XML 34 R18.htm IDEA: XBRL DOCUMENT
v3.22.0.1

Financing: | 12 Months Ended
--- | ---
Dec. 31, 2021
Debt Disclosure [Abstract] |
Financing | FINANCING Short-term debt We had the following Notes payable outstanding at the Consolidated Balance Sheets date (in thousands):
| December 31, 2021 | December 31, 2020
| Balance Outstanding | Letters of Credit (a) | Balance Outstanding | Letters of Credit (a)
Revolving Credit Facility | $ | — |  | $ | 27,209 |  | $ | — |  | $ | 24,730 |
CP Program | 420,180 |  | — |  | 234,040 |  | — |
Total | $ | 420,180 |  | $ | 27,209 |  | $ | 234,040 |  | $ | 24,730 |
____________________ (a) Letters of credit are off-balance sheet commitments that reduce the borrowing capacity available on our corporate Revolving Credit Facility. Revolving Credit Facility and CP Program On July 19, 2021, we amended and restated our corporate Revolving Credit Facility, maintaining total commitments of $750 million and extending the term through July 19, 2026 with two one year extension options (subject to consent from lenders). This Revolving Credit Facility is similar to the former revolving credit facility, which includes an accordion feature that allows us to increase total commitments up to $1.0 billion with the consent of the administrative agent, the issuing agents and each bank increasing or providing a new commitment. Borrowings continue to be available under a base rate or various Eurodollar rate options. The interest costs associated with the letters of credit or borrowings and the commitment fee under the Revolving Credit Facility are determined based upon our Corporate credit rating from S&P, Fitch and Moody's for our senior unsecured long-term debt. Based on our current credit ratings, the margins for base rate borrowings, Eurodollar borrowings and letters of credit were 0.125%, 1.125% and 1.125%, respectively, at December 31, 2021. Based on our credit ratings, a 0.175% commitment fee was charged on the unused amount at December 31, 2021. We have a $750 million, unsecured CP Program that is backstopped by the Revolving Credit Facility. Amounts outstanding under the Revolving Credit Facility and the CP Program, either individually or in the aggregate, cannot exceed $750 million. The notes issued under the CP Program may have maturities not to exceed 397 days from the date of issuance and bear interest (or are sold at par less a discount representing an interest factor) based on, among other things, the size and maturity date of the note, the frequency of the issuance and our credit ratings. Under the CP Program, any borrowings rank equally with our unsecured debt. Notes under the CP Program are not registered and are offered and issued pursuant to a registration exemption. Our net short-term borrowings (payments) during 2021 were $186 million. As of December 31, 2021, the weighted average interest rate on short-term borrowings was 0.30%. Total accumulated deferred financing costs on the Revolving Credit Facility of $8.9 million are being amortized over its estimated useful life and were included in Interest expense on the accompanying Consolidated Statements of Income. See below for additional details. Term Loan On February 24, 2021, we entered into a nine-month, $800 million unsecured term loan to provide additional liquidity and to meet our cash needs related to the incremental fuel, purchased power and natural gas costs from Winter Storm Uri. The term loan, carried no prepayment penalty and was subject to the same covenant requirements as our Revolving Credit Facility. We repaid $200 million of this term loan in the first quarter of 2021. Proceeds from the August 26, 2021 public debt offering (discussed below) were used to repay the remaining balance on this term loan. Long-term debt Long-term debt outstanding was as follows (dollars in thousands):
|  | Interest Rate at | Balance Outstanding
| Due Date | December 31, 2021 | December 31, 2021 | December 31, 2020
Corporate |  |  |  |
Senior unsecured notes due 2023 | November 30, 2023 | 4.25% | $ | 525,000 |  | $ | 525,000 |
Senior unsecured notes due 2024 | August 23, 2024 | 1.04% | 600,000 |  | — |
Senior unsecured notes due 2026 | January 15, 2026 | 3.95% | 300,000 |  | 300,000 |
Senior unsecured notes due 2027 | January 15, 2027 | 3.15% | 400,000 |  | 400,000 |
Senior unsecured notes, due 2029 | October 15, 2029 | 3.05% | 400,000 |  | 400,000 |
Senior unsecured notes, due 2030 | June 15, 2030 | 2.50% | 400,000 |  | 400,000 |
Senior unsecured notes due 2033 | May 1, 2033 | 4.35% | 400,000 |  | 400,000 |
Senior unsecured notes, due 2046 | September 15, 2046 | 4.20% | 300,000 |  | 300,000 |
Senior unsecured notes, due 2049 | October 15, 2049 | 3.88% | 300,000 |  | 300,000 |
Corporate term loan due 2021 | June 7, 2021 | N/A | — |  | 1,436 |
Total Corporate debt |  |  | 3,625,000 |  | 3,026,436 |
Less unamortized debt discount |  |  | (6,125) |  | (7,013) |
