cost of such financing, and vendor payment terms including collateral requirements. The following table represents our secured credit rating from each agency’s review which was in effect at September 30, 2019:



Rating Agency	Senior Secured Rating
S&P ^(a)	A
Moody’s ^(b)	A1
Fitch ^(c)	A

__________


(a)	On April 30, 2019, S&P affirmed A rating.


(b)	On October 15, 2019, Moody’s affirmed A1 rating.


(c)	On August 29, 2019, Fitch affirmed A rating.

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FORWARD-LOOKING INFORMATION

This Quarterly Report on Form 10-Q contains forward-looking statements as defined by the SEC. Forward-looking statements are all statements other than statements of historical fact, including without limitation those statements that are identified by the words “anticipates”, “estimates”, “expects”, “intends”, “plans”, “predicts” and similar expressions, and include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. From time to time, the Company may publish or otherwise make available forward-looking statements of this nature, including statements contained within Item 2 - Management’s Discussion & Analysis of Financial Condition and Results of Operations.

Forward-looking statements involve risks and uncertainties, which could cause actual results or outcomes to differ materially from those expressed. The Company’s expectations, beliefs and projections are expressed in good faith and are believed by the Company to have a reasonable basis, including without limitation, management’s examination of historical operating trends, data contained in the Company’s records and other data available from third parties. Nonetheless, the Company’s expectations, beliefs or projections may not be achieved or accomplished.

Any forward-looking statement contained in this document speaks only as of the date on which the statement is made, and the Company undertakes no obligation to update any forward-looking statement or statements to reflect events or circumstances that occur after the date on which the statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for management to predict all of the factors, nor can it assess the effect of each factor on the Company’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement. All forward-looking statements, whether written or oral and whether made by or on behalf of the Company, are expressly qualified by the risk factors and cautionary statements described in Item 1A of our 2018 Annual Report on Form 10-K, including statements contained within Item 1A - Risk Factors and Part II, Item 1A of this Quarterly Report on Form 10-Q.


ITEM 4.	CONTROLS AND PROCEDURES

This section should be read in conjunction with Item 9A, “Controls and Procedures” included in our Annual Report on Form 10-K for the year ended December 31, 2018.

Our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934) as of September 30, 2019. Based on their evaluation, they have concluded that our disclosure controls and procedures were effective as of September 30, 2019.

Our disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Security Exchange Act of 1934, as amended, is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

During the quarter ended September 30, 2019, there have been no changes in our internal control over financial reporting that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

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BLACK HILLS POWER, INC.

Part II - Other Information


Item 1.	Legal Proceedings

For information regarding legal proceedings, see Note 11 of Notes to Financial Statements in Item 8 of our 2018 Annual Report on Form 10-K and Note 9 of our Notes to Condensed Financial Statements in this Quarterly Report on Form 10-Q.


Item 6.	Exhibits


Exhibit 3.1*	Restated Articles of Incorporation of the Registrant dated January 30, 2018 (filed as Exhibit 3 to Registrant’s Form 8-K filed on February 5, 2018).


Exhibit 3.2*	Amended and Restated Bylaws of the Registrant dated March 30, 2015 (filed as Exhibit 3.2 to Registrant’s Form 10-Q for the quarterly period ended March 31, 2015).


Exhibit 4.1*	Restated and Amended Indenture of Mortgage and Deed of Trust of Black Hills Corporation (now called Black Hills Power, Inc.) dated as of September 1, 1999 (filed as Exhibit 4.19 to the Registrant’s Post-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form S-3 (No. 333-150669-01)).

First Supplemental Indenture, dated as of August 13, 2002, between Black Hills Power, Inc. and The Bank of New York Mellon (as successor to J.P. Morgan Chase Bank), as Trustee (filed as Exhibit 4.20 to the Registrant’s Post-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form S-3 (No. 333-150669-01)).

Second Supplemental Indenture, dated as of October 27, 2009, between Black Hills Power, Inc. and The Bank of New York Mellon (filed as Exhibit 4.21 to the Registration Statement on Form S-3 (No. 333-150669-01)).

Third Supplemental Indenture, dated as of October 1, 2014, between Black Hills Power, Inc. and The Bank of New York Mellon (filed as Exhibit 10.1 to the Registrant’s Form 8-K filed on October 2, 2014).


Exhibit 31.1	Certification of Chief Executive Officer pursuant to Rule 13a - 14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes - Oxley Act of 2002.


Exhibit 31.2	Certification of Chief Financial Officer pursuant to Rule 13a - 14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes - Oxley Act of 2002.


Exhibit 32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes - Oxley Act of 2002.


Exhibit 32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes - Oxley Act of 2002.


101.INS	XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document


101.SCH	XBRL Taxonomy Extension Schema Document


101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document


101.DEF	XBRL Taxonomy Extension Definition Linkbase Document


101.LAB	XBRL Taxonomy Extension Label Linkbase Document


101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document


104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

_________________________


*	Previously filed as part of the filing indicated and incorporated by reference herein.

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BLACK HILLS POWER, INC.

Signatures

Pursuant to the requirements 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 POWER, INC.

/S/ LINDEN R. EVANS

Linden R. Evans, Chairman, President

and Chief Executive Officer

/S/ RICHARD W. KINZLEY

Richard W. Kinzley, Senior Vice President

and Chief Financial Officer

Dated: November 5, 2019

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Filing Submission 0000012400-19-000012 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

September 30, 2019

December 31, 2018

Money pool notes payable