UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1999
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Exact name of registrants as
specified in their charters, state I.R.S. Employer
Commission of incorporation, address of Identification
File Number principal executive offices, and Number
telephone number
1-14465 IDACORP, Inc. 82-0505802
1-3198 Idaho Power Company 82-0130980
1221 W. Idaho Street
Boise, ID 83702-5627
Telephone: (208) 388-2200
State of Incorporation: Idaho
Web site: www.idacorpinc.com
None
Former name, former address and former fiscal year, if changed
since last report.
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
Number of shares of Common Stock outstanding as of June 30, 1999:
IDACORP, Inc.: 37,612,351
Idaho Power Company: 37,612,351 shares, all of which are held by
IDACORP,Inc.
INDEX
Page
Definitions 2
Part I. Financial Information:
Item 1. Financial Statements
IDACORP, Inc:
Consolidated Statements of Income 3-4
Consolidated Balance Sheets 5-6
Consolidated Statements of Capitalization 7
Consolidated Statements of Cash Flows 8
Notes to Consolidated Financial Statements 9-13
Independent Accountants' Report 14
Idaho Power Company:
Consolidated Statements of Income 15-16
Consolidated Balance Sheets 17-18
Consolidated Statements of Capitalization 19
Consolidated Statements of Cash Flows 20
Notes to Consolidated Financial Statements 21-22
Independent Accountants' Report 23
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 24-31
Part II. Other Information:
Item 4. Submission of Matters to a Vote of Security
Holders 32-33
Item 6. Exhibits and Reports on Form 8-K 34-37
Signatures 38-39
DEFINITIONS
FASB Financial Accounting Standards Board
FERC Federal EnergyRegulatory Commission
IPUC Idaho Public Utilities Commission
KWh kilowatt-hour
MAF Million Acre-Feet
MMbtu Million British Thermal Units
MWh Megawatt-hour
OPUC Oregon PublicUtilities Commission
PCA Power Cost Adjustment
PUCN Public UtilityCommission of Nevada
REA Rural Electrification Administration
SFAS Statement ofFinancial Accounting Standards
FORWARD LOOKING INFORMATION
This Form 10-Q contains "forward-looking statements" intended to
qualify for safe harbor from liability established by the
Private Securities Litigation Reform Act of 1995. Forward-
looking statements should be read with the cautionary statements
and important factors included in this Form 10-Q at Part I, Item
2. Management's Discussion and Analysis of Financial Condition
and Results Of Operations-Forward-Looking Information. Forward-
looking statements are all statements other than statements of
historical fact, including without limitation those that are
identified by the use of the words "anticipates," "estimates,"
"expects," "intends," "plans," "predicts," and similar
expressions and include, but are not limited to, statements
under the heading "Other Matters" concerning the outcome of
IDACORP, Inc.'s and Idaho Power Company's Year 2000 efforts.
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
IDACORP, Inc.
Consolidated Statements of Income
Three Months Ended June 30,
1999 1998
(Thousands of Dollars except
for per share amounts)
REVENUES:
General business $ 129,530 $ 120,997
Off-system sales 29,520 38,487
Other revenues 6,022 7,648
Total revenues 165,072 167,132
EXPENSES:
Operation:
Purchased power 22,527 25,242
Fuel expense 18,854 14,303
Power cost adjustment 6,192 13,814
Other 41,196 38,606
Maintenance 11,499 11,525
Depreciation 19,404 19,044
Taxes other than income taxes 5,676 5,501
Total expenses 125,348 128,035
INCOME FROM OPERATIONS 39,724 39,097
OTHER INCOME:
Allowance for equity funds
used during construction 230 24
Energy trading activities - Net 7,096 3,198
Other - Net 1,893 3,503
Total other income 9,219 6,725
INTEREST EXPENSE AND OTHER:
Interest on long-term debt 13,758 13,060
Other interest 2,200 2,060
Allowance for borrowed funds
used during construction (134) (279)
Preferred dividends of Idaho
Power Company 1,352 1,417
Total interest expense and
other 17,176 16,258
INCOME BEFORE INCOME TAXES 31,767 29,564
INCOME TAXES 10,525 9,213
NET INCOME $ 21,242 $ 20,351
AVERAGE COMMON SHARES OUTSTANDING
(000) 37,612 37,612
EARNINGS PER SHARE OF COMMON STOCK
(basic and diluted) $ 0.56 $ 0.54
The accompanying notes are an integral part of these statements.
IDACORP, Inc.
Consolidated Statements of Income
Six Months Ended June 30,
1999 1998
(Thousands of Dollars
except for per share
amounts)
REVENUES:
General business $ 259,222 $ 233,220
Off-system sales 67,031 87,643
Other revenues 12,969 17,182
Total revenues 339,222 338,045
EXPENSES:
Operation:
Purchased power 40,415 52,977
Fuel expense 40,875 35,023
Power cost adjustment 15,198 14,289
Other 73,964 71,553
Maintenance 19,382 20,553
Depreciation 38,575 37,940
Taxes other than income taxes 11,259 10,844
Total expenses 239,668 243,179
INCOME FROM OPERATIONS 99,554 94,866
OTHER INCOME:
Allowance for equity funds used
during construction 387 24
Energy trading activities - Net 7,843 2,870
Other - Net 4,126 5,605
Total other income 12,356 8,499
INTEREST EXPENSE AND OTHER:
Interest on long-term debt 27,153 26,097
Other interest 4,429 4,146
Allowance for borrowed funds
used during construction (358) (440)
Preferred dividends of Idaho
Power Company 2,720 2,822
Total interest expense and
other 33,944 32,625
INCOME BEFORE INCOME TAXES 77,966 70,740
INCOME TAXES 27,224 22,338
NET INCOME $ 50,742 $ 48,402
AVERAGE COMMON SHARES OUTSTANDING
(000) 37,612 37,612
EARNINGS PER SHARE OF
COMMON STOCK (basic and diluted)$ 1.35 $ 1.29
The accompanying notes are an integral part of these statements.
IDACORP, Inc.
Consolidated Balance Sheets
Assets
June 30, December 31,
1999 1998
(Thousands of Dollars)
ELECTRIC PLANT:
In service (at original cost) $ 2,690,424 $ 2,659,441
Accumulated provision for
depreciation (1,042,176) (1,009,387)
In service - Net 1,648,248 1,650,054
Construction work in progress 75,915 59,717
Held for future use 1,742 1,738
Electric plant - Net 1,725,905 1,711,509
INVESTMENTS AND OTHER PROPERTY 139,280 129,437
CURRENT ASSETS:
Cash and cash equivalents 14,671 22,867
Receivables:
Customer 81,123 81,245
Allowance for uncollectible
accounts (1,397) (1,397)
Natural gas 33,120 21,426
Notes 4,679 4,643
Employee notes 4,487 4,510
Other 7,633 6,059
Energy trading assets 82,988 -
Accrued unbilled revenues 33,586 34,610
Materials and supplies (at
average cost) 31,995 30,157
Fuel stock (at average cost) 9,725 7,096
Prepayments 14,511 16,042
Regulatory assets associated with
income taxes 2,965 2,965
Total current assets 320,086 230,223
DEFERRED DEBITS:
American Falls and Milner water
rights 31,585 31,830
Company-owned life insurance 43,672 35,149
Regulatory assets associated with
income taxes 201,850 201,465
Regulatory assets - other 40,495 62,013
Other 50,625 49,994
Total deferred debits 368,227 380,451
TOTAL $ 2,553,498 $ 2,451,620
The accompanying notes are an integral part of these statements.
IDACORP, Inc.
Consolidated Balance Sheets
Capitalization and Liabilities
June 30, December 31,
1999 1998
(Thousands of Dollars)
CAPITALIZATION:
Common stock equity:
Common stock without par value
(shares authorized 120,000,000;
shares outstanding
37,612,351) $ 451,076 $ 451,564
Retained earnings 294,418 278,607
Accumulated other comprehensive
income 226 226
Total common stock equity 745,720 730,397
Preferred stock of Idaho Power
Company 105,919 105,968
Long-term debt 738,547 815,937
Total capitalization 1,590,186 1,652,302
CURRENT LIABILITIES:
Long-term debt due within one
year 86,193 6,029
Notes payable 48,150 38,524
Accounts payable 69,439 73,499
Accounts payable - natural gas 21,075 28,476
Energy trading liabilities 83,017 -
Taxes accrued 27,374 24,785
Interest accrued 18,445 18,365
Deferred income taxes 2,965 2,965
Other 14,973 12,275
Total current liabilities 371,631 204,918
DEFERRED CREDITS:
Regulatory liabilities associated
with deferred investment tax
credits 68,424 69,396
Deferred income taxes 421,271 422,196
Regulatory liabilities associated
with income taxes 28,075 28,075
Regulatory liabilities - other 2,122 4,161
Other 71,789 70,572
Total deferred credits 591,681 594,400
COMMITMENTS AND CONTINGENT
LIABILITIES
TOTAL $ 2,553,498 $ 2,451,620
The accompanying notes are an integral part of these statements.
IDACORP, Inc.
Consolidated Statements of Capitalization
June 30, December 31,
1999 % 1998 %
(Thousands of Dollars)
COMMON STOCK EQUITY:
Common stock $ 451,076 $ 451,564
Retained earnings 294,418 278,607
Accumulated other comprehensive
income 226 226
Total common stock equity 745,720 47 730,397 44
PREFERRED STOCK OF IDAHO POWER
COMPANY:
4% preferred stock 15,919 15,968
7.68% Series, serial preferred
stock 15,000 15,000
7.07% Series, serial preferred
stock 25,000 25,000
Auction rate preferred stock 50,000 50,000
Total preferred stock 105,919 7 105,968 7
LONG-TERM DEBT OF IDAHO POWER
COMPANY:
First mortgage bonds:
8.65% Series due 2000 80,000 80,000
6.93% Series due 2001 30,000 30,000
6.85% Series due 2002 27,000 27,000
6.40% Series due 2003 80,000 80,000
8 % Series due 2004 50,000 50,000
5.83% Series due 2005 60,000 60,000
Maturing 2021 through 2031 with
rates ranging from 7.5% to
9.52% 230,000 230,000
Total first mortgage bonds 557,000 557,000
Amount due within one year (80,000) -
Net first mortgage bonds 477,000 557,000
Pollution control revenue bonds:
7 1/4% Series due 2008 4,360 4,360
8.30 % Series 1984 due 2014 49,800 49,800
6.05 % Series 1996A due 2026 68,100 68,100
Variable Rate Series 1996B due
2026 24,200 24,200
Variable Rate Series 1996C due
2026 24,000 24,000
Total pollution control
revenue bonds 170,460 170,460
REA notes 1,452 1,489
Amount due within one year (75) (74)
Net REA notes 1,377 1,415
American Falls bond guarantee 19,885 20,130
Milner Dam note guarantee 11,700 11,700
Debt related to investments in
affordable housing with rates
ranging from 6.03% to 8.59%
due 1999 to 2009 65,095 62,103
Amount due within one year (6,118) (5,955)
Net affordable housing debt 58,977 56,148
Unamortized premium/discount -
Net (1,490) (1,539)
Net Idaho Power Company debt 737,909 815,314
OTHER SUBSIDIARY DEBT 638 623
Total long-term debt 738,547 46 815,937 49
TOTAL CAPITALIZATION $ 1,590,186 100 $ 1,652,302 100
The accompanying notes are an integral part of these statements.