Total Corporate debt, net |  |  | 3,618,875 |  | 3,019,423 |
South Dakota Electric |  |  |  |
First Mortgage Bonds due 2032 | August 15, 2032 | 7.23% | 75,000 |  | 75,000 |
First Mortgage Bonds due 2039 | November 1, 2039 | 6.13% | 180,000 |  | 180,000 |
First Mortgage Bonds due 2044 | October 20, 2044 | 4.43% | 85,000 |  | 85,000 |
Total South Dakota Electric debt |  |  | 340,000 |  | 340,000 |
Less unamortized debt discount |  |  | (74) |  | (78) |
Total South Dakota Electric debt, net |  |  | 339,926 |  | 339,922 |
Wyoming Electric |  |  |  |
Industrial development revenue bonds due 2021(a) | September 1, 2021 | N/A | — |  | 7,000 |
Industrial development revenue bonds due 2027(a) (b) | March 1, 2027 | 0.15% | 10,000 |  | 10,000 |
First Mortgage Bonds due 2037 | November 20, 2037 | 6.67% | 110,000 |  | 110,000 |
First Mortgage Bonds due 2044 | October 20, 2044 | 4.53% | 75,000 |  | 75,000 |
Total Wyoming Electric debt |  |  | 195,000 |  | 202,000 |
Less unamortized debt discount |  |  | — |  | — |
Total Wyoming Electric debt, net |  |  | 195,000 |  | 202,000 |
Total long-term debt |  |  | 4,153,801 |  | 3,561,345 |
Less current maturities |  |  | — |  | 8,436 |
Less unamortized deferred financing costs (c) |  |  | 26,878 |  | 24,809 |
Long-term debt, net of current maturities and deferred financing costs |  |  | $ | 4,126,923 |  | $ | 3,528,100 |
____________________ (a) Variable interest rate. (b) A reimbursement agreement is in place with Wells Fargo on behalf of Wyoming Electric for the 2009A bonds of $10 million due March 1, 2027. In the case of default, we hold the assumption of liability for drawings on Wyoming Electric’s Letter of Credit attached to these bonds. (c) Includes deferred financing costs associated with our Revolving Credit Facility of $2.5 million and $1.0 million as of December 31, 2021 and December 31, 2020, respectively. Scheduled maturities of long-term debt, excluding amortization of premiums or discounts, for future years are (in thousands):
2022 | $ | — |
2023 | $ | 525,000 |
2024 | $ | 600,000 |
2025 | $ | — |
2026 | $ | 300,000 |
Thereafter | $ | 2,735,000 |
Our debt securities contain certain restrictive financial covenants, all of which the Company and its subsidiaries were in compliance with at December 31, 2021. See below for additional information. Substantially all of the tangible utility property of South Dakota Electric and Wyoming Electric is subject to the lien of indentures securing their first mortgage bonds. First mortgage bonds of South Dakota Electric and Wyoming Electric may be issued in amounts limited by property, earnings and other provisions of the mortgage indentures. Amortization of Deferred Financing Costs Our deferred financing costs and associated amortization expense included in Interest expense on the accompanying Consolidated Statements of Income were as follows (in thousands):
Deferred Financing Costs Remaining at |  | Amortization Expense for the years ended December 31,
December 31, 2021 |  | 2021 | 2020 | 2019
$ | 26,878 |  |  | $ | 3,769 |  | $ | 3,272 |  | $ | 3,242 |
Debt Transactions On August 26, 2021, we completed a public debt offering which consisted of $600 million, 1.037% three-year senior unsecured notes due August 23, 2024. The notes include an optional redemption provision and may be redeemed, in whole or in part, without premium, on or after February 23, 2022. The proceeds from the offering, which were net of $3.7 million of deferred financing costs, were used to repay amounts outstanding under our term loan entered into on February 24, 2021. On June 17, 2020, we completed a public debt offering which consisted of $400 million of 2.50% 10-year senior unsecured notes due June 15, 2030. The proceeds were used to repay short-term debt and for working capital and general corporate purposes. Debt Covenants Revolving Credit Facility Under our Revolving Credit Facility, we are required to maintain a Consolidated Indebtedness to Capitalization Ratio not to exceed 0.65 to 1.00. Subject to applicable cure periods, a violation of any of these covenants would constitute an event of default that entitles the lenders to terminate their remaining commitments and accelerate all principal and interest outstanding. We were in compliance with our covenants at December 31, 2021 as shown below:
| As of December 31, 2021 |  | Covenant Requirement
Consolidated Indebtedness to Capitalization Ratio | 62.1% |  | Less than | 65%
