UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31,September 30, 2017
OR 
oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from __________ to __________.
  
 Commission File Number 1-7978
Black Hills Power, Inc.
Incorporated in South DakotaIRS Identification Number 46-0111677
625 Ninth Street
Rapid City, South Dakota 57701
Registrant’s telephone number (605) 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.
Yes x
No o

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate website, if any, 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).
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 filero Accelerated filero
     
Non-accelerated filerx(Do not check if a smaller reporting company)
     
   Smaller reporting companyo
     
   Emerging growth companyo

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 o
No x

As of April 30,October 31, 2017, there were issued and outstanding 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

  Page
 GLOSSARY OF TERMS AND ABBREVIATIONS
   
PART 1.FINANCIAL INFORMATION 
   
Item 1.Financial Statements 
   
 Condensed Statements of Income and Comprehensive Income - unaudited
 Three and Nine Months Ended March 31,September 30, 2017 and 2016 
   
 Condensed Balance Sheets - unaudited
 March 31,September 30, 2017 and December 31, 2016 
   
 Condensed Statements of Cash Flows - unaudited
 ThreeNine Months Ended March 31,September 30, 2017 and 2016 
   
 Notes to Condensed Financial Statements - unaudited
   
Item 2.Managements’ Discussion and Analysis of Financial Condition and Results of Operations
   
Item 4.Controls and Procedures
   
PART II.OTHER INFORMATION
   
Item 1.Legal Proceedings
   
Item 1A.Risk Factors
   
Item 6.Exhibits
   
 Signatures
Exhibit Index



GLOSSARY OF TERMS AND ABBREVIATIONS

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

AFUDCAllowance for Funds Used During Construction
ASCAccounting Standards Codification
ASUAccounting Standards Update issued by the FASB
BHCBlack Hills Corporation; the Parent Company
Black Hills EnergyThe name used to conduct the business of BHC utility companies
Black Hills Utility HoldingsBlack Hills Utility Holdings, Inc. a direct, wholly-owned subsidiary of Black Hills Corporation (doing business as Black Hills Energy)
Black Hills Service CompanyBlack Hills Service Company, LLC, a direct, wholly-owned subsidiary of BHC
Cheyenne LightCheyenne Light, Fuel and Power Company, a direct, wholly-owned subsidiary of Black Hills Corporation (doing business as Black Hills Energy)
Cooling Degree DayA 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 over a 30-year average.
DSMDemand Side Management
ECAEnergy Cost Adjustment - adjustments that allow us to pass the prudently-incurred cost of fuel and purchased energy through to customers.
FASBFinancial Accounting Standards Board
FERCUnited States Federal Energy Regulatory Commission
FitchFitch Ratings
GAAPAccounting principles generally accepted in the United States of America
Global Settlement
Settlement with a utilities commission where the dollar figure is agreed upon, but the specific adjustments used by each party to arrive at the figure are not specified in public rate orders.

Happy JackHappy Jack Wind Farms, LLC, a subsidiary of Duke Energy Generation Services
Heating degree dayA 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 over a 30-year average.
kVKilovolt
LIBORLondon Interbank Offered Rate
Moody’sMoody’s Investors Service, Inc.
MWMegawatts
SDPUCSouth Dakota Public Utilities Commission
SECU. S. Securities and Exchange Commission
Silver SageSilver Sage Windpower, LLC, a subsidiary of Duke Energy Generation Services
SourceGasSourceGas Holdings LLC and its subsidiaries, a gas utility owned by funds managed by Alinda Capital Partners and GE Energy Financial Services, a unit of General Electric Co. (NYSE:GE) that was acquired by BHC on February 12, 2016, and is now named Black Hills Gas Holdings, LLC (doing business as Black Hills Energy)
South Dakota ElectricIncludes Black Hills Power operations in South Dakota, Wyoming and Montana
S&PStandard & Poor’s, a division of The McGraw-Hill Companies, Inc.
TCATransmission Cost Adjustment - adjustments passed through to the customer based on transmission costs that are higher or lower than the costs approved in the rate case.
Winter Storm AtlasAn October 2013 blizzard that impacted South Dakota Electric. It was the second most severe blizzard in Rapid City’s history.
WRDCWyodak Resources Development Corp., an indirect, wholly-owned subsidiary of BHC
Wyoming Electric
Includes Cheyenne Light’s electric utility operations







BLACK HILLS POWER, INC.
CONDENSED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

Three Months Ended March 31,Three Months Ended September 30, Nine Months Ended September 30,
(unaudited)2017 20162017 2016 2017 2016
(in thousands)(in thousands)
Revenue$73,794
 $68,642
$73,938
 $66,728
 $213,785
 $197,389
          
Operating expenses:          
Fuel and purchased power23,149
 20,730
22,843
 18,421
 64,604
 55,375
Operations and maintenance16,954
 17,031
16,747
 15,601
 52,589
 49,538
Depreciation and amortization8,694
 8,612
9,053
 8,547
 26,578
 25,363
Taxes - property1,621
 1,489
1,597
 1,749
 5,228
 4,987
Total operating expenses50,418
 47,862
50,240
 44,318
 148,999
 135,263
          
Operating income23,376
 20,780
23,698
 22,410
 64,786
 62,126
          
Other income (expense):          
Interest expense(6,336) (5,454)(5,483) (5,454) (16,873) (16,322)
AFUDC - borrowed192
 223
369
 319
 953
 840
Interest income707
 202
335
 510
 704
 1,004
AFUDC - equity471
 423
676
 606
 1,864
 1,595
Other income (expense), net(53) 74
3
 48
 (119) 75
Total other income (expense)(5,019) (4,532)(4,100) (3,971) (13,471) (12,808)
          
Income from continuing operations before income taxes18,357
 16,248
Income before income taxes19,598
 18,439
 51,315
 49,318
Income tax expense(5,787) (5,062)(5,772) (6,429) (15,632) (16,316)
Net income12,570
 11,186
13,826
 12,010
 35,683
 33,002
          
Other comprehensive income (loss):          
Reclassification adjustments of cash flow hedges settled and included in net income (net of tax (expense) benefit of $(6) and $(6) for the three months ended March 31, 2017 and 2016, respectively)10
 10
Reclassification adjustment of benefit plan liability - net gain (loss) (net of tax (expense) benefit of $(8) and $(7) for the three months ended March 31, 2017 and 2016, respectively)14
 14
Reclassification of net realized (gains) losses on settled/amortized interest rate swaps (net of tax (expense) benefit of $(6) and $(6) for the three months ended September 30, 2017 and 2016, and $(17) and $(17) for the nine months ended September 30, 2017 and 2016, respectively)10
 10
 31
 31
Reclassification adjustment of benefit plan liability - net gain (loss) (net of tax (expense) benefit of $(8) and $(8) for the three months ended September 30, 2017 and 2016 and $(23) and $(21) for the nine months ended September 30, 2017 and 2016, respectively)14
 14
 42
 41
Other comprehensive income24
 24
24
 24
 73
 72
          
Comprehensive income$12,594
 $11,210
$13,850
 $12,034
 $35,756
 $33,074

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



BLACK HILLS POWER, INC.
CONDENSED BALANCE SHEETS

(unaudited)March 31, 2017December 31, 2016September 30, 2017December 31, 2016
(in thousands)(in thousands)
ASSETS  
Current assets:  
Cash and cash equivalents$1,127
$234
$1,171
$234
Receivables - customers, net27,457
30,614
27,579
30,614
Receivables - affiliates5,390
9,526
5,498
9,526
Other receivables, net420
351
335
351
Money pool notes receivable, net32,949
28,409
8,881
28,409
Materials, supplies and fuel23,244
22,389
23,622
22,389
Regulatory assets, current20,536
18,119
18,819
18,119
Other, current assets3,286
3,876
3,432
3,876
Total current assets114,409
113,518
89,337
113,518
  
Investments4,849
4,841
4,902
4,841
  
Property, plant and equipment1,254,710
1,236,387
1,298,855
1,236,387
Less accumulated depreciation and amortization(342,400)(338,828)(354,788)(338,828)
Total property, plant and equipment, net912,310
897,559
944,067
897,559
  
Other assets:  
Regulatory assets, non-current73,445
74,015
73,178
74,015
Other, non-current assets3,545
3,816
3,545
3,816
Total other assets76,990
77,831
76,723
77,831
TOTAL ASSETS$1,108,558
$1,093,749
$1,115,029
$1,093,749

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



BLACK HILLS POWER, INC.
CONDENSED BALANCE SHEETS

(unaudited)March 31, 2017December 31, 2016September 30, 2017December 31, 2016
(in thousands, except common stock par value and share amounts)(in thousands, except common stock par value and share amounts)
LIABILITIES AND STOCKHOLDER’S EQUITY  
Current liabilities:  
Accounts payable$16,809
$14,158
$14,701
$14,158
Accounts payable - affiliates27,289
31,799
26,828
31,799
Accrued liabilities44,891
37,436
50,337
37,436
Regulatory liabilities, current
84
825
84
Total current liabilities88,989
83,477
92,691
83,477
  
Long-term debt339,791
339,756
339,860
339,756
  
Deferred credits and other liabilities:  
Deferred income tax liability, net, non-current214,657
211,443
220,857
211,443
Regulatory liabilities, non-current53,896
53,866
55,822
53,866
Benefit plan liabilities19,617
19,544
15,721
19,544
Other, non-current liabilities1,351
1,001
1,393
1,001
Total deferred credits and other liabilities289,521
285,854
293,793
285,854
  
Commitments and contingencies (Notes 4, 5 and 8)

  
Stockholder’s equity:  
Common stock $1 par value; 50,000,000 shares authorized; 23,416,396 shares issued23,416
23,416
23,416
23,416
Additional paid-in capital39,575
39,575
39,575
39,575
Retained earnings328,504
322,933
326,883
322,933
Accumulated other comprehensive loss(1,238)(1,262)(1,189)(1,262)
Total stockholder’s equity390,257
384,662
388,685
384,662
TOTAL LIABILITIES AND STOCKHOLDER’S EQUITY$1,108,558
$1,093,749
$1,115,029
$1,093,749

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


BLACK HILLS POWER, INC.
CONDENSED STATEMENTS OF CASH FLOWS

(unaudited)Three Months Ended March 31,Nine Months Ended September 30,
2017201620172016
(in thousands)(in thousands)
Operating activities:  
Net income$12,570
$11,186
$35,683
$33,002
Adjustments to reconcile net income to net cash provided by operating activities-  
Depreciation and amortization8,694
8,612
26,578
25,363
Deferred income tax2,704
18,076
6,188
22,267
Employee benefits205
443
613
1,327
AFUDC - equity(471)(423)
AFUDC(2,817)(1,595)
Other adjustments, net559
296
2,298
118
Change in operating assets and liabilities -  
Accounts receivable and other current assets7,908
(3,409)6,567
5,499
Accounts payable and other current liabilities(380)(7,656)3,077
(501)
Regulatory assets - current(2,170)(4,193)1,543
(4,029)
Regulatory liabilities - current(84)
Contributions to defined benefit pension plan(4,000)(820)
Other operating activities, net(152)481
(1,097)(3,994)
Net cash provided by (used in) operating activities29,383
23,413
74,633
76,637
  
Investing activities:  
Property, plant and equipment additions(16,976)(18,928)(61,537)(65,062)
Change in money pool notes receivable, net(11,540)13,683
(12,472)(10,966)
Other investing activities26
(27)313
(81)
Net cash provided by (used in) investing activities(28,490)(5,272)(73,696)(76,109)
  
Financing activities:  
Net cash provided by (used in) financing activities



  
Net change in cash and cash equivalents893
18,141
937
528
  
Cash and cash equivalents, beginning of period234
297
234
297
Cash and cash equivalents, end of period$1,127
$18,438
$1,171
$825

See Note 7 for supplemental cash flow information.

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


BLACK HILLS POWER, INC.

Notes to Condensed Financial Statements
(unaudited)
(Reference is made to Notes to Financial Statements
included in our 2016 Annual Report on Form 10-K)

(1)    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 2016 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 March 31,September 30, 2017, December 31, 2016 and March 31,September 30, 2016 financial information and are of a normal recurring nature. The results of operations for the three and nine months ended March 31,September 30, 2017 and March 31,September 30, 2016, and our financial condition as of March 31,September 30, 2017 and December 31, 2016 are not necessarily indicative of the results of operations and financial condition to be expected as of or for any other period.

Revisions

Certain revisions have been made to prior years’year’s financial information to conform to the current year presentation.

We revised our presentation of cash and certain cash transactions processed on behalf of affiliates.affiliates as of December 31, 2016.  We have banking arrangements at certain financial institutions whereby if required, payments of one account are cleared with cash from other accounts at the same financial institution; therefore, book overdrafts are presented on a combined basis by bank as cash and cash equivalents. Cash collected or disbursed on behalf of affiliates is presented as Receivables - affiliates or Accounts Payablepayable - affiliates. Prior year amounts were corrected to conform to the current year presentation, which decreased cash and cash equivalents by $11$9.4 million as of March 31,September 30, 2016. It also decreased net cash flows provided by operations by $3.3$2.2 million for the threenine months ended March 31,September 30, 2016. We assessed the materiality of these changes, taking into account quantitative and qualitative factors, and determined them to be immaterial to the balance sheet as of March 31,September 30, 2016 and to the Statements of Cash Flows for the threenine months ended March 31,September 30, 2016. There is no impact to the Statements of Income or Statements of Comprehensive Income (Loss) for any period reported.

Recently Issued and Adopted Accounting Standards

Compensation - Retirement Benefits: Improving the Presentation of Net Periodic Pension Cost and Net Periodic Post-Retirement Benefit Cost, ASU 2017-07

In March 2017, the FASB issued ASU 2017-07, Compensation – Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Post-Retirement Benefit Cost”. The changes to the standard require employers to report the service cost component in the same line item(s) as other compensation costs, and require the other components of net periodic pension and post-retirement benefit costs to be separately presented in the income statement outside of income from operations. Additionally, only the service cost component may be eligible for capitalization, when applicable. However, all cost components remain eligible for capitalization under FERC regulations. ASU 2017-07 will be applied retrospectively for the presentation of the service cost component and the other components of net periodic pension and post-retirement benefit costs in the income statement. The capitalization of the service cost component of net period pension and post-retirement benefit costs in assets will be applied on a prospective basis. ASU 2017-07 is effective for annual periods beginning after December 15, 2017, including interim periods within those annual periods. We are currently assessing the changes to the standard. The presentation changes required for net periodic pension and post-retirement costs will result in offsetting changes to Operating income and Other income and are not expected to be material.



Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments, ASU 2016-15

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force). This ASU requires changes in the presentation of certain items including but not limited to debt prepayment or debt extinguishment costs; contingent consideration payments made after a business combination; proceeds from the settlement of insurance claims; proceeds from the settlement of corporate-owned life insurance policies and distributions received from equity method investees. The ASU will be effective for fiscal years beginning after December 15, 2017. We will use the retrospective transition method to adopt this standard with fiscal years beginning after December 15, 2017.The adoption of this standard will not have a material impact on our financial position, results of operations or cash flows.

Leases, ASU 2016-02

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which supersedes ASC 840, Leases. This ASU requires lessees to recognize a right-of-use asset and lease liability for all leases with terms of more than 12 months. Lessees are permitted to make an accounting policy election to not recognize the asset and liability for leases with a term of 12 months or less. The ASU does not significantly change the lessees’ recognition, measurement and presentation of expenses and cash flows from the previous accounting standard. Lessors’ accounting under the ASC is largely unchanged from the previous accounting standard. In addition, the ASU expands the disclosure requirements of lease arrangements. Lessees and lessors will use a modified retrospective transition approach, which includes a number of practical expedients. The guidance is effective for us beginning after December 15, 2018. Early adoption is permitted. We are currently assessing the impact that adoption of ASU 2016-02 will have on our financial position, results of operations or cash flows.

Revenue from Contracts with Customers, ASU 2014-09

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers. The standard provides companies with a single model for use in accounting for revenue arising from contracts with customers and supersedes current revenue recognition guidance, including industry-specific revenue guidance. The core principle of the model is to recognize revenue when control of the goods or services transfers to the customer. The new disclosure requirements will provide information about the nature, amount, timing and uncertainty of revenue and cash flows from revenue contracts with customers. The guidance is effective for annual and interim reporting periods beginning after December 15, 2017 with early adoption on January 1, 2017 permitted. Entities will have the option of using either a full retrospective or modified retrospective approach to adopting this guidance. Under the modified approach, an entity would recognize the cumulative effect of initially applying the guidance with an adjustment to the opening balance of retained earnings in the period of adoption.

We will adopt thiscurrently expect to implement the standard for annual and interim reporting periods beginning after December 15, 2017.on a modified retrospective basis effective January 1, 2018. We continue to actively assesshave substantially completed our assessment of all of our sources of revenue to determineand are currently determining the impact that adoption of the new standard will have on our financial position, results of operations and cash flows. Our evaluation includes identifying revenue streams by like contracts to allow for ease of implementation. A majority of our revenues are from regulated tariff offerings that provide electricity with a defined contractual term. For such arrangements, we expect that the revenue from contracts with the customer will be equivalent to the electricity delivered induring that period. Therefore, we do not expect that there will be a significant shift in the timing or pattern of revenue recognition for regulated tariff-basedtariff based sales. The evaluation of other revenue streams is ongoing, including those tiedWe


also continue to longer term contractual commitments. However, a number of industry-specificmonitor outstanding industry implementation issues are still unresolved and assess the final resolution of these issues could impactimpacts to our current accounting policies and/or patterns of revenue recognition.

Compensation - Retirement Benefits: Improving the Presentation of Net Periodic Pension Cost and Net Periodic Post-Retirement Benefit Cost, ASU 2017-07

In March 2017, the FASB issued ASU 2017-07, Compensation – Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Post-Retirement Benefit Cost. The changes to the standard require employers to report the service cost component in the same line item(s) as other compensation costs, and require the other components of net periodic pension and post-retirement benefit costs to be separately presented in the income statement outside of income from operations. Additionally, only the service cost component may be eligible for revenuecapitalization, when applicable. However, all cost components remain eligible for capitalization under FERC regulations. This ASU will be applied retrospectively for the presentation of the service cost component and the other components of net periodic pension and post-retirement benefit costs in the income statement. The capitalization of the service cost component of net period pension and post-retirement benefit costs in assets will be applied on a prospective basis. This new guidance is effective for annual periods beginning after December 15, 2017, including interim periods within those annual periods. We continue to assess the impact of this new standard on our financial statements and disclosures, and we monitor regulated utility industry implementation discussions and guidance. For our rate-regulated entities, we currently expect to capitalize the other components of net periodic benefit costs into regulatory assets or regulatory liabilities. The presentation changes required for net periodic pension and post-retirement costs will result in offsetting changes to Operating income and Other income and are not expected to be material. We will implement this standard effective January 1, 2018.

Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments, ASU 2016-15

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force). This ASU requires changes in the presentation of certain items including but not limited to debt prepayment or debt extinguishment costs; contingent consideration payments made after a business combination; proceeds from the settlement of insurance claims; proceeds from the settlement of corporate-owned life insurance policies and distributions received from equity method investees. The ASU will be effective for fiscal years beginning after December 15, 2017.We will use the retrospective transition method to adopt this standard with fiscal years beginning after December 15, 2017. This standard will not have a material impact on our financial position, results of operations or cash flows.

Leases, ASU 2016-02

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which supersedes ASC 840, Leases. This ASU requires lessees to recognize a right-of-use asset and lease liability on the balance sheet for all leases with a term greater than 12 months, whereas today only financing type lease liabilities (capital leases) are recognized on the balance sheet. In addition, the definition of a lease has been revised in regards to when an arrangement conveys the right to control the use of the identified asset under the arrangement which may result in changes to the classification of an arrangement as a lease. The ASU does not significantly change the lessees’ recognition, measurement and presentation of expenses and cash flows from the previous accounting standard. Lessors’ accounting under the ASU is largely unchanged from the previous accounting standard. The ASU expands the disclosure requirements of lease arrangements. Lessees and lessors will use a modified retrospective transition approach, which requires application of the new guidance at the beginning of the earliest comparative period presented in the year of adoption. The guidance is effective for interim and annual reporting periods beginning after December 15, 2018, with early adoption permitted.

We currently expect to adopt this standard on January 1, 2019. We continue to evaluate the impact of this new standard on our financial position, results of operations and cash flows as well as monitor emerging guidance on such topics as easements and right of ways, pipeline laterals, purchase power agreements, and other industry-related areas. We have begun the transition method selected.process of identifying and categorizing our lease contracts and evaluating our current business processes.






(2)
ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS

Following is a summary of Receivables - customers, net included in the accompanying Condensed Balance Sheets (in thousands) as of:
March 31, 2017December 31, 2016September 30, 2017December 31, 2016
Accounts receivable trade$16,197
$16,972
$17,356
$16,972
Unbilled revenues11,524
13,799
10,348
13,799
Allowance for doubtful accounts(264)(157)(125)(157)
Receivables - customers, net$27,457
$30,614
$27,579
$30,614

(3)
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:
Recovery/Amortization Period
(in years)
March 31, 2017 December 31, 2016
Maximum Amortization
(in years)
September 30, 2017 December 31, 2016
Regulatory assets:        
Unamortized loss on reacquired debt (a)
8$1,745
 $1,815
8$1,604
 $1,815
Deferred taxes on AFUDC (b)
459,607
 9,367
4510,192
 9,367
Employee benefit plans (c)
1220,100
 20,100
1220,180
 20,100
Deferred energy and fuel cost adjustments - current (a)
Less than 1 year23,075
 23,016
113,754
 18,119
Deferred gas cost adjustments (a) (e)
15,324
 4,897
Deferred taxes on flow through accounting (a)
3512,802
 12,545
3514,906
 12,545
Decommissioning costs, net of amortization(b)
812,025
 12,456
Decommissioning costs, net of amortization(d)
610,766
 12,456
Other regulatory assets (a) (d)
214,627
 12,835
615,271
 12,835
Total regulatory assets $93,981
 $92,134
 $91,997
 $92,134

Regulatory liabilities:        
Cost of removal for utility plant (a)
61$41,592
 $41,541
61$43,518
 $41,541
Employee benefit plan costs and related deferred taxes (c)
1212,304
 12,304
1212,304
 12,304
Other regulatory liabilities13
 105
13825
 105
Total regulatory liabilities $53,896
 $53,950
 $56,647
 $53,950
____________________
(a)RecoveryWe 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, respectively.base.
(d)IncludesIn accordance with a settlement agreement approved by the SDPUC on June 16, 2017, the amortization of South Dakota Electric’s decommissioning costs of approximately $11 million, vegetation management costs of approximately $14 million, and $12Winter Storm Atlas costs of approximately $2.0 million ofare being amortized over 6 years, effective July 1, 2017. Decommissioning costs and Winter Storm Atlas costs were previously amortized over a 10 year period ending September 30, 2024. The vegetation management expenses at March 31, 2017costs were previously unamortized. The change in amortization periods for these costs will increase annual amortization expense by approximately $2.7 million.
(e)Our deferred energy, fuel cost, and December 31, 2016, respectively, for which we are allowed a rategas cost adjustments represent the cost of return.electricity and gas delivered to our electric utility customers that is either higher or lower than current rates and will be recovered or refunded in future rates. We file periodic quarterly, semi-annual, and/or annual filings to recover these costs based on the respective cost mechanisms approved by their applicable state utility commissions.




(4)RELATED-PARTY TRANSACTIONS

Receivables and Payables

We have accounts receivable and accounts payable balances related to transactions with other BHC subsidiaries. The balances were as follows (in thousands) as of:
March 31, 2017 December 31, 2016September 30, 2017 December 31, 2016
Receivables - affiliates$5,390
 $9,526
$5,498
 $9,526
Accounts payable - affiliates$27,289
 $31,799
$26,828
 $31,799

Money Pool Notes Receivable and Notes Payable

On September 1, 2017, the Utility Money Pool was transferred from Black Hills Power to our affiliate Black Hills Utility Holdings. This transfer reduced our cash by $0.7 million, reduced our Money pool notes receivable, net by $1.0 million and increased our Retained earnings by $0.3 million.

We have entered into awill continue to participate in the Utility Money Pool Agreement (the “Agreement”) with BHC, Black Hills Service Company and the utility companies conducting business as Black Hills Energy. We are the administrator of the Money Pool.Agreement). Under the Agreement, we may borrow from BHC;the pool; however the Agreement restricts usthe 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 and advances 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 1.0%. At March 31,September 30, 2017, the average cost of borrowing under the Utility Money Pool was 1.47%1.66%.

We had the following balances with the Utility Money Pool (in thousands) as of:
 March 31, 2017 December 31, 2016
Money pool notes receivable, net$32,949
 $28,409
 September 30, 2017 December 31, 2016
Money pool notes receivable, net$8,881
 $28,409

Our net interest income (expense) relating to balances with the Utility Money Pool was as follows (in thousands):
 Three Months Ended March 31,
 20172016
Net interest income (expense)$126
$278
 Three Months Ended September 30,Nine Months Ended September 30,
 2017201620172016
Net interest income (expense)$53
$277
$269
$845



Other related party activity was as follows (in thousands):
Three Months Ended March 31,Three Months Ended September 30,Nine Months Ended September 30,
201720162017201620172016
Revenue:  
Energy sold to Cheyenne Light$878
$661
$361
$599
$1,866
$1,908
Rent from electric properties$1,272
$1,213
$935
$1,229
$2,805
$3,817
  
Fuel and purchased power:
  
Purchases of coal from WRDC$4,280
$4,796
$4,054
$4,122
$11,386
$12,275
Purchase of excess energy from Cheyenne Light$40
$55
$208
$64
$324
$172
Purchase of renewable wind energy from Cheyenne Light - Happy Jack$606
$664
$199
$312
$1,174
$1,329
Purchase of renewable wind energy from Cheyenne Light - Silver Sage$1,019
$1,127
$351
$547
$2,007
$2,276
  
Gas transportation service agreement:  
Gas transportation service agreement with Cheyenne Light for firm and interruptible gas transportation$99
$136
$99
$100
$297
$300
  
Corporate support:  
Corporate support services and fees from Parent, Black Hills Service Company and Black Hills Utility Holdings$6,611
$6,721
$6,626
$6,257
$20,346
$19,155



(5)
EMPLOYEE BENEFIT PLANS

The components of net periodic benefit cost for the Defined Benefit Pension Plan were as follows (in thousands):
Three Months Ended March 31,Three Months Ended September 30, Nine Months Ended September 30,
2017 20162017 2016 2017 2016
Service cost$136
 $151
$137
 $151
 $409
 $453
Interest cost585
 625
585
 625
 1,755
 1,875
Expected return on plan assets(897) (908)(898) (908) (2,692) (2,724)
Prior service cost11
 11
10
 11
 32
 33
Net loss (gain)307
 499
308
 498
 922
 1,496
Net periodic benefit cost$142
 $378
$142
 $377
 $426
 $1,133

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 March 31,Three Months Ended September 30, Nine Months Ended September 30,
2017 20162017 2016 2017 2016
Service cost$52
 $51
$52
 $51
 $155
 $153
Interest cost44
 47
44
 47
 132
 141
Prior service cost (benefit)(84) (84)(84) (84) (252) (252)
Net periodic benefit cost$12
 $14
$12
 $14
 $35
 $42



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 March 31,Three Months Ended September 30, Nine Months Ended September 30,
2017 20162017 2016 2017 2016
Interest cost$29
 $30
$29
 $30
 $87
 $90
Net loss (gain)22
 21
22
 20
 65
 62
Net periodic benefit cost$51
 $51
$51
 $50
 $152
 $152

Contributions

Contributions to the Defined Benefit Pension Plan are cash contributions made directly to the Pension Plan Trust.Trust account. On July 24, 2017, we made contributions to the Defined Benefit Pension Plan in the amount of approximately $1.8 million. On September 15, 2017, we made an additional contribution of approximately $2.2 million to reduce Pension Benefit Guaranty Corporation premiums and offset the forecasted increase in pension expense due to low bond yields which impact the pension discount rate. Contributions to the Healthcare and Supplemental Plans are made in the form of benefit payments. Contributions made for 2017 and anticipated contributions for 2017 and 2018 are as follows (in thousands):
Contributions
Three Months Ended March 31, 2017
Remaining Anticipated Contributions for 2017Anticipated Contributions for 2018
Contributions
Nine Months Ended
September 30, 2017
Remaining Anticipated Contributions for 2017Anticipated Contributions for 2018
Defined Benefit Pension Plan$
$1,305
$660
$4,000
$
$1,834
Defined Benefit Postretirement Healthcare Plan$135
$406
$565
$406
$135
$565
Supplemental Non-qualified Defined Benefit Plans$62
$185
$246
$185
$62
$246



(6)FAIR VALUE OF FINANCIAL INSTRUMENTS

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Accounting guidance on fair value measurements establishes a hierarchy for grouping assets and liabilities, based on significance of inputs. For additional information see Note 1 included in our 2016 Annual Report on Form 10-K filed with the SEC.

The estimated fair values of our financial instruments were as follows (in thousands) as of:
March 31, 2017 December 31, 2016September 30, 2017 December 31, 2016
Carrying AmountFair Value Carrying AmountFair ValueCarrying AmountFair Value Carrying AmountFair Value
Cash and cash equivalents (a)
$1,127
$1,127
 $234
$234
$1,171
$1,171
 $234
$234
Long-term debt, including current maturities (b)
$339,791
$424,453
 $339,756
$410,466
Long-term debt, including current maturities (b) (c)
$339,860
$439,973
 $339,756
$410,466
_________________
(a)Carrying value approximates fair value due to either short-term length of maturity or variable interest rates that approximate prevailing market rates and therefore is classified in Level 1 in the fair value hierarchy.
(b)Long-term debt is valued using the market approach based on observable inputs of quoted market prices and yields available for debt instruments either directly or indirectly for similar maturities and debt ratingsliabilities in active markets and therefore is classified in Level 2 in the fair value hierarchy. The carrying
(c)Carrying amount of our variable ratelong-term debt approximates fair value due to the variable interest rates with short reset periods.is net of deferred financing costs.



(7)SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

Three months ended March 31,2017 2016
Nine months ended September 30,2017 2016
(in thousands)(in thousands)
Non-cash investing and financing activities -      
Property, plant and equipment acquired with accrued liabilities$10,998
 $5,087
$10,242
 $5,565
Non-cash (decrease) to money pool notes receivable, net$(7,000) $(12,500)$(32,000) $(36,500)
Non-cash dividend to Parent$7,000
 $12,500
$32,000
 $36,500
      
Cash (paid) refunded during the period for -      
Interest (net of amounts capitalized)$(3,014) $(2,989)$(12,838) $(13,486)

(8)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 2016 Annual Report on Form 10-K.


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

Regulatory Matters

DuringOn June 16, 2017, South Dakota Electric received approval from the first quarterSDPUC on a settlement reached with the SDPUC staff agreeing to a six-year moratorium period effective July 1, 2017. As part of 2016, we commenced constructionthis agreement, South Dakota Electric will not increase base rates, absent an extraordinary event. The moratorium period also includes a suspension of both the $54Transmission Facility Adjustment and the Environmental Improvement Adjustment, and a $1.0 million 230-kV,increase to the annual power marketing margin guarantee during this period. Additionally, existing regulatory asset balances of approximately $13 million related to decommissioning and Winter Storm Atlas will be amortized over the moratorium period. These balances were previously amortized over a 10-year period ending September 30, 2024. The vegetation management regulatory asset of $14 million, previously unamortized, will also be amortized over the moratorium period. The change in amortization periods for these costs will increase annual amortization expense by approximately $2.7 million.

The June 16, 2017 settlement had no impact to base rates. The following table illustrates information about certain enacted regulatory provisions with respect to South Dakota Electric:
JurisdictionAuthorized Rate of Return on EquityAuthorized Return on Rate BaseAuthorized Capital Structure Debt/EquityEffective DateTariffs and Rate MattersPercentage of Power Marketing Profit Shared with Customers
SDGlobal Settlement7.76%Global Settlement10/2014ECA,TCA, Energy Efficiency Cost Recovery/ DSM70%

Transmission

Construction was completed on the 144 mile-long transmission line that will connectconnecting the Teckla Substation in northeast Wyoming to the Lange Substation near Rapid City, South Dakota. The first segment of this project connecting Teckla to Osage, WY was energizedplaced in service on August 31, 2016. The second segment of the project is expectedconnecting Osage to beLange was placed in service inon May 30, 2017.

Tax Matters - Potential Corporate Tax Reform

President Trump and Congressional Republicans have stated that one of their top priorities is enactment of comprehensive tax reform.  On November 2, 2017, the first halfHouse Ways and Means Committee released its tax reform bill. Significant uncertainty exists as to the ultimate legislation that will be enacted into law.  We are evaluating the proposed legislation; any impact on our future results of 2017.operations, financial position and cash flows as a result of the potential changes cannot yet be determined and such changes could be material.

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 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 power purchases, 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.