IDACORP, Inc.
Consolidated Statements of Cash Flows
Six Months Ended June 30,
1999 1998
(Thousands of Dollars)
OPERATING ACTIVITIES:
Net income $ 50,742 $ 48,402
Adjustments to reconcile net
income to net cash provided
by operating activities:
Depreciation and amortization 47,717 43,562
Deferred taxes and investment
tax credits (2,282) (2,453)
Accrued PCA costs 15,122 14,081
Change in:
Accounts receivable and
prepayments (11,628) 9,808
Accrued unbilled revenue 1,024 1,001
Materials and supplies and
fuel stock (4,467) (1,057)
Accounts payable (11,461) (27,383)
Taxes accrued 2,589 3,232
Other current assets and
liabilities 2,778 (289)
Other - net (4,689) (672)
Net cash provided by operating
activities 85,445 88,232
INVESTING ACTIVITIES:
Additions to utility plant (51,517) (43,659)
Investments in affordable housing
projects (10,591) (10,125)
Investments in company-owned life
insurance (6,749) -
Other - net (1,915) (3,961)
Net cash used in investing
activities (70,772) (57,745)
FINANCING ACTIVITIES:
Issuance of long-term debt related to
affordable housing projects 7,271 4,896
Retirement of long-term debt related
to affordable housing projects (4,279) -
Dividends on common stock (34,931) (34,979)
Increase (Decrease) in short-term
borrowings 9,626 (4,989)
Other - net (556) 110
Net cash used in financing
activities (22,869) (34,962)
Net decrease in cash and cash
equivalents (8,196) (4,475)
Cash and cash equivalents beginning
of period 22,867 6,905
Cash and cash equivalents at end of
period $ 14,671 $ 2,430
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Cash paid during the period for:
Income taxes $ 24,784 $ 27,132
Interest (net of amount
capitalized) $ 30,095 $ 25,078
The accompanying notes are an integral part of these statements
IDACORP, Inc.
Notes to Consolidated Financial Statements
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Nature of Business
IDACORP, Inc. (IDACORP or the Company), a holding company
formed in 1998, is the parent of Idaho Power Company (IPC),
Ida-West Energy Company, IDACORP Energy Solutions Co.,
IDACORP Energy Services Co. and IDACORP Technologies, Inc.
On October 1, 1998 IPC's outstanding common stock was
converted on a share-for-share basis into common stock of the
Company. However, IPC's preferred stock and debt securities
outstanding were unaffected and remain with IPC.
IPC, a public utility, represents over 90% of the total
assets of the Company and is its principal operating
subsidiary. IPC is regulated by the FERC and the state
regulatory commissions of Idaho, Oregon, Nevada and Wyoming
and is engaged in the generation, transmission, distribution,
sale and purchase of electric energy.
Financial Statements
In the opinion of the Company, the accompanying unaudited
consolidated financial statements contain all adjustments
necessary to present fairly its consolidated financial
position as of June 30, 1999, and its consolidated results of
operations and cash flows for the three and six months ended
June 30, 1999 and 1998. These financial statements do not
contain the complete detail or footnote disclosure concerning
accounting policies and other matters that would be included
in full year financial statements and, therefore, they should
be read in conjunction with the Company's audited
consolidated financial statements included in the Company's
Annual Report on Form 10-K for the year ended December 31,
1998. The results of operations for the interim periods are
not necessarily indicative of the results to be expected for
the full year.
Principles of Consolidation
The consolidated financial statements include the accounts of
the Company and its wholly-owned or controlled subsidiaries.
All significant intercompany transactions and balances have
been eliminated in consolidation. Investments in business
entities in which the Company and its subsidiaries do not
have control, but have the ability to exercise significant
influence over operating and financial policies, are
accounted for using the equity method.
Accounting for Contracts Involved in Energy Trading and Risk
Management Activities
The Company adopted Emerging Issues Task Force 98-10
"Accounting for Contracts Involved in Energy Trading
Activities," (EITF 98-10) effective January 1, 1999. The
consensus establishes standards for designating between
energy contracts and energy trading contracts and accounting
for each. Energy trading contracts are reported at fair
value as of the balance sheet date with the resulting gains
and losses reported in the income statement. The resulting
impact on net income of adoption was immaterial. Related to
the adoption of EITF 98-10, the Company has begun reporting
electricity trading activity net (netting revenues and
expenses) in "Other Income-Energy trading activities-net" on
the Consolidated Statements of Income. Prior periods have
been reclassified to conform with the current period's
presentation with no impact to net income.
Derivative Financial Instruments
The Company uses financial instruments such as commodity
forwards, futures, options and swaps to hedge against
exposure to commodity price risk in the electricity and
natural gas markets as well as to optimize its energy trading
portfolio. The accounting for derivative financial
instruments is in accordance with the concepts established in
SFAS No. 80, "Accounting for Futures Contracts," American
Institute of Certified Public Accountants Statement of
Position 86-2, "Accounting for Options," and recently issued
EITF 98-10.
Gains and losses from derivative instruments designed to
hedge energy trading contracts as defined by EITF 98-10 are
recognized in income on a current basis along with the gains
and losses of the hedged transaction. Additionally, gains
and losses on derivative transactions not qualifying as a
hedge are recognized currently in income. Cash flows from
derivatives are recognized in the statement of cash flows as
an operating activity.
Comprehensive Income
For the six-month periods ended June 30, 1999 and 1998, the
Company's comprehensive income was not materially different
from net income. The components of comprehensive income
include net income, the Company's proportionate share of
unrealized holding gains on marketable securities held by an
equity investee, and the changes in additional minimum
liability under a deferred compensation plan for certain
senior management employees and directors.
Reclassifications
Certain items previously reported for periods prior to June 30,
1999 have been reclassified to conform with the current period's
presentation. Net income was not affected by these
reclassifications.
2. INCOME TAXES:
The Company's effective tax rate for the first six months
increased from 31.6 percent in 1998 to 34.9 percent in 1999.
Reconciliations between the statutory income tax rate and the
effective rates for the six-month periods ended June 30, 1999
and 1998 are as follows:
1999 1998
Amount Rate Amount Rate
Computed income taxes based on
statutory federal income tax
rate $ 27,288 35.0% $ 24,759 35.0%
Changes in taxes resulting from:
Current state income taxes 4,230 5.4 3,058 4.3
Net depreciation 2,662 3.4 2,677 3.8
Investment tax credits restored (1,481) (1.9) (1,462) (2.1)
Removal costs (375) (0.5) (877) (1.2)
Repair allowance (1,137) (1.5) (1,564) (2.2)
Affordable housing credits (4,222) (5.4) (3,177) (4.5)
Preferred dividends 952 1.2 988 1.4
Settlement of prior year tax returns - - (1,000) (1.4)
Other (693) (0.8) (1,064) (1.5)
Total $ 27,224 34.9% $ 22,338 31.6%
3. PREFERRED STOCK OF IDAHO POWER COMPANY:
The number of shares of IPC preferred stock outstanding were as follows:
June 30, December 31,
1999 1998
Cumulative, $100 par value:
4% preferred stock (authorized 215,000
shares) 159,190 159,680
Serial preferred stock, 7.68% Series
(authorized 150,000 shares) 150,000 150,000
Serial preferred stock, cumulative, without
Par value; total of 3,000,000 shares
authorized:
7.07% Series, $100 stated value,(authorized
250,000 shares) 250,000 250,000
Auction rate preferred stock, $100,000
stated Value, (authorized 500 shares) 500 500
4. FINANCING:
The Company currently has a $300.0 million shelf registration
statement that can be used for the issuance of unsecured debt
securities and preferred or common stock. At June 30, 1999, none
had been issued.
IPC currently has a $200.0 million shelf registration
statement with a balance of $83.0 million remaining to be
issued. This can be used for first mortgage bonds (including
medium term notes) or preferred stock.
5. COMMITMENTS AND CONTINGENT LIABILITIES:
Commitments under contracts and purchase orders relating to
the Company's program for construction and operation of
facilities amounted to approximately $6.6 million at June 30,
1999. The commitments are generally revocable by the Company
subject to reimbursement of manufacturers' expenditures
incurred and/or other termination charges.
The Company is party to various legal claims, actions, and
complaints, certain of which involve material amounts.
Although the Company is unable to predict with certainty
whether or not it will ultimately be successful in these
legal proceedings, or, if not, what the impact might be,
based upon the advice of legal counsel, management presently
believes that disposition of these matters will not have a
material adverse effect on the Company's financial position,
results of operation, or cash flows.
6. REGULATORY ISSUES:
PCA
IPC has a PCA mechanism that provides for annual adjustments
to the rates charged to Idaho retail customers. These
adjustments, which take effect annually on May 16, are based
on forecasts of net power supply costs and the true-up of the
prior year's forecast. The difference between the actual
costs incurred and the forecasted costs is deferred, with
interest, and trued-up in the next annual rate adjustment.
For the 1999-2000 rate period, actual power supply costs have
been less than forecast, due to better than forecast
hydroelectric generating conditions. IPC has recorded a
reduction to regulatory assets of $7.1 million as of June 30,
1999.
The May 16, 1999 rate adjustment reduced Idaho general
business customer rates by 9.2 percent. The decrease results
from projected above-average hydroelectric generating
conditions and the true-up of the 1998-99 rate period.
Overall, IPC's annual general business revenues are expected
to decrease by $40.4 million.
Regulatory Settlement
Under the terms of an IPUC Settlement in effect through 1999,
when earnings in IPC's Idaho jurisdiction exceed an 11.75
percent return on year-end common equity, 50 percent of the
excess is set aside for the benefit of Idaho retail
customers.
On April 7, 1999 IPC submitted the 1998 annual earnings
sharing compliance filing to the IPUC. This filing indicated
that there was almost $6.4 million in earnings before
authorized deductions, or $3.3 million after authorized
deductions, available for the benefit of IPC's Idaho
customers.
On June 16, 1999 IPC filed a supplement to the April 7, 1999
annual earnings sharing compliance filing requesting that the
$3.3 million of remaining 1997 and 1998 revenue sharing be
refunded to its customers. On July 19, 1999 the IPUC issued
Order No. 28099 in Case IPC-E-99-2, refunding $0.7 million to
special contract and large customers. The remaining balance
of $2.6 million has been deferred with interest until May
2000.
DSM (Conservation) Expenses
IPC has obtained changes to the regulatory treatment of
previously deferred DSM expenses in both Idaho and Oregon.