Wyoming Electric Covenants within Wyoming Electric's financing agreements require Wyoming Electric to maintain a debt to capitalization ratio of no more than 0.60 to 1.00. As of December 31, 2021, we were in compliance with these financial covenants. Dividend Restrictions Our Revolving Credit Facility and other debt obligations contain restrictions on the payment of cash dividends when a default or event of default occurs. Due to our holding company structure, substantially all of our operating cash flows are provided by dividends paid or distributions made by our subsidiaries. The cash to pay dividends to our shareholders is derived from these cash flows. As a result, certain statutory limitations or regulatory or financing agreements could affect the levels of distributions allowed to be made by our subsidiaries. Our Utilities are generally limited to the amount of dividends allowed to be paid to our utility holding company under the Federal Power Act and settlement agreements with state regulatory jurisdictions. As of December 31, 2021, the amount of restricted net assets at our Utilities that may not be distributed to our utility holding company in the form of a loan or dividend was approximately $155 million. South Dakota Electric and Wyoming Electric are generally limited to the amount of dividends allowed to be paid to our utility holding company under certain financing agreements. Equity At-the-Market Equity Offering Program On August 3, 2020, we filed a shelf registration and DRSPP with the SEC. In conjunction with these shelf filings, we renewed the ATM. The renewed ATM program, which allows us to sell shares of our common stock, is the same as the prior program other than the aggregate value increased from $300 million to $400 million and a forward sales option was incorporated. This forward sales option allows us to sell our shares through the ATM program at the current trading price without actually issuing any shares to satisfy the sale until a future date. Under the ATM, shares may be offered from time to time pursuant to a sales agreement dated August 3, 2020. Shares of common stock are offered pursuant to our shelf registration statement filed with the SEC. During the twelve months ended December 31, 2021, we issued a total of 1,812,197 shares of common stock under the ATM for $119 million, net of $1.1 million in issuance costs. We did not issue any shares of common stock under the ATM during the twelve months ended December 31, 2020. During the twelve months ended December 31, 2019, we issued a total of 1,328,332 shares of common stock under the ATM for $99 million, net of $1.2 million in issuance costs. February 2020 Equity Issuance On February 27, 2020, we issued 1.2 million shares of common stock to a single investor through an underwritten registered transaction at a price of $81.77 per share for proceeds of $99 million, net of $1.0 million of issuance costs. The shares of common stock were offered pursuant to our shelf registration statement filed with the SEC. Shareholder Dividend Reinvestment and Stock Purchase Plan We have a DRSPP under which shareholders may purchase additional shares of common stock through dividend reinvestment and/or optional cash payments at 100% of the recent average market price. We have the option of issuing new shares or purchasing the shares on the open market. We issued new shares until March 1, 2018, after which we began purchasing shares on the open market. At December 31, 2021, there were 116,306 shares of unissued stock available for future offering under the DRSPP. Preferred Stock Our articles of incorporation authorize the issuance of 25 million shares of preferred stock of which we had no shares of preferred stock outstanding as of December 31, 2021 and 2020.

X
- References No definition available. + Details
Name: | us-gaap_DebtDisclosureAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -URI http://asc.fasb.org/topic&trid=2208564 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1B -Subparagraph (h) -URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1C -Subparagraph (c) -URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1I -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1I -Subparagraph (d) -URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611 Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(c)) -URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690 Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1B -Subparagraph (g) -URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611 Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1C -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611 Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1C -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611 Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1E -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611 Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1B -URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611 Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1I -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611 Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1B -Subparagraph (i) -URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611 + Details
Name: | us-gaap_DebtDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration