File No. 70-10237

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

CERTIFICATE OF NOTIFICATION

(RULE 24)

IN THE MATTER

OF

BLACK HILLS CORPORATION

File No. 70-10237

(Public Utility Holding Company Act of 1935)

This Certificate of Notification is filed by Black Hills Corporation (“Black Hills” or “Company”), a South Dakota corporation, pursuant to Rule 24 of the General Rules and Regulations under the Public Utility Holding Company Act of 1935, as amended. Such filing is made pursuant to Black Hills’ Form U-1/A Amendment No. 2 Amended and Restated Application-Declaration, (the “Application-Declaration”), and the order of the Securities and Exchange Commission (the “Commission”) dated December 28, 2004 (Holding Company Act Release No. 35-27931) (the “Order”) in the above referenced file. The Order directed that Black Hills file with the Commission certificates pursuant to Rule 24 on a quarterly basis within 60 days from the end of the first three quarters and within 90 days from the end of the last calendar quarter. This certificate reports transactions from April 1, 2005 through June 30, 2005 (the “Second Quarter”).

(a)

The sales of any Common Stock or Preferred Securities and the purchase price per share and the market price per share at the date of the agreement of sale;

 

None

 

(b)

The total number of shares of Common Stock issued or issuable under options granted during the quarter under employee benefit plans and dividend reinvestment plans (including any later adopted employee benefit plans or dividend reinvestment plans);

 

Shares of Common Stock issued or issuable under options granted during the quarter ended June 30, 2005, under employee benefit plans was as follows:

 

•

The Company granted 2,000 stock options at a weighted-average exercise price of $37.39 per share.

 

 

1

 

 

 

•

192,476 stock options were exercised at a weighted-average price of $23.39 per share.

 

•

The Company acquired 11,964 shares of treasury stock related to the share withholding provisions of the Restricted Stock Plan for the payment of taxes associated with the vesting of shares of restricted stock for certain officers and key employees.

 

•

The Company issued 9,557 shares as a payout of Board of Directors Common Stock Equivalents upon a director’s retirement.

 

No new shares of Common Stock were issued during the quarter ended June 30, 2005 under Black Hills’ dividend reinvestment plan. All shares issued were open market purchases.

 

(c)

If Common Stock has been transferred to a seller of securities of a company being acquired, the number of shares so issued, the value per share and whether the shares are restricted in the hands of the acquirer;

 

None

 

(d)

If a guarantee is issued during the quarter, the name of the guarantor, the name of the beneficiary of the guarantee and the amount, terms and purpose of the guarantee;

 

None

 

(e)

The amount and terms of any Black Hills indebtedness issued during the quarter;

 

Information regarding Black Hills’ long-term indebtedness issued during the quarter ended June 30, 2005 is available in Item 1 “Financial Statements,” Note 11, “Changes in Long-term Debt” in Black Hills’ Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2005, File No. 001-31303, which is incorporated herein by reference.

 

Black Hills borrows and repays short-term debt on an on-going basis. As of June 30, 2005, Black Hills had $13.0 million of borrowings outstanding on its revolving credit facilities.

 

(f)

The amount and terms of any Short-Term Debt issued by any Utility Subsidiary during the quarter;

 

None

 

 

2

 

 

 

(g)

The amount and terms of any financings consummated by any Nonutility Subsidiary not exempt under rule 52;

 

None

 

(h)

The notional amount and principal terms of any Hedge Instruments or Anticipatory Hedges entered into during the quarter and the identity of the counterparties;

 

None

 

(i)

The name, parent company and amount invested in any Intermediate Subsidiary or Financing Subsidiary during the quarter and the amount and terms of any securities issued by those Subsidiaries during the quarter;

 

None

 

(j)

A list of U-6B-2 forms filed with the Commission during the quarter, including the name of the filing entity and the date of filing;

 

Black Hills Corporation

5/27/05

 

(k)

Consolidated balance sheets as of the end of the quarter and separate balance sheets as of the end of the quarter for each company that has engaged in jurisdictional financing transactions during the quarter;

 

The consolidated balance sheet of Black Hills as of June 30, 2005 is available in Black Hills’ Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2005, File No. 001-31303, which is incorporated herein by reference.

 

There were no companies that entered into jurisdictional financing transactions during the quarter.

 

 

3

 

 

 

(l)

A table showing, as of the end of the quarter, the dollar and percentage components of the capital structure of Black Hills on a consolidated basis and of the Utility Subsidiaries;

 

Black Hills capital structure as of June 30, 2005 (in thousands):

 

Long-term debt

$

674,860

46.5%

Common stock equity

 

743,445

51.3%

Short-term debt

 

24,609

1.7%

Preferred stock

 

7,167

0.5%

 

$

1,450,081

100.0%

 

Black Hills Power capital structure as of June 30, 2005 (in thousands):

 

Common stock equity

$

178,531

51.5%

Long-term debt

 

155,240

44.8%

Short-term debt

 

12,717

3.7%

 

$

346,488

100.0%

 

Cheyenne Light, Fuel & Power Company capital structure as of June 30, 2005 (in thousands):

 

Common stock equity

$

67,299

72.0%

Long-term debt

 

26,141

28.0%

 

$

93,440

100.0%

 

 

 

 

 

 

 

 

 

 

 

4

 

 

 

(m)

A retained earnings analysis of Black Hills on a consolidated basis and of the Company’s Utility Subsidiaries detailing gross earnings, goodwill amortization, dividends paid out of each capital account and the resulting capital account balances at the end of the quarter (in thousands);

 

 

Black Hills

 

 

 

 

Corporation

Black Hills

Cheyenne Light,

Total

 