In Idaho, IPC requested that the IPUC allow for the recovery
of post-1993 DSM expenses and acceleration of the recovery of
DSM expenditures authorized in the last general rate case.
In its Order No. 27660 issued on July 31, 1998, the IPUC set
a new amortization period of 12 years instead of the 24-year
period previously adopted. The IPUC order reflects an
increase in annual Idaho retail revenue requirements of $3.1
million for 12 years.
Per Order No. 27660 issued July 31, 1998, IPC funded the 1998
annual revenue requirement with 1997 revenue sharing amounts
from July 1998 until May 16, 1999. A group of industrial
customers has appealed the IPUC order to the Idaho Supreme
Court.
In December 1998, IPC filed with the IPUC a request to
recover remaining deferred DSM expenditures of approximately
$2.1 million. The IPUC conducted a hearing on this matter in
March 1999. In the filing IPC requested that the amount be
applied against 1998 earnings sharing amounts. On May 11,
1999 IPC received Order No. 28041 allowing for $1.5 million
recovery of existing and future DSM expenditures to be funded
out of 1998 revenue sharing funds.
In Oregon, the OPUC authorized a five-year amortization of
the Oregon-allocated share of DSM expenditures incurred
through 1997. The DSM charge replaces an expiring rate
surcharge related to extraordinary power supply costs
associated with past drought conditions. IPC anticipates
that the charge will recover approximately $540,000 per year.
7. NEW ACCOUNTING PRONOUNCEMENT:
In June 1998 the FASB issued SFAS No. 133 "Accounting for
Derivative Instruments and Hedging Activities." This
statement establishes accounting and reporting standards for
derivative financial instruments and other similar
instruments and for hedging activities. It was originally
effective for fiscal years beginning after June 15, 1999. In
June 1999 the FASB issued SFAS No. 137 "Accounting for
Derivative Instruments and Hedging Activities - Deferral of
the Effective Date of FASB Standard No. 133", which defers
the effective date of SFAS No. 133 one year. The Company is
reviewing SFAS No. 133 to determine its effects on the
Company's financial position and results of operations.
8. DERIVATIVE FINANCIAL INSTRUMENTS:
The notional amount of open commodity derivative positions as
of June 30, 1999 was a net long electricity position of 305
MW and a net long natural gas position of 98 BCF.
The loss in fair value of commodity derivative positions
(including natural gas and electricity forwards, futures,
options and swaps) included in income before income taxes for
the six months ended June 30, 1999 was $(2.2) million.
9. INDUSTRY SEGMENT INFORMATION:
IDACORP's dominant operating segment is the regulated utility
operations of IPC. IDACORP's non-utility operating segments
do not individually constitute more than 10% of enterprise
revenues, income or assets, nor in aggregate do they comprise
more than 25% of enterprise revenues, income or assets.
IPC's primary business is the generation, transmission,
distribution, purchase and sale of electricity.
Substantially all of the Company's revenue comes from the
sale of electricity and related services, predominately in
the United States.
The Company also sells natural gas, solar electric products
and systems, control systems integration services for
substations and semiconductor manufacturing, and other
miscellaneous services. Revenues from these operations are
not significant.
The following table summarizes the segment information for
IPC utility operations, with a reconciliation to total
enterprise information:
IPC Total
Utility Other Enterprise
(Thousands of Dollars)
Six months ended June 30, 1999:
Revenues $ 339,222 $ - $ 339,222
Net income 46,097 4,645 50,742
Total assets at June 30,
1999 2,339,057 214,441 2,553,498
Six months ended June 30, 1998:
Revenues $ 338,045 $ - $ 338,045
Net income 46,655 1,747 48,402
Total assets at December
31,1998 2,310,322 141,298 2,451,620
INDEPENDENT ACCOUNTANTS' REPORT
IDACORP, Inc.
Boise, Idaho
We have reviewed the accompanying consolidated balance
sheet and statement of capitalization of IDACORP, Inc.
and subsidiaries as of June 30, 1999, and the related
consolidated statements of income for the three and six
month periods ended June 30, 1999 and 1998 and
consolidated statements of cash flows for the six month
periods ended June 30, 1999 and 1998. These financial
statements are the responsibility of the Company's
management.
We conducted our review in accordance with standards
established by the American Institute of Certified
Public Accountants. A review of interim financial
information consists principally of applying analytical
procedures to financial data and making inquiries of
persons responsible for financial and accounting
matters. It is substantially less in scope than an
audit conducted in accordance with generally accepted
auditing standards, the objective of which is the
expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not
express such an opinion.
Based on our review, we are not aware of any material
modifications that should be made to such consolidated
financial statements for them to be in conformity with
generally accepted accounting principles.
We have previously audited, in accordance with
generally accepted auditing standards, the consolidated
balance sheet and statement of capitalization of
IDACORP, Inc. and subsidiaries as of December 31, 1998,
and the related consolidated statements of income,
comprehensive income, retained earnings, and cash flows
for the year then ended (not presented herein); and in
our report dated January 29, 1999, we expressed an
unqualified opinion on those consolidated financial
statements. In our opinion, the information set forth
in the accompanying consolidated balance sheet and
statement of capitalization as of December 31, 1998 is
fairly stated, in all material respects, in relation to
the consolidated balance sheet and statement of
capitalization from which it has been derived.
DELOITTE & TOUCHE LLP
Boise, Idaho
July 30, 1999
Idaho Power Company
Consolidated Statements of Income
Three Months Ended June 30,
1999 1998
(Thousands of Dollars)
REVENUES:
General business $ 129,530 $ 120,997
Off-system sales 29,520 38,487
Other revenues 6,022 7,648
Total revenues 165,072 167,132
EXPENSES:
Operation:
Purchased power 22,527 25,242
Fuel expense 18,854 14,303
Power cost adjustment 6,192 13,814
Other 41,196 38,606
Maintenance 11,499 11,525
Depreciation 19,404 19,044
Taxes other than income taxes 5,676 5,501
Total expenses 125,348 128,035
INCOME FROM OPERATIONS 39,724 39,097
OTHER INCOME:
Allowance for equity funds
used during construction 230 24
Energy trading activities -
Net 7,860 3,198
Other - Net 788 3,503
Total other income 8,878 6,725
INTEREST CHARGES:
Interest on long-term debt 13,720 13,060
Other interest 1,741 2,060
Allowance for borrowed funds
used during construction (134) (279)
Total interest charges 15,327 14,841
INCOME BEFORE INCOME TAXES 33,275 30,981
INCOME TAXES 10,479 9,213
NET INCOME 22,796 21,768
Dividends on preferred stock 1,352 1,417
EARNINGS ON COMMON STOCK $ 21,444 $ 20,351
The accompanying notes are an integral part of these statements.
Idaho Power Company
Consolidated Statements of Income
Six Months Ended June 30,
1999 1998
(Thousands of Dollars)
REVENUES:
General business $ 259,222 $ 233,220
Off system sales 67,031 87,643
Other revenues 12,969 17,182
Total revenues 339,222 338,045
EXPENSES:
Operation:
Purchased power 40,415 52,977
Fuel expense 40,875 35,023
Power cost adjustment 15,198 14,289
Other 73,964 71,553
Maintenance 19,382 20,553
Depreciation 38,575 37,940
Taxes other than income taxes 11,259 10,844
Total expenses 239,668 243,179
INCOME FROM OPERATIONS 99,554 94,866
OTHER INCOME:
Allowance for equity funds used
during construction 387 24
Energy trading activities - Net 8,586 2,870
Other - Net 2,739 5,605
Total other income 11,712 8,499
INTEREST CHARGES:
Interest on long-term debt 27,080 26,097
Other interest 3,903 4,146
Allowance for borrowed funds
used during construction (358) (440)
Total interest charges 30,625 29,803
INCOME BEFORE INCOME TAXES 80,641 73,562
INCOME TAXES 27,061 22,338
NET INCOME 53,580 51,224
Dividends on preferred stock 2,720 2,822
EARNINGS ON COMMON STOCK $ 50,860 $ 48,402
The accompanying notes are an integral part of these statements.
Idaho Power Company
Consolidated Balance Sheets
Assets
June 30, December 31,
1999 1998
(Thousands of Dollars)
ELECTRIC PLANT:
In service (at original cost) $ 2,690,424 $ 2,659,441
Accumulated provision for
depreciation (1,042,176) (1,009,387)
In service - Net 1,648,248 1,650,054
Construction work in progress 73,834 58,904
Held for future use 1,742 1,738
Electric plant - Net 1,723,824 1,710,696
INVESTMENTS AND OTHER PROPERTY 110,207 105,600
CURRENT ASSETS:
Cash and cash equivalents 5,508 20,029
Receivables:
Customer 80,974 81,227
Allowance for uncollectible
accounts (1,397) (1,397)
Natural gas - 21,426
Notes 361 467
Employee notes 4,487 4,510
Other (including $1,040 and
$3,164 from related parties
in 1999 and 1998
respectively) 8,657 8,502
Energy trading assets 66,459 -
Accrued unbilled revenues 33,586 34,610
Materials and supplies (at
average cost) 31,781 30,143
Fuel stock (at average cost) 9,725 7,096
Prepayments 14,440 16,011
Regulatory assets associated with
income taxes 2,965 2,965
Total current assets 257,546 225,589
DEFERRED DEBITS:
American Falls and Milner water
rights 31,585 31,830
Company-owned life insurance 43,672 35,149
Regulatory assets associated with
income taxes 201,850 201,465
Regulatory assets - other 40,495 62,013
Other 50,028 49,448
Total deferred debits 367,630 379,905
TOTAL $ 2,459,207 $ 2,421,790
The accompanying notes are an integral part of these statements.
Idaho Power Company
Consolidated Balance Sheets
Capitalization and Liabilities
June 30, December 31,
1999 1998
(Thousands of Dollars)
CAPITALIZATION:
Common stock equity:
Common stock, $2.50 par
value (50,000,000 shares
authorized; 37,612,351
shares outstanding) $ 94,031 $ 94,031
Premium on capital stock 362,169 362,156
Capital stock expense (3,821) (3,823)
Retained earnings 268,017 252,137
Accumulated other
comprehensive income 226 226
Total common stock equity 720,622 704,727
Preferred stock 105,919 105,968
Long-term debt 738,547 815,937
Total capitalization 1,565,088 1,626,632
CURRENT LIABILITIES:
Long-term debt due within one
year 86,193 6,029
Notes payable 17,276 38,508
Accounts payable 69,246 72,660
Accounts payable-natural gas - 28,476
Energy trading liabilities 70,744 -
Taxes accrued 27,406 25,164
Interest accrued 18,435 18,364
Deferred income taxes 2,965 2,965
Other 14,415 12,117
Total current liabilities 306,680 204,283
DEFERRED CREDITS:
Regulatory liabilities associated
with deferred investment tax
credits 68,424 69,396
Deferred income taxes 419,520 420,268
Regulatory liabilities associated
with income taxes 28,075 28,075
Regulatory liabilities - other 2,122 4,161
Other 69,298 68,975
Total deferred credits 587,439 590,875
COMMITMENTS AND CONTINGENT LIABILITIES
TOTAL $ 2,459,207 $ 2,421,790
The accompanying notes are an integral part of these statements.