The following tables provide certain financial information and operating statistics:

Three Months Ended March 31,Three Months Ended September 30,Nine Months Ended September 30,
20172016Variance20172016Variance20172016Variance
(in thousands)(in thousands)
Revenue$73,794
$68,642
$5,152
$73,938
$66,728
$7,210
$213,785
$197,389
$16,396
Fuel and purchased power23,149
20,730
2,419
22,843
18,421
4,422
64,604
55,375
9,229
Gross margin50,645
47,912
2,733
51,095
48,307
2,788
149,181
142,014
7,167
  
Operating expenses27,269
27,132
137
27,397
25,897
1,500
84,395
79,888
4,507
Operating income23,376
20,780
2,596
23,698
22,410
1,288
64,786
62,126
2,660
  
Interest income (expense), net(5,437)(5,029)(408)(4,779)(4,625)(154)(15,216)(14,478)(738)
Other income (expense), net418
497
(79)679
654
25
1,745
1,670
75
Income tax expense(5,787)(5,062)(725)(5,772)(6,429)657
(15,632)(16,316)684
Net income$12,570
$11,186
$1,384
$13,826
$12,010
$1,816
$35,683
$33,002
$2,681



Three Months Ended March 31,September 30, 2017 Compared to Three Months Ended March 31,September 30, 2016. Net income was $13$14 million compared to $11$12 million for the same period in the prior year primarily due to the following:

Gross margin increased over the prior year reflecting a $2.8 million increase in rider revenues primarily duerelated to transmission investment recovery. Higher cooling degree days were offset by lower usage per customer and lower commercial and industrial demand. Cooling degree days were 11% higher transmission revenue and colder weather asthan normal in the current year compared to 18% lower than normal for the same period in the prior year.

Operating expenses were comparableincreased primarily due to higher employee costs as a result of prior year integration activities and transition expenses charged to our Parent Company related to its prior year acquisition of SourceGas, increased amortization expenses as a result of the same period in the prior year.SDPUC settlement, and increased maintenance costs from outages.

Interest expense, net was comparable to the same period in the prior year.

Other and other income, net waswere comparable to the same period in the prior year.

Income tax expense: The effective tax rate was lower than the prior year, primarily due to higher flow-through benefits in the current year.

Nine Months Ended September 30, 2017 Compared to Nine Months Ended September 30, 2016. Net income was $36 million compared to $33 million for the same period in the prior year primarily due to the following:

Gross margin increased over the prior year reflecting a $4.0 million increase in rider revenues primarily related to transmission investment recovery. Higher cooling degree days were slightly offset by lower usage per customer and lower commercial and industrial demand. Cooling degree days were 12% higher than normal in the current year compared to 3% lower than normal for the same period in the prior year.

Operating expenses increased primarily due to higher employee costs as a result of prior year integration activities and transition expenses charged to our Parent Company related to its prior year acquisition of SourceGas, increased amortization expenses as a result of the SDPUC settlement, and increased maintenance costs from higher outages.

Interest expense, net and other income, net were comparable to the same period in the prior year.

Income tax expense: The effective tax rate was lower than the prior year, primarily due to higher flow-through benefits in the current year.




Electric Revenue by Customer TypeElectric Revenue by Customer Type
Three Months Ended March 31,Three Months Ended September 30, Nine Months Ended September 30,
(in thousands)(in thousands)
2017 Percentage Change 20162017 Percentage Change 2016 2017 Percentage Change 2016
Residential$20,071
 4% $19,315
$18,020
 3% $17,501
 $53,724
 1% $53,057
Commercial24,291
 3% 23,589
25,459
 (1)% 25,714
 72,608
 (1)% 73,026
Industrial8,454
 (1)% 8,501
8,149
 (2)% 8,275
 24,774
 1% 24,540
Municipal836
 1% 831
1,071
 2% 1,053
 2,849
 —% 2,844
Total retail revenue53,652
 3% 52,236
52,699
 —% 52,543
 153,955
 —% 153,467
Contract wholesale (a)
7,843
 88% 4,174
8,048
 75% 4,596
 22,593
 78% 12,717
Wholesale off-system (b)
3,833
 (16)% 4,586
4,787
 20% 3,984
 11,044
 (2)% 11,304
Other revenue(c)8,466
 11% 7,646
8,404
 50% 5,605
 26,193
 32% 19,901
Total revenue$73,794
 8% $68,642
$73,938
 11% $66,728
 $213,785
 8% $197,389
____________________
(a)Increase for the three and nine months ended September 30, 2017 was primarily due to a new 50 MW power sales agreement effective January 1, 2017.
(b)Increase for three months ended September 30, 2017 was driven by higher commodity prices on similar MWh quantities sold. For the nine months ended September 30, 2017 higher commodity prices primarily offset lower MWh quantities sold.
(c)Increase from the prior year is primarily due to higher transmission revenues.


 Megawatt Hours Sold by Customer Type
 Three Months Ended September 30, Nine Months Ended September 30,
 2017 Percentage Change 2016 2017 Percentage Change 2016
Residential129,616
 5% 124,012
 386,709
 1% 381,616
Commercial212,773
 —% 213,276
 582,899
 (2)% 592,371
Industrial109,745
 —% 110,220
 323,038
 1% 320,861
Municipal10,156
 2% 9,927
 25,865
 —% 25,855
Total retail quantity sold462,290
 1% 457,435
 1,318,511
 —% 1,320,703
Contract wholesale (a)
185,723
 197% 62,547
 537,720
 195% 182,087
Wholesale off-system (b)
130,825
 2% 128,415
 388,287
 (12)% 438,852
Total quantity sold778,838
 20% 648,397
 2,244,518
 16% 1,941,642
Losses and company use (c)
56,447
 36% 41,585
 155,477
 40% 111,437
Total energy835,285
 21% 689,982
 2,399,995
 17% 2,053,079
____________________
(a)Increase for the three and nine months ended September 30, 2017 was primarily due to a new power-sales50 MW power sales agreement which was effective January 1, 2017.
(b)Decrease in 2017 revenue was primarily driven by commodity prices that impacted power marketing sales.
(c)Includes company uses, line losses, and excess exchange production.