Consolidated

Power

Fuel & Power

Utility

 

 

 

 

 

 

 

 

 

Retained earnings at

 

 

 

 

 

 

 

 

March 31, 2005

$

327,261

$

113,630

$

512

$

114,142

 

 

 

 

 

 

 

 

 

Earnings for the three

 

 

 

 

 

 

 

 

month period ended

 

 

 

 

 

 

 

 

June 30, 2005

 

14,971

 

3,409

 

643

 

4,052

 

 

 

 

 

 

 

 

 

Common stock dividends

 

(10,455)

 

—

 

—

 

—

 

 

 

 

 

 

 

 

 

Preferred stock dividends

 

(80)

 

—

 

—

 

—

 

 

 

 

 

 

 

 

 

Retained earnings at

 

 

 

 

 

 

 

 

June 30, 2005

$

331,697

$

117,039

$

1,155

$

118,194

 

 

 

 

 

 

 

 

 

Common stock

$

32,812

$

23,416

$

—

$

23,416

Additional paid in capital

 

390,433

 

39,549

 

66,144*

 

105,693

Retained earnings

 

331,697

 

117,039

 

1,155

 

118,194

Treasury stock

 

(1,918)

 

—

 

—

 

—

Accumulated other

 

 

 

 

 

 

 

 

comprehensive loss

 

(9,579)

 

(1,473)

 

—

 

(1,473)

Total common equity at

 

 

 

 

 

 

 

 

June 30, 2005

$

743,445

$

178,531

$

67,299

$

245,830

___________________

*

The Company acquired Cheyenne Light, Fuel and Power Company on January 21, 2005. The purchase price has been revised by approximately $(2.2) million to reflect a recent revision to the estimated working capital adjustment included in the purchase payment on the date of the transaction closing.

 

 

(n)

Future registration statements filed under the 33 Act for securities subject to the Application will be filed or incorporated by reference as exhibits to the next certificate filed under rule 24; and

 

Registration Statement on Form S-8, File Number 333-125697, filed June 10, 2005.

 

 

5

 

 

 

(o)

Black Hills’ rule 53 undertakings addressing:

 

(1)

a computation in accordance with rule 53(a) setting forth Black Hills’ “aggregate investment” in all EWGs and FUCOs, its “consolidated retained earnings,” and a calculation of the amount remaining under the Aggregate EWG/FUCO Limit as then in effect (in thousands);

 

Average consolidated retained earnings at June 30, 2005

$

323,407

 

 

 

Aggregate investment in EWGs at June 30, 2005

$

644,934

 

 

 

Aggregate EWG financing authority

 

1,400,000

 

 

 

Amount remaining under Aggregate EWG/FUCO Limit

$

755,066

 

(2)

a breakdown showing Black Hills’ aggregate investment in each individual EWG/FUCO project under the Aggregate EWG/FUCO Limit;

 

Investment in EWGs at June 30, 2005

 

 

 

 

 

Black Hills Colorado, LLC

$

181,297

Harbor Cogeneration Company, LLC

 

38,363

Las Vegas Cogeneration II, LLC

 

113,969

Black Hills Wyoming, Inc.

 

134,575

EIF Investors, Inc.*

 

4,075

Fountain Valley Power, LLC

 

172,655

 

 

 

 

$

644,934

___________________

*EIF Investors, Inc. is a non-utility subsidiary that owns interests in EWGs.

 

(3)

consolidated capitalization ratio of Black Hills as of the end of that quarter, with consolidated debt to include all Short-Term Debt and non-recourse debt of all EWGs and FUCOs;

 

Information regarding the consolidated capitalization ratio of Black Hills as of June 30, 2005, with consolidated debt to include all Short-Term Debt and non-recourse debt of all EWGs and FUCOs is provided in response to (l) above.

 

(4)

the market-to-book ratio of Common Stock;

 

Market-to-book ratio at June 30, 2005 was 1.62.

 

 

6

 

 

 

(5)

identification of any new EWG/FUCO project under the Aggregate EWG/FUCO Limit in which Black Hills has invested or committed to invest during the preceding quarter;

 

None.

 

(6)

analysis of the growth in consolidated retained earnings which segregates total earnings growth of EWGs and FUCOs from that attributable to other Subsidiaries of Black Hills (in thousands); and

 

 

Black Hills Corporation

 

Consolidated

 

 

 

Retained earnings at March 31, 2005

$

327,261

 

 

 

Earnings (losses) for the three month period

 

 

ended June 30, 2005:

 

 

 

 

 

Black Hills Corporation

 

(7,633)

 

 

 

Subsidiary earnings (excluding earnings from EWGs)

 

7,360

 

 

 

EWG earnings

 

15,244

 

 

 

Dividends paid

 

(10,535)

 

 

 

Retained earnings at June 30, 2005

$

331,697

 

(7)

a statement of revenues and net income for each EWG and FUCO for the twelve months ending as of the end of that quarter.

 

The statement of revenues and net income for each EWG for the twelve months ending June 30, 2005 is being filed in paper under cover of Form SE and confidential treatment is being requested pursuant to Rule 104(b), 17 C.F.R. § 250-104(b).

 

Black Hills currently has no investments in FUCOs.

 

 

7

 

 

 

Pursuant to the requirements of the Public Utility Holding Company Act of 1935, as amended, the undersigned company has duly caused this Statement to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

 

 

Date:

 

August 26, 2005

 

Black Hills Corporation

 

 

 

 

 

 

 

 

 

By: /s/ Mark T. Thies

Mark T. Thies
Executive Vice President

and Chief Financial Officer

 

 

 

8