Idaho Power Company
Consolidated Statements of Capitalization
June 30, December 31,
1999 % 1998 %
(Thousands of Dollars)
COMMON STOCK EQUITY:
Common stock $ 94,031 $ 94,031
Premium on capital stock 362,169 362,156
Capital stock expense (3,821) (3,823)
Retained earnings 268,017 252,137
Accumulated other comprehensive
income 226 226
Total common stock equity 720,622 704,727
46 43
PREFERRED STOCK:
4% preferred stock 15,919 15,968
7.68% Series, serial preferred
stock 15,000 15,000
7.07% Series, serial preferred
stock 25,000 25,000
Auction rate preferred stock 50,000 50,000
Total preferred stock 105,919 7 105,968 7
LONG-TERM DEBT:
First mortgage bonds:
8.65 % Series due 2000 80,000 80,000
6.93 % Series due 2001 30,000 30,000
6.85 % Series due 2002 27,000 27,000
6.40 % Series due 2003 80,000 80,000
8 % Series due 2004 50,000 50,000
5.83 % Series due 2005 60,000 60,000
Maturing 2021 through 2031 with
rates ranging from 7.5% to
9.52% 230,000 230,000
Total first mortgage bonds 557,000 557,000
Amount due within one year (80,000) -
Net first mortgage bonds 477,000 557,000
Pollution control revenue bonds:
7 1/4% Series due 2008 4,360 4,360
8.30 % Series 1984 due 2014 49,800 49,800
6.05 % Series 1996A due 2026 68,100 68,100
Variable Rate Series 1996B due
2026 24,200 24,200
Variable Rate Series 1996C due
2026 24,000 24,000
Total pollution control
revenue bonds 170,460 170,460
REA notes 1,452 1,489
Amount due within one year (75) (74)
Net REA notes 1,377 1,415
American Falls bond guarantee 19,885 20,130
Milner Dam note guarantee 11,700 11,700
Debt related to investments in
affordable housing with rates
ranging from 6.03% to 8.59%
due 1999 to 2009 65,095 62,103
Amount due within one year (6,118) (5,955)
Net affordable housing debt 58,977 56,148
Other subsidiary debt 638 623
Unamortized premium/discount - Net (1,490) (1,539)
Total long-term debt 738,547 47 815,937 50
TOTAL CAPITALIZATION $ 1,565,088 100 $ 1,626,632 100
The accompanying notes are an integral part of these statements.
Idaho Power Company
Consolidated Statements of Cash Flows
Six Months Ended June 30,
1999 1998
(Thousands of Dollars)
OPERATING ACTIVITIES:
Net income $ 53,580 $ 51,224
Adjustments to reconcile net
income to net cash provided
by operating activities:
Depreciation and
amortization 47,592 43,562
Deferred taxes and
investment tax credits (2,105) (2,453)
Accrued PCA costs 15,122 14,081
Change in:
Accounts receivable and
prepayments 1,798 9,808
Accrued unbilled revenue 1,024 1,001
Materials and supplies and
fuel stock (4,267) (1,057)
Accounts payable (3,414) (27,383)
Taxes accrued 2,242 3,232
Other current assets and
liabilities 2,369 (289)
Other - net (7,681) (672)
Net cash provided by operating
activities 106,260 91,054
INVESTING ACTIVITIES:
Additions to utility plant (50,249) (43,659)
Investments in affordable housing
projects (10,591) (10,125)
Investments in company owned life
insurance (6,749) -
Other - net 2,803 (3,961)
Net cash used in investing
activities (64,786) (57,745)
FINANCING ACTIVITIES:
Issuance of long-term debt related
to affordable housing projects 7,271 4,896
Retirement of long-term debt related
to affordable housing projects (4,279) -
Dividends on common stock (34,979) (34,979)
Dividends on preferred stock (2,720) (2,822)
Decrease in short-term borrowings (21,232) (4,989)
Other - net (56) 110
Net cash used in financing
activities (55,995) (37,784)
Decrease in cash and cash
equivalents (14,521) (4,475)
Cash and cash equivalents beginning
of period 20,029 6,905
Cash and cash equivalents at end
of period $ 5,508 $ 2,430
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Cash paid during the period for:
Income taxes (including amounts
paid to parent) $ 23,844 $ 27,132
Interest (net of amount
capitalized) $ 29,466 $ 25,078
The accompanying notes are an integral part of these statements.
Idaho Power Company
Notes to the Consolidated Financial Statements
On October 1, 1998, IDACORP, Inc. (IDACORP) became the parent of
Idaho Power Company and its subsidiaries (IPC). At that time
IPC's ownership interests in two subsidiaries were transferred to
IDACORP at book value. IPC's Statement of Consolidated Income for
the six months ending June 30, 1998 includes $1.8 million of net
income attributable to the transferred subsidiaries.
In 1999 the gas trading operations of IPC were transferred to
another subsidiary of IDACORP. The subsidiary assumed the
accounts receivable and accounts payable related to gas trading
operations, and IPC recorded the transfer as a reduction of
accounts receivable from the subsidiary. IPC's Consolidated
Balance Sheet as of December 31, 1998 included $21.4 million of
assets and $28.4 million of liabilities related to gas
operations.
Except as modified below, the Notes to the Consolidated Financial
Statements of IDACORP also contained in this 10-Q Report are
incorporated herein by reference insofar as they relate to IPC.
Note 1 - Summary of Significant Accounting Policies
Note 3 - Preferred Stock of Idaho Power Company
Note 4 - Financing
Note 5 - Commitments and Contingent Liabilities
Note 6 - Regulatory Issues
Note 7 - New Accounting Pronouncement
2. INCOME TAXES:
IPC's effective tax rate for the first six months increased
from 30.3 percent in 1998 to 33.6 percent in 1999.
Reconciliations between the statutory income tax rate and the
effective rates for the six-month periods ended June 30, 1999
and 1998 are as follows:
1999 1998
Amount Rate Amount Rate
Computed income taxes based on
statutory federal income tax
rate $ 28,224 35.0% $ 25,747 35.0%
Changes in taxes resulting from:
Current state income taxes 4,230 5.2 3,058 4.2
Net depreciation 2,662 3.3 2,677 3.6
Investment tax credits
restored (1,481) (1.8) (1,462) (2.0)
Removal costs (375) (0.5) (877) (1.2)
Repair allowance (1,137) (1.4) (1,564) (2.1)
Affordable housing credits (4,222) (5.2) (3,177) (4.3)
Settlement of prior year
tax returns - - (1,000) (1.4)
Other (840) (1.0) (1,064) (1.5)
Total $ 27,061 33.6% $ 22,338 30.3%
8. DERIVATIVE FINANCIAL INSTRUMENTS:
The notional amount of open commodity derivative positions as
of June 30, 1999 was a net long electricity position of 305
MW. The loss in fair value of commodity derivative positions
(including electricity forwards, futures, options and swaps)
included in income before income taxes for the six months
ended June 30, 1999 was $(5.2) million.
9. INDUSTRY SEGMENT INFORMATION:
IPC's dominant operating segment is its regulated utility
operations. IPC's non-utility operating segments do not
individually constitute more than 10% of enterprise revenues,
income or assets, nor in aggregate do they comprise more than
25% of enterprise revenues, income or assets.
IPC's primary business is the generation, transmission,
distribution, purchase and sale of electricity. Substantially all
of IPC's revenue comes from the sale of electricity and related
services, predominately in the United States. IPC subsidiaries
also sell solar electric products and systems, control systems
integration services for substations and semiconductor
manufacturing, and miscellaneous other services. These revenues,
however, are not significant.
The following table summarizes the segment information for the
regulated electric operations, with a reconciliation to total
enterprise information:
Regulated
Electric Total
Operations Other Enterprise
(Thousands of Dollars)
Six months ended June 30, 1999:
Revenues $ 339,222 $ - $ 339,222
Net income 46,097 7,483 53,580
Total assets at June 30, 1999 2,339,057 120,150 2,459,207
Six months ended June 30, 1998:
Revenues $ 338,045 $ - $ 338,045
Net income 46,655 4,569 51,224
Total assets at December 31, 1998 2,312,919 108,871 2,421,790
INDEPENDENT ACCOUNTANTS' REPORT
Idaho Power Company
Boise, Idaho
We have reviewed the accompanying consolidated balance
sheet and statement of capitalization of Idaho Power
Company and subsidiaries as of June 30, 1999, and the
related consolidated statements of income for the three
and six month periods ended June 30, 1999 and 1998 and
consolidated statements of cash flows for the six month
periods ended June 30, 1999 and 1998. These financial
statements are the responsibility of the Company's
management.
We conducted our review in accordance with standards
established by the American Institute of Certified
Public Accountants. A review of interim financial
information consists principally of applying analytical
procedures to financial data and making inquiries of
persons responsible for financial and accounting
matters. It is substantially less in scope than an
audit conducted in accordance with generally accepted
auditing standards, the objective of which is the
expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not
express such an opinion.
Based on our review, we are not aware of any material
modifications that should be made to such consolidated
financial statements for them to be in conformity with
generally accepted accounting principles.
We have previously audited, in accordance with
generally accepted auditing standards, the consolidated
balance sheet and statement of capitalization of Idaho
Power Company and subsidiaries as of December 31, 1998,
and the related consolidated statements of income,
comprehensive income, retained earnings, and cash flows
for the year then ended (not presented herein); and in
our report dated January 29, 1999, we expressed an
unqualified opinion on those consolidated financial
statements. In our opinion, the information set forth
in the accompanying consolidated balance sheet and
statement of capitalization as of December 31, 1998 is
fairly stated, in all material respects, in relation to
the consolidated balance sheet and statement of
capitalization from which it has been derived.
DELOITTE & TOUCHE LLP
Boise, Idaho
July 30, 1999
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
In Management's Discussion and Analysis we explain the general
financial condition and results of operations for IDACORP, Inc.
and subsidiaries (IDACORP or the Company) and for Idaho Power
Company and subsidiaries (IPC). IPC, an electric utility, is
IDACORP's principal operating subsidiary, accounting for over 90
percent of IDACORP's assets, revenue and net income. Unless we
indicate otherwise, this discussion explains the material changes
in results of operations and the financial condition of both the
Company and IPC. This discussion should be read in conjunction
with the accompanying consolidated financial statements of both
IDACORP and IPC.
This discussion updates the discussion that we included in our
Annual Report on Form 10-K for the year ended December 31, 1998.
This discussion should be read in conjunction with the discussion
in the annual report.
We have reclassified our electricity trading activities from "Off-
system sales" and "Purchased power" to "Energy trading
activities - net" on the Consolidated Statements of Income for
all periods presented. This change was made to more clearly
report the results of our utility operations and our energy
trading activities.
FORWARD-LOOKING INFORMATION:
In connection with the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995 (Reform Act), we are
hereby filing cautionary statements identifying important factors
that could cause our actual results to differ materially from
those projected in forward-looking statements (as such term is
defined in the Reform Act) made by or on behalf of the Company
and IPC in this quarterly report on Form 10-Q, in presentations,
in response to questions or otherwise. Any statements that
express, or involve discussions as to expectations, beliefs,
plans, objectives, assumptions or future events or performance
(often, but not always, through the use of words or phrases such
as "anticipates", "believes", "estimates", "expects", "intends",
"plans", "predicts", "projects", "will likely result", "will
continue", or similar expressions) are not statements of
historical facts and may be forward-looking. Forward-looking
statements involve estimates, assumptions, and uncertainties and
are qualified in their entirety by reference to, and are
accompanied by, the following important factors, which are
difficult to predict, contain uncertainties, are beyond our
control and may cause actual results to differ materially from
those contained in forward-looking statements:
- - prevailing governmental policies and regulatory actions,
including those of the FERC, the IPUC, the OPUC, and the PUCN,
with respect to allowed rates of return, industry and rate
structure, acquisition and disposal of assets and facilities,
operation and construction of plant facilities, recovery of
purchased power and other capital investments, and present or
prospective wholesale and retail competition (including but not
limited to retail wheeling and transmission costs);
- - economic and geographic factors including political and
economic risks;
- - changes in and compliance with environmental and safety laws
and policies;
- - weather conditions;
- - population growth rates and demographic patterns;
- - competition for retail and wholesale customers;
- - Year 2000 issues;
- - pricing and transportation of commodities;
- - market demand, including structural market changes;
- - changes in tax rates or policies or in rates of inflation;
- - changes in project costs;
- - unanticipated changes in operating expenses and capital
expenditures;
- - capital market conditions;
- - competition for new energy development opportunities; and
- - legal and administrative proceedings (whether civil or
criminal) and settlements that influence the business and
profitability of the Company.
Any forward-looking statement speaks only as of the date on which
such statement is made, and we undertake no obligation to update
any forward-looking statement to reflect events or circumstances
after the date on which such 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 such
factors, nor can it assess the impact of any such factor on the
business or the extent to which any factor, or combination of
factors, may cause results to differ materially from those
contained in any forward-looking statement.
RESULTS OF OPERATIONS:
Earnings per Share and Book Value
Earnings per share of common stock (basic and diluted) was $0.56
for the quarter ended, and $1.35 per share for the six months
ended June 30, 1999, increases of $0.02 (3.7 percent) from the
same quarter last year, and $0.06 (4.7 percent) for the six-month
period. At June 30, 1999, the book value per share of IDACORP
common stock was $19.83, compared to $19.27 at the same date in
1998.
General Business Revenue
Our general business revenue is dependent on many factors,
including the number of customers we serve, the rates we charge,
and weather conditions (temperature and precipitation) in our
service territory.
Compared to the same periods in 1998, the number of general
business customers we served increased 3.0 percent for the second
quarter and 3.1 percent year-to-date. This increase was due
primarily to economic growth in our service territory.
Our revenue per MWh increased 1.7 percent for the quarter and 5.9
percent year-to-date, compared to 1998. Changes in revenue per
MWh result primarily from the annual rate adjustments authorized
by regulatory authorities. These adjustments are discussed below
in "PCA" and "Regulatory Settlement."
Temperatures in the first half of 1999 were more extreme than in
1998, which contributed to increased sales of energy. Combined,
heating degree days and cooling degree days, common measures used
in the utility industry to analyze demand, were above 1998 levels
by 27.6 percent for the quarter and 15.4 percent year-to-date.
Compared to 1998, the average kWh's sold per general business
customer increased 2.1 percent for the quarter and 1.9 percent
year-to-date.
The combination of these factors resulted in general business
revenue increases of $8.5 million (7.1 percent) for the quarter
and $26.0 million (11.1 percent) year-to-date compared to 1998.
Off-System Sales
Off-system sales are comprised of long-term sales contracts and
opportunity sales made when we have surplus energy available.
The decreases of $9.0 million (23.3 percent) for the quarter and
$20.6 million (23.5 percent) year-to-date are due primarily to
decrease in MWhs sold of 14.1 percent for the quarter and 16.1
percent year-to-date. Decreased sales resulted primarily from
reduced market opportunities.
Expenses
Purchased power expenses decreased $2.7 million (10.8 percent)
for the quarter and $12.6 million (23.7 percent) year-to-date.
These decreases are due primarily to reduced system requirements
in 1999.
Fuel expenses increased $4.6 million (31.8 percent) for the
quarter and $5.9 million (16.7 percent) year-to-date. These
increases are due primarily to 37.1 percent and 15.7 percent
respective increases in MWh generated at our coal-fired power
plants to meet operating requirements.
The PCA component of expenses decreased $7.6 million for the
quarter. The PCA increases expense when actual power supply
costs are below the costs forecasted in the annual PCA filing,
and decreases expense when actual power supply costs are above
the forecast. In the second quarter of 1999, actual power supply
costs were below what had been forecast, but not to the extent
that costs were below forecast in the second quarter of 1998.
The 1998-99 forecast used to set the 1998-99 PCA rate adjustment,
anticipated near-normal streamflow conditions. Actual conditions
have been better than forecasted and are discussed below in
"Streamflow Conditions." We discuss the PCA in more detail
below in "PCA."
Other operating expenses increased $2.6 million (6.7 percent) for
the quarter and $2.6 million (3.4 percent) year-to-date. This
increase is due primarily to increased MWh generation at our coal-
fired generating facilities.
Other
Other income increased $2.5 million (37.1 percent) for the
quarter and $3.9 million (45.4 percent) year to date, due
primarily to improved results from energy marketing activities.
Income taxes increased $1.3 million (14.2 percent) for the
quarter and $4.9 million (21.9 percent) due primarily to
increased net income before taxes and the impact of a tax
settlement which reduced expenses in 1998.
LIQUIDITY AND CAPITAL RESOURCES:
Cash Flow
For the six months ended June 30, 1999, IDACORP generated $85.4
million in net cash from operations. After deducting for
dividends, net cash generation from operations provided
approximately $50.5 million for our construction program and
other capital requirements.
Cash Expenditures
We estimate that our total cash construction expenditures for
1999 will be approximately $115.5 million. This estimate is
subject to revision in light of changing economic, regulatory,
and environmental factors. During the first six months of 1999,
we spent approximately $51.5 million for construction. Our
primary financial commitments and obligations are related to
contracts and purchase orders associated with ongoing
construction programs. To the extent required, we expect to
finance these commitments and obligations by using both
internally generated funds and externally financed capital. At
June 30, 1999, our short-term borrowings totaled $48.2 million.
Financing Program
IDACORP has a $300.0 million shelf registration statement that
can be used for the issuance of unsecured debt securities and
preferred or common stock. At June 30, 1999, none had been
issued.
IPC has a $200.0 million shelf registration statement that can be
used for both First Mortgage Bonds (including Medium Term Notes)
and Preferred Stock of which $83.0 million remains available at
June 30, 1999.
Our objective is to maintain capitalization ratios of
approximately 45 percent common equity, 5 to 10 percent preferred
stock, and the balance in long-term debt. For the twelve-month
period ended June 30, IDACORP's consolidated pre-tax interest
coverage was 2.89 times.
REGULATORY ISSUES:
PCA
IPC has a PCA mechanism that provides for annual adjustments to
the rates we charge to our Idaho retail customers. These
adjustments, which take effect annually on May 16, are based on
forecasts of net power supply costs and the true-up of the prior
year's forecast. The difference between the actual costs
incurred and the forecasted costs is deferred, with interest, and
trued-up in the next annual rate adjustment.
For the 1999 - 2000 rate year, actual power costs have been less
than forecast, due to better than forecast hydroelectric
generating conditions. For the rate period we have recorded a
reduction to regulatory assets of $7.1 million as of June 30,
1999.
Our May 16, 1999 rate adjustment reduced Idaho customer rates by
9.2 percent. The decrease results from projected above-average
hydroelectric generating conditions and the true-up of the 1998-
99 rate period. Overall, IPC's annual general business revenues
are expected to decrease by $40.4 million.
Regulatory Settlement
IPC has a settlement agreement with the IPUC that remains in
effect through 1999. Under the terms of the settlement, when
earnings in our Idaho jurisdiction exceed an 11.75 percent return
on year-end common equity, we set aside 50 percent of the excess
for the benefit of our Idaho retail customers.
On April 7, 1999 we submitted our 1998 annual earnings sharing
compliance filing to the IPUC. This filing indicated that there
was almost $6.4 million in earnings before authorized deductions,
or $3.3 million after authorized deductions, available for the
benefit of our Idaho customers.
On June 16, 1999 IPC filed a supplement to the April 7, 1999
annual earnings sharing compliance filing requesting that the
$3.3 million of remaining 1997 and 1998 revenue sharing be
refunded to its customers. On July 19, 1999 the IPUC issued
Order No. 28099 in Case IPC-E-99-2, refunding $0.7 million to
special contract and large customers. The remaining balance
of $2.6 million has been deferred with interest until May
2000.
OTHER MATTERS:
Energy Trading
Energy trading activity, which includes both electricity and
natural gas, is reported on a fair value basis with gains and
losses recorded in other income.
Inherent in the energy trading business are risks related to
market movements and the creditworthiness of counterparties.
When buying and selling energy, the high volatility of energy
prices can have a significant impact on profitability if not
managed. Also, counterparty creditworthiness is key to ensuring
that transactions entered into withstand dramatic market
fluctuations.
To mitigate these risks while implementing our business strategy,
the Board of Directors gave approval for executive management to
form a Risk Management Committee, comprised of officers of
IDACORP and subsidiaries, to oversee a risk management program.
The program is intended to minimize fluctuations in earnings
while managing the volatility of energy prices. Embedded within
the Risk Management policy and procedures is a credit policy
requiring a credit evaluation of all counterparties. The
objective of our risk management program is to mitigate commodity
price risk, credit risk, and other risks related to the energy
trading business.
Streamflow Conditions
We monitor the effect of streamflow conditions on Brownlee
Reservoir, the water source for our three Hells Canyon
hydroelectric projects. In a typical year, these three projects
combine to produce about half of our generated electricity.
Inflows into Brownlee result from a combination of precipitation,
storage, and ground water conditions. Our current projection for
April-July 1999 inflow into Brownlee Reservoir, Idaho Power's key
water storage facility, is 8.0 MAF, compared to the 70-year
median of 4.9 MAF and 1998's 8.8 MAF.
Year 2000
Many existing computer systems use only two digits to identify a
year in the date field. These programs were designed and
developed without considering the impact of the upcoming change
in the century. Unless proper modifications are made, the
program logic in many of these systems will start to produce
erroneous results because, among other things, the systems will
read the date "01/01/00" as being January 1 of the year 1900 or
another incorrect date. In addition, the systems may fail to
detect that the year 2000 is a leap year. Similar problems could
arise prior to the year 2000 as dates in the next millennium are
entered into systems that are not Year 2000 compliant.
We recognize the Year 2000 problem as a serious threat to the
Company and our customers. Our Year 2000 effort has been
underway for over two years and is being addressed at the highest
levels within the Company. IPC's Vice President of Corporate
Services is responsible for coordinating the corporate effort.
IPC vice presidents and other IDACORP subsidiary presidents are
responsible for addressing the problem within their respective
business units and each has assigned a Year 2000 Project Leader
to execute the project plan. Each subsidiary President is
responsible for addressing the problem within their subsidiary in
coordination with the corporate effort. In addition, we have
appointed a full-time Year 2000 Project Manager to direct the
project. Additional staff has been committed to complete the
conversion and implementation needed to bring non-compliant items
into compliance. This staff consists of a mix of end users, IPC
Information Services staff and contract programmers. Currently,
there are over 20 full-time employees devoted to the project with
dozens of others involved to varying degrees. We have retained
third parties that have completed technical and legal audits of
our plan. With respect to the technical audit, we have
implemented the recommendations as recommended by the Y2K
Steering Committee. The legal audit recommendations are also
being implemented.
We originally targeted July 1999 as the date by which we expect
to be ready for the Year 2000. This means that all critical
systems are expected to be capable of handling the century
rollover and that we will be able to continue servicing our
customers without interruption. It also means that we expect to
have identified all of the less critical systems and that
contingency and/or repair plans are expected to be in place for
dealing with the change of century. At this time, all but one of
our critical systems has met this target, with the lone exception
scheduled for completion in August.
We are following a detailed project plan. The methodology is
modeled after those used by some of the top companies in the
world and has been adapted to meet our unique requirements. This
process includes all the phases and steps commonly found in such
plans, including the (I) identification and analysis of critical
systems, key manufacturers, service providers, embedded systems,
generation plants (parts of which are owned by IPC but are
operated by another electric utility), (ii) remediation and
testing, (iii) education and awareness and (iv) contingency
planning.
With respect to that key component of the methodology related to
the identification of critical systems, we have identified those
critical systems that must be Year 2000 compliant in order to
continue operations. Many are already compliant or are in the
process of vendor upgrades to become compliant. The largest of
these critical systems and their status regarding compliance are
set forth below:
System Description Status
Business The business systems include the PeopleSoft and
Systems financial and administrative functions PassPort are
common to most companies. Business both compliant
systems include accounts payable, vendor
general ledger, accounts receivable, packages.
labor entry, inventory, purchasing, Testing to
cash management, budgeting, asset verify
management, payroll, and financial compliance is
reporting. complete.
Customer This system is used to bill customers, In-house
Information log calls from customers and create system has
System service or work requests and track been repaired;
them through completion, among other testing to
things. At this time, the Company verify
uses an in-house developed, mainframe- compliance is
based Customer Information System to complete
accomplish these tasks.
Energy The most critical function the Company The packages
Management offers is the delivery of electricity comprising the
System from the source to the consumer. This EMS are fully
must be done with minimal interruption compliant with
in the midst of high demand, weather the latest
anomalies and equipment failures. To releases.
accomplish this, the Company relies on Testing and
a server-based energy management rollout are
system provided by Landis & Gyr. This over 95%
system monitors and directs the complete and
delivery of electricity throughout the will be
Company's service area. completed in
August 1999.
Metering The Company relies on several In-house code
Systems processes for metering electricity has been
usage, including some hand-held repaired and
devices with embedded chips. It is tested.
critical for metering systems to Vendor
operate without interruption so as not packages have
to jeopardize the Company's revenue been upgraded.
stream. Testing of
critical
components is
complete.
Embedded There is a category of systems on Testing is
Systems which the Company is highly reliant complete.
called embedded systems. These are
typically computer chips that provide
for automated operations within some
device other than a computer such as a
relay or a security system. The
Company is highly reliant on these
systems throughout its generation and
delivery systems to monitor and allow
manual or automatic adjustments to the
desired devices. Those devices with
chips that were not Year 2000
compliant, where the chip affected the
application of the device, were
replaced.
Other The Company also relies on a number of In various
Systems other important systems to support stages of
engineering, human resources, safety repair and
and regulatory compliance, etc. testing.
Regarding third parties, the plan methodology has required us to
identify those third parties with which we have a material
relationship. We have identified as material (1) our ownership
interest in thermal generating facilities which are operated and
maintained by third party electric utilities; (2) our fuel
suppliers for those thermal generating facilities; and (3) our
telecommunication providers. In addition, we have identified 93
key manufacturers that provide materials and supplies to us.
With respect to the thermal plants, fuel suppliers and
telecommunication providers, the plan methodology includes a
process wherein some members of the Year 2000 team meet
periodically with the third parties to assess the status of their
efforts. This is an ongoing process and will continue until such
time as the third party has completed compliance testing and
certified to us that they are compliant. Regarding the 93 key
manufacturers we have contacted all via mail and requested they
complete a survey indicating the extent and status of their Year
2000 efforts. The survey is followed up with contact by
telephone if necessary. We are over 95% complete with that
effort.
Finally, we are connected to an electric grid that connects
utilities throughout the western portion of North America. This
interconnection is essential to the reliability and operational
integrity of each connected utility. This also means that
failure of one electric utility in the interconnected grid could
cause the failure of others. In the context of the Year 2000
problem, this interconnectivity compounds the challenge faced by
the electric utility industry. Our Company could do a very
thorough and effective job of becoming Year 2000 compliant and
yet encounter difficulties supplying services and energy because
another utility in the interconnected grid failed to achieve Year
2000 compliance. In this regard, we are working closely with
other electric industry organizations concerned with reliability
issues and technical collaboration. As part of this
collaboration we participated and successfully completed our
roles in a nationwide Y2K drill for electric utilities, held on
April 9, 1999 and plan to participate in a similar drill in
September 1999.
Our estimate of the cost of our Year 2000 plan remains at
approximately $5.3 million. This includes costs incurred to date
of approximately $2.9 million and estimated costs through the
year 2000. This level of expenditure is not expected to have any
material effect on our operations or our financial position.
Funds to cover Year 2000 costs in 1999 have been budgeted by
business entity and within the Information Services Department
with approximately 10 percent of the Information Services budget
used for remediation. No information services department
projects have been deferred due to the Company's year 2000
efforts.
The Year 2000 issue poses risks to our internal operations due to
the potential inability to carry on our business activities and
from external sources due to the potential impact on the ability
of our customers to continue their business activities. The
major applications that pose the greatest risks internally are
those systems, embedded or otherwise, which impact the
generation, transmission and distribution of energy and the
metering and billing systems. The potential risks related to
these systems are electric service interruptions to customers and
associated reduction in loads and revenue and interrupted data
gathering and billing and the resultant delay in receipt of
revenues. All of this would negatively impact our relationship
with our customers that may enhance the likelihood of losing
customers in a restructured industry. Externally, those
customers that inadequately prepare for the Year 2000 issue may
be unable to continue their business activities. This would
affect us in a number of ways. Our loads and revenue would be
reduced because of the lost load from discontinued business
activities, and customers who lose jobs because of discontinued
business activities may face difficulties in paying their power
bills. The impact of this on us is dependent upon the number and
the size of those businesses that are forced to discontinue
business activities because of the Year 2000 issue.
As part of our Year 2000 plan, we have developed and are
finalizing our contingency plans, which should be completed by
the end of August 1999.
New Accounting Pronouncement
In June 1998 the FASB issued SFAS No. 133 "Accounting for
Derivative Instruments and Hedging Activities." This statement
establishes accounting and reporting standards for derivative
financial instruments and other similar instruments and for
hedging activities. It was originally effective for fiscal years
beginning after June 15, 1999. In June 1999 the FASB issued SFAS
No. 137 "Accounting for Derivative Instruments and Hedging
Activities - Deferral of the Effective Date of FASB Standard No.
133" which defers the effective date of SFAS No. 133 one year. We
are reviewing SFAS No. 133 to determine its effects on our
financial position and results of operations.
Item 4. Submission of Matters to a Vote of Security Holders
(a) Regular annual meeting of IDACORP'S stockholders,
held May 5, 1999 in Boise, Idaho.
(b) Directors elected at the meeting for a three-year
term:
Roger L. Breezley
John B. Carley
Jack K. Lemley
Evelyn Loveless
Directors elected at the meeting for a two-year
term:
Rotchford L. Barker
Robert D. Bolinder
Jon H. Miller
Robert A. Tinstman
Directors elected at the meeting for a one-year
term:
Jan B. Packwood
Peter T. Johnson
Joseph W. Marshall
Peter S. O'Neill
(c)(1)a) To elect twelve Director Nominees; and
b) To ratify the selection of Deloitte & Touche
LLP (D&T) as independent auditors for the fiscal
year ending December 31, 1999.
(2) Director Nominees
Class of Stock For Withhold Total Voted
Common 32,778,990 460,854 33,239,844
(3) Proposal to Ratify Selection of D&T as Independent
Auditors
Class of Stock For Against Abstain Total Voted
Common 32,760,864 166,853 312,127 33,239,844
(4) Election of Directors
Name Votes For Votes Withheld
Rotchford L. Barker 32,820,115 419,729
Robert D. Bolinder 32,805,195 434,649
Roger L. Breezley 32,805,773 434,071
John B. Carley 32,817,616 422,228
Peter T. Johnson 32,820,366 419,478
Jack K. Lemley 32,823,498 416,346
Evelyn Loveless 32,809,426 430,418
Jon H. Miller 32,782,809 457,035
Joseph W. Marshall 32,799,548 440,296
Peter S. O'Neill 32,784,937 454,907
Jan B. Packwood 32,820,250 419,594
Robert A. Tinstman 32,778,990 460,854
Item 4. Submission of Matters to a Vote of Security Holders
(a) Regular annual meeting of Idaho Power Company's
stockholders, held May 5, 1999 in Boise, Idaho.
(b) Directors elected at the meeting for a three-year
term:
Roger L. Breezley
John B. Carley
Jack K. Lemley
Evelyn Loveless
Continuing Directors:
Rotchford L. Barker Jan B. Packwood
Robert D. Bolinder Peter T. Johnson
Jon H. Miller Joseph W. Marshall
Robert A. Tinstman Peter S. O'Neill
(c)(1)a) To elect four Director Nominees; and
b) To ratify the selection of Deloitte & Touche
LLP (D&T) as independent auditors for the
fiscal year ending December 31, 1999.