 Megawatt Hours Sold by Customer Type
 Three Months Ended March 31,
 2017 Percentage Change 2016
Residential149,572
 5% 142,753
Commercial196,406
 4% 188,888
Industrial109,796
 2% 108,021
Municipal7,605
 2% 7,441
Total retail quantity sold463,379
 4% 447,103
Contract wholesale (a)
186,116
 193% 63,453
Wholesale off-system (b)
154,496
 (20)% 193,373
Total quantity sold803,991
 14% 703,929
Losses and company use41,841
 6% 39,324
Total energy845,832
 14% 743,253
 Megawatt Hours Generated and Purchased
 Three Months Ended September 30, Nine Months Ended September 30,
Generated -2017 Percentage Change 2016 2017 Percentage Change 2016
Coal-fired423,766
 6% 401,231
 1,101,291
 4% 1,054,264
Natural Gas and Oil (a) 
54,466
 31% 41,654
 75,840
 (22)% 96,649
Total generated478,232
 8% 442,885
 1,177,131
 2% 1,150,913
            
Total purchased (b)
357,053
 44% 247,097
 1,222,864
 36% 902,166
Total generated and purchased (b)
835,285
 21% 689,982
 2,399,995
 17% 2,053,079
____________________
(a)Effective January 1,Variances for the three and nine months ended September 30, 2017 we have an energy sales agreement with Cargill through December 31, 2021compared to supply 50 MW of energy during heavy and light load timing intervals.
(b)Decreasethe same periods in 2017 sales wasthe prior year are driven primarily driven by commodity prices that impacted power marketing sales.



 Megawatt Hours Generated and Purchased
 Three Months Ended March 31,
Generated -2017 Percentage Change 2016
Coal-fired387,985
 —% 388,001
Gas-fired (a) 
10,350
 (33)% 15,562
Total generated398,335
 (1)% 403,563
      
Total purchased (b)
447,497
 32% 339,690
Total generated and purchased (b)
845,832
 14% 743,253
____________________
(a)Decrease is primarily due to the ability to purchase excess generation in the open market at a lower or higher cost than to generate for the three months ended March 31, 2017.generate.
(b)Increase in 2017 is primarily driven by resource needs from a new 50 MW power sales agreement with Cargill, effective January 1, 2017.

Power Plant AvailabilityPower Plant Availability
Three Months Ended March 31,Three Months Ended September 30,Nine Months Ended September 30,
20172016201720162017 2016
Coal-fired plants (a)
89.2% 92.4% 97.5% 92.8% 84.8% 83.2%
Other plants99.4% 98.3% 93.7% 97.7% 97.0% 98.4%
Total availability94.6% 95.8% 95.5% 95.6% 91.3% 91.8%
____________________
(a)Decrease is primarily due toBoth years included outages. 2017 included planned outages at Neil Simpson II, Wyodak and Wygen II, and 2016 included a planned outage at Neil Simpson II during the three months ended March 31, 2017.Wygen III and an extended planned outage at Wyodak.


 Degree Days
 Three Months Ended March 31,
 2017 2016
 ActualVariance from 30-year Average ActualVariance from 30-year Average
      
Heating degree days3,130
(3)% 2,806
(13)%
 Degree Days Degree Days
 Three Months Ended September 30, Nine Months Ended September 30,
 2017 2016 2017 2016
 ActualVariance from 30-year Average ActualVariance from 30-year Average ActualVariance from 30-year Average ActualVariance from 30-year Average
            
Heating degree days202
(10)% 161
(23)% 4,242
(5)% 3,844
(13)%
Cooling degree days595
11 % 460
(18)% 709
12 % 646
(3)%

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 March 31,September 30, 2017:

Rating AgencySecured Rating
S&PA-
Moody’sA1
FitchA



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 2016 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, 2016.

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 March 31,September 30, 2017. Based on their evaluation, they have concluded that our disclosure controls and procedures were effective as of March 31,September 30, 2017.

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 March 31,September 30, 2017,, 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.



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 2016 Annual Report on Form 10-K and Note 8 of our Notes to Condensed Financial Statements in this Quarterly Report on Form 10-Q, which information from Note 8 is incorporated by reference into this item.


Item 1A.Risk Factors

There are no material changes to the Risk Factors previously disclosed in Item 1A of Part I in our Annual Report on Form 10-K for the year ended December 31, 2016.


Item 6.Exhibits

Exhibit 3.1*

Exhibit 3.2*

Exhibit 4.1*

Exhibit 31.1

Exhibit 31.2

Exhibit 32.1

Exhibit 32.2

Exhibit 101Financial Statements for XBRL Format
_________________________
*Previously filed as part of the filing indicated and incorporated by reference herein.




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/ DAVID R. EMERY
David R. Emery, Chairman
and Chief Executive Officer


/S/ RICHARD W. KINZLEY
Richard W. Kinzley, Senior Vice President
and Chief Financial Officer

Dated: May 8,November 3, 2017




EXHIBIT INDEX


Exhibit NumberDescription

Exhibit 3.1*Restated Articles of Incorporation of the Registrant dated March 30, 2015 (filed as Exhibit 3.1 to Registrant’s Form 10-Q for the quarterly period ended March 31, 2015).

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 31.1Certification 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 31.2Certification 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 32.1Certification 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 32.2Certification 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.

Exhibit 101Financial Statements for XBRL Format
_________________________
*Previously filed as part of the filing indicated and incorporated by reference herein.


2021