(2) Director Nominees
Class of Stock For Withhold Total Voted
Common 37,612,351 - 37,612,351
4% Preferred 2,133,120 42,420 2,175,540
7.68% Preferred 130,555 315 130,870
Total 39,876,026 42,735 39,918,761
(3) Proposal to Ratify Selection of D&T as Independent Auditors
Class of Stock For Against Abstain Total Voted
Common 37,612,351 - - 37,612,351
4% Preferred 2,141,100 17,340 17,100 2,175,540
7.68% Preferred 130,460 200 210 130,870
Total 39,883,911 17,540 17,310 39,918,761
(4) Election of Directors
Name Votes For Votes Withheld
Roger L. Breezley 39,876,026 42,735
John B. Carley 39,876,026 42,735
Jack K. Lemley 39,876,026 42,735
Evelyn Loveless 39,876,026 42,735
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
Exhibit File Number As Exhibit
*2 333-48031 2 Agreement and Plan of Exchange
between IDACORP, Inc., and IPC
dated as of February 2, 1998.
*3(a) 33-00440 4(a)(xiii) Restated Articles of Incorporation
of IPC as filed with the Secretary
of State of Idaho on June 30, 1989.
*3(a)(I) 33-65720 4(a)(ii) Statement of Resolution
Establishing Terms of Flexible
Auction Series A, Serial Preferred
Stock, Without Par Value
(cumulative stated value of
$100,000 per share) of IPC, as
filed with the Secretary of State
of Idaho on November 5, 1991.
*3(a)(ii) 33-65720 4(a)(iii) Statement of Resolution
Establishing Terms of 7.07% Serial
Preferred Stock, Without Par Value
(cumulative stated value of $100
per share) of IPC, as filed with
the Secretary of State of Idaho on
June 30, 1993.
*3(b) 33-41166 4(b) Waiver resolution to Restated
Articles of Incorporation of IPC
adopted by Shareholders on May 1,
1991.
3(c) By-laws of IPC amended on July 8,
1999, and presently in effect.
*3(d) 33-56071 3(d) Articles of Share Exchange of
IDACORP, Inc. as filed with the
Secretary of State of Idaho on
September 29, 1998.
*3(e) 333-64737 3.1 Articles of Incorporation of
IDACORP, Inc.
*3(f) 333-64737 3.2 Articles of Amendment to Articles
of Incorporation of IDACORP, Inc.
as filed with the Secretary of
State of Idaho on March 9, 1998.
*3(g) 333-00139 3(b) Articles of Amendment to Articles
of Incorporation of IDACORP, Inc.
creating A Series Preferred Stock,
without par value as filed with the
Secretary of State of Idaho on
September 17, 1998.
3(h) Amended Bylaws of IDACORP, Inc. as
of July 8, 1999.
*4(a)(I) 2-3413 B-2 Mortgage and Deed of Trust, dated
as of October 1, 1937, between IPC
and Bankers Trust Company and
R. G. Page, as Trustees.
*4(a)(ii) IPC Supplemental Indentures to
Mortgage and Deed of Trust:
IPC Number Dated
1-MD B-2-a First July 1, 1939
2-5395 7-a-3 Second November 15, 1943
2-7237 7-a-4 Third February 1, 1947
2-7502 7-a-5 Fourth May 1, 1948
2-8398 7-a-6 Fifth November 1, 1949
2-8973 7-a-7 Sixth October 1, 1951
2-12941 2-C-8 Seventh January 1, 1957
2-13688 4-J Eighth July 15, 1957
2-13689 4-K Ninth November 15, 1957
2-14245 4-L Tenth April 1, 1958
2-14366 2-L Eleventh October 15, 1958
2-14935 4-N Twelfth May 15, 1959
2-18976 4-O Thirteenth November 15, 1960
2-18977 4-Q Fourteenth November 1, 1961
2-22988 4-B-16 Fifteenth September 15, 1964
2-24578 4-B-17 Sixteenth April 1, 1966
2-25479 4-B-18 Seventeenth October 1, 1966
2-45260 2(c) Eighteenth September 1, 1972
2-49854 2(c) Nineteenth January 15, 1974
2-51722 2(c)(I) Twentieth August 1, 1974
2-51722 2(c)(ii) Twenty-first October 15, 1974
2-57374 2(c) Twenty-second November 15, 1976
2-62035 2(c) Twenty-third August 15, 1978
33-34222 4(d)(iii) Twenty-fourth September 1, 1979
33-34222 4(d)(iv) Twenty-fifth November 1, 1981
33-34222 4(d)(v) Twenty-sixth May 1, 1982
33-34222 4(d)(vi) Twenty-seventh May 1, 1986
33-00440 4(c)(iv) Twenty-eighth June 30, 1989
33-34222 4(d)(vii) Twenty-ninth January 1, 1990
33-65720 4(d)(iii) Thirtieth January 1, 1991
33-65720 4(d)(iv) Thirty-first August 15, 1991
33-65720 4(d)(v) Thirty-second March 15, 1992
33-65720 4(d)(vi) Thirty-third April 16, 1993
1-3198 4 Thirty-fourth December 1, 1993
Form 8-K
Dated
12/17/93
4(b) Agreement of IPC to furnish certain
debt instruments.
*4(c) 33-65720 4(e) Rights Agreement dated January 11,
1990, between IPC and First Chicago
Trust Company of New York, as
Rights Agent (The Bank of New York,
successor Rights Agent).
*4(c)(I) 1-3198 4(e)(I) Amendment dated as of January 30,
Form 10-K 1998, related to agreement filed as
for 1997 Exhibit 4(c).
*4(d) 1-14465 4 Rights Agreement, dated as of
Form 8-K September 10, 1998, between
dated IDACORP, Inc. and the Bank of New
September York as Rights Agent.
15, 1998
*10(a)1 1-3198 10(n)(I) The Revised Security Plan for
Form 10-K Senior Management Employees - a non-
for 1994 qualified, deferred compensation
plan effective August 1, 1996.
*10(b)1 1-3198 10(n)(ii) The Executive Annual Incentive Plan
Form 10-K for senior management employees of
for 1994 IPC effective January 1, 1995.
*10(c)1 1-3198 10(n)(iii) The 1994 Restricted Stock Plan for
Form 10-K officers and key executives of
for 1994 IDACORP, Inc. and IPC effective
July 1, 1994.
*10(d)1 1-14465 10(h)(iv) The Revised Security Plan for Board
1-3198 of Directors - a non-qualified,
Form 10-K deferred compensation plan
For 1998 effective August 1, 1996, revised
March 2, 1999.
10(e)1 IDACORP, Inc. Non-Employee
Directors Stock Compensation Plan
*10(f) 1-3198 10(y) as of May 17, 1999.
Form 10-K
for 1997 Executive Employment Agreement
dated November 20, 1996 between IPC
and Richard R. Riazzi.
10(g)
Exective Employment Agreement dated
April 12, 1999 between IPC and
Marlene Williams.
12 Statement Re: Computation of Ratio
of Earnings to Fixed Charges.
(IDACORP, Inc.)
12(a) Statement Re: Computation of
Supplemental Ratio of Earnings to
Fixed Charges. (IDACORP, Inc.)
12(b) Statement Re: Computation of Ratio
of Earnings to Combined Fixed
Charges and Preferred Dividend
Requirements. (IDACORP, Inc.)
12(c) Statement Re: Computation of
Supplemental Ratio of Earnings to
Combined Fixed Charges and
Preferred Dividend Requirements.
(IDACORP, Inc.)
12(d) Statement Re: Computation of Ratio
of Earnings to Fixed Charges. (IPC)
12(e) Statement Re: Computation of
Supplemental Ratio of Earnings to
Fixed Charges. (IPC)
12(f) Statement Re: Computation of Ratio
of Earnings to Combined Fixed
Charges and Preferred Dividend
Requirements. (IPC)
12(g) Statement Re: Computation of
Supplemental Ratio of Earnings to
Combined Fixed Charges and
Preferred Dividend Requirements.
(IPC)
15 Letter re: Unaudited Interim
Financial Information.
27(a) Financial Data Schedule for
IDACORP, Inc.
27(b) Financial Data Schedule for IPC.
1Compensatory plan
(b) Reports on Form 8-K. No reports on Form 8-K were filed
during the three-month period ended June 30, 1999.
* Previously filed and Incorporated Herein by Reference
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.
IDACORP, Inc.
(Registrant)
Date August 6, 1999 By: /s/ J LaMont Keen
J LaMont Keen
Senior Vice President
Administration
and Chief Financial Officer
(Principal Financial
Officer)
Date August 6, 1999 By: /s/ Darrel T. Anderson
Darrel T. Anderson
Vice President Finance
and Treasurer
(Principal Accounting
Officer)
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.
IDAHO POWER COMPANY
(Registrant)
Date August 6, 1999 By: /s/ J LaMont Keen
J LaMont Keen
Senior Vice President
Administration
and Chief Financial Officer
(Principal Financial
Officer)
Date August 6, 1999 By: /s/ Darrel T. Anderson
Darrel T. Anderson
Vice President Finance
and Treasurer
(Principal Accounting
Officer)
<TABLE>
<CAPTION>
EX-12
IDACORP, Inc
Consolidated Financial Information
Ratio of Earnings to Fixed Charges
Twelve Months
Twelve Months Ended December 31, Ended
(Thousand of Dollars) June 30,
1994 1995 1996 1997 1998 1999
<S> <C> <C> <C> <C> <C> <C>
Earnings, as defined:
Income before income taxes $101,775 $127,342 $135,247 $133,570 $133,806 $141,032
Adjust for distributed income of
equity investees 326 (2,058) (1,413) (3,943) (4,697) (7,074)
Equity in loss of equity method
investments 0 0 0 0 458 674
Minority interest in losses of
majority owned subsidiaries 0 0 0 0 (125) (143)
Fixed charges, as below 66,324 70,215 70,418 69,634 69,923 71,303
Total earnings, as defined $168,425 $195,499 $204,252 $199,261 $199,365 $205,792
Fixed charges, as defined:
Interest charges $ 54,433 $ 56,456 $ 57,348 $ 60,761 $ 60,677 $ 62,017
Preferred stock dividends of
subsidiaries-gross up-Idacorp rate 11,097 12,834 12,079 7,891 8,445 8,344
Rental interest factor 794 925 991 982 801 942
Total fixed charges, as defined $ 66,324 $ 70,215 $ 70,418 $ 69,634 $ 69,923 $ 71,303
Ratio of earnings to fixed charges 2.54x 2.78x 2.90x 2.86x 2.85x 2.89x
</TABLE>
<TABLE>
<CAPTION>
EX-12a
IDACORP, Inc
Consolidated Financial Information
Supplemental Ratio of Earnings to Fixed Charges
Twelve Months
Twelve Months Ended December 31, Ended
(Thousand of Dollars) June 30,
1994 1995 1996 1997 1998 1999
<S> <C> <C> <C> <C> <C> <C>
Earnings, as defined:
Income before income taxes $101,775 $127,342 $135,247 $133,570 $133,806 $141,032
Adjust for distributed income of
equity investees 326 (2,058) (1,413) (3,943) (4,697) (7,074)
Equity in loss of equity method
investments 0 0 0 0 458 674
Minority interest in losses of
majority owned subsidiaries 0 0 0 0 (125) (143)
Supplemental fixed charges, as below 68,946 72,826 73,018 72,208 72,496 73,868
Total earnings, as defined $171,047 $198,110 $206,852 $201,835 $201,938 $208,357
Fixed charges, as defined:
Interest charges $ 54,433 $ 56,456 $ 57,348 $ 60,761 $ 60,677 $ 62,017
Preferred stock dividends of
subsidiaries-gross up-Idacorp rate 11,097 12,834 12,079 7,891 8,445 8,344
Rental interest factor 794 925 991 982 801 942
Total fixed charges 66,324 70,215 70,418 69,634 69,923 71,303
Supplemental increment to fixed
charges* 2,622 2,611 2,600 2,574 2,573 2,565
Total supplemental fixed charges $ 68,946 $ 72,826 $ 73,018 $ 72,208 $ 72,496 $ 73,868
Supplemental ratio of earnings to fixed
charges 2.48x 2.72x 2.83x 2.80x 2.79x 2.82x
*Explanation of increment - Interest on the guaranty of American Falls Reservoir
District bonds and Milner Dam, Inc. notes which are already included in operation expenses
</TABLE>
<TABLE>
<CAPTION>
EX-12b
IDACORP, Inc
Consolidated Financial Information
Ratio of Earnings to Combined Fixed Charges and Preferred Dividends Requirements
Twelve Months
Twelve Months Ended December 31, Ended
(Thousand of Dollars) June 30,
1994 1995 1996 1997 1998 1999
<S> <C> <C> <C> <C> <C> <C>
Earnings, as defined:
Income before income taxes $101,775 $127,342 $135,247 $133,570 $133,806 $141,032
Adjust for distributed income of
equity investees 326 (2,058) (1,413) (3,943) (4,697) (7,074)
Equity in loss of equity method
investments 0 0 0 0 458 674
Minority interest in losses of majority
owned subsidiaries 0 0 0 0 (125) (143)
Fixed charges, as below 66,324 70,215 70,418 69,634 69,923 71,303
Total earnings, as defined $168,425 $195,499 $204,252 $199,261 $199,365 $205,792
Fixed charges, as defined:
Interest charges $ 54,433 $ 56,456 $ 57,348 $ 60,761 $ 60,677 $ 62,017
Preferred stock dividends of
subsidiaries-gross up-Idacorp rate 11,097 12,834 12,079 7,891 8,445 8,344
Rental interest factor 794 925 991 982 801 942
Total fixed charges 66,324 70,215 70,418 69,634 69,923 71,303
Preferred dividends requirements 0 0 0 0 0 0
Total combined fixed charges and
preferred dividends $ 66,324 $ 70,215 $ 70,418 $ 69,634 $ 69,923 $ 71,303
Ratio of earnings to combined fixed
charges and preferred dividends 2.54x 2.78x 2.90x 2.86x 2.85x 2.89x
</TABLE>
<TABLE>
<CAPTION>
EX-12c
IDACORP, Inc
Consolidated Financial Information
Supplemental Ratio of Earnings to Combined Fixed Charges and Preferred Dividends
Requirements
Twelve Months
Twelve Months Ended December 31, Ended
(Thousand of Dollars) June 30,
1994 1995 1996 1997 1998 1999
<S> <C> <C> <C> <C> <C> <C>
Earnings, as defined:
Income before income taxes $101,775 $127,342 $135,247 $133,570 $133,806 $141,032
Adjust for distributed income of
equity Investees 326 (2,058) (1,413) (3,943) (4,697) (7,074)
Equity in loss of equity method
investments 0 0 0 0 458 674
Minority interest in losses of
majority owned subsidiaries 0 0 0 0 (125) (143)
Supplemental fixed charges and
preferred dividends, as below 68,946 72,826 73,018 72,208 72,496 73,868
Total earnings, as defined $171,047 $198,110 $206,852 $201,835 $201,938 $208,357
Fixed charges, as defined:
Interest charges $ 54,433 $ 56,456 $ 57,348 $ 60,761 $ 60,677 $ 62,017
Preferred stock dividends of
subsidiaries-gross up-Idacorp rate 11,097 12,834 12,079 7,891 8,445 8,344
Rental interest factor 794 925 991 982 801 942
Total fixed charges 66,324 70,215 70,418 69,634 69,923 71,303
Supplemental increment to fixed
charges* 2,622 2,611 2,600 2,574 2,573 2,565
Supplemental fixed charges 68,946 72,826 73,018 72,208 72,496 73,868
Preferred dividends requirements 0 0 0 0 0 0
Total combined supplemental fixed
charges and preferred dividends $ 68,946 $ 72,826 $ 73,018 $ 72,208 $ 72,496 $ 73,868
Supplemental ratio of earnings to
combined fixed charges and preferred
dividends 2.48x 2.72x 2.83x 2.80x 2.79x 2.82x
*Explanation of increment - Interest on the guaranty of American Falls Reservoir District
bonds and Milner Dam Inc. notes which are already included in operation expenses
</TABLE>
<TABLE>
<CAPTION>
EX-12d
Idaho Power Company
Consolidated Financial Information
Ratio of Earnings to Fixed Charges
Twelve Months
Twelve Months Ended December 31, Ended
(Thousand of Dollars) June 30,
1994 1995 1996 1997 1998 1999
<S> <C> <C> <C> <C> <C> <C>
Earnings, as defined:
Income before income taxes $109,173 $135,333 $142,710 $138,746 $140,984 $148,063
Adjust for distributed income of
equity investees 326 (2,058) (1,413) (3,943) (4,697) (7,074)
Equity in loss of equity method
investments 0 0 0 0 476 476
Minority interest in losses of
majority owned subsidiaries 0 0 0 0 (125) (115)
Fixed charges, as below 55,227 57,381 58,339 61,743 61,394 62,275
Total earnings, as defined $164,726 $190,656 $199,636 $196,546 $198,032 $203,625
Fixed charges, as defined:
Interest charges $ 54,433 $ 56,456 $ 57,348 $ 60,761 $ 60,593 $ 61,333
Rental interest factor 794 925 991 982 801 942
Total fixed charges, as defined $ 55,227 $ 57,381 $ 58,339 $ 61,743 $ 61,394 $ 62,275
Ratio of earnings to fixed charges 2.98x 3.32x 3.42x 3.18x 3.23x 3.27x
</TABLE>
<TABLE>
<CAPTION>
EX-12e
Idaho Power Company
Consolidated Financial Information
Supplemental Ratio of Earnings to Fixed Charges
Twelve Months
Twelve Months Ended December 31, Ended
(Thousand of Dollars) June 30,
1994 1995 1996 1997 1998 1999
<S> <C> <C> <C> <C> <C> <C>
Earnings, as defined:
Income before income taxes $109,173 $135,333 $142,710 $138,746 $140,984 $148,063
Adjust for distributed income of
equity investees 326 (2,058) (1,413) (3,943) (4,697) (7,074)
Equity in loss of equity method
investments 0 0 0 0 476 476
Minority interest in losses of
majority owned subsidiaries 0 0 0 0 (125) (115)
Supplemental fixed charges, as below 57,849 59,992 60,939 64,317 63,967 64,840
Total earnings, as defined $167,348 $193,267 $202,236 $199,120 $200,605 $206,190
Fixed charges, as defined:
Interest charges $ 54,433 $ 56,456 $ 57,348 $ 60,761 $ 60,593 $ 61,333
Rental interest factor 794 925 991 982 801 942
Total fixed charges 55,227 57,381 58,339 61,743 61,394 62,275
Supplemental increment to fixed
charges* 2,622 2,611 2,600 2,574 2,573 2,565
Total supplemental fixed charges $ 57,849 $ 59,992 $ 60,939 $ 64,317 $ 63,967 $ 64,840
Supplemental ratio of earnings to
fixed charges 2.89x 3.22x 3.32x 3.10x 3.14x 3.18x
*Explanation of increment - Interest on the guaranty of American Falls Reservoir District
bonds and Milner Dam, Inc. notes which are already included in operation expenses
</TABLE>
<TABLE>
<CAPTION>
EX-12f
Idaho Power Company
Consolidated Financial Information
Ratio of Earnings to Combined Fixed Charges and Preferred Dividends Requirements
Twelve Months
Twelve Months Ended December 31, Ended
(Thousand of Dollars) June 30,
1994 1995 1996 1997 1998 1999
<S> <C> <C> <C> <C> <C> <C>
Earnings, as defined:
Income before income taxes $109,173 $135,333 $142,710 $138,746 $140,984 $148,063
Adjust for distributed income of
equity investees 326 (2,058) (1,413) (3,943) (4,697) (7,074)
Equity in loss of equity method
investments 0 0 0 0 476 476
Minority interest in losses of
majority owned subsidiaries 0 0 0 0 (125) (115)
Fixed charges, as below 55,227 57,381 58,339 61,743 61,394 62,275
Total earnings, as defined $164,726 $190,656 $199,636 $196,546 $198,032 $203,625
Fixed charges, as defined:
Interest charges $ 54,433 $ 56,456 $ 57,348 $ 60,761 $ 60,593 $ 61,333
Rental interest factor 794 925 991 982 801 942
Total fixed charges 55,227 57,381 58,339 61,743 61,394 62,275
Preferred stock dividends-gross
up Idaho Power rate 10,682 12,392 12,146 7,803 8,275 8,857
Total combined fixed charges and
preferred dividends $ 65,909 $ 69,773 $ 70,485 $ 69,546 $ 69,669 $ 71,132
Ratio of earnings to combined fixed charges and
preferred dividends 2.50x 2.73x 2.83x 2.83x 2.84x 2.86x
</TABLE>
<TABLE>
<CAPTION>
EX-12g
Idaho Power Company
Consolidated Financial Information
Supplemental Ratio of Earnings to Combined Fixed Charges and Preferred Dividends
Requirements
Twelve Months
Twelve Months Ended December 31, Ended
(Thousand of Dollars) June 30,
1994 1995 1996 1997 1998 1999
<S> <C> <C> <C> <C> <C> <C>
Earnings, as defined:
Income before income taxes $109,173 $135,333 $142,710 $138,746 $140,984 $148,063
Adjust for distributed income of
equity investees 326 (2,058) (1,413) (3,943) (4,697) (7,074)
Equity in loss of equity method
investments 0 0 0 0 476 476
Minority interest in losses of
majority owned subsidiaries 0 0 0 0 (125) (115)
Supplemental fixed charges and
preferred dividends, as below 57,849 59,992 60,939 64,317 63,967 64,840
Total earnings, as defined $167,348 $193,267 $202,236 $199,120 $200,605 $206,190
Fixed charges, as defined:
Interest charges $ 54,433 $ 56,456 $ 57,348 $ 60,761 $ 60,593 $ 61,333
Rental interest factor 794 925 991 982 801 942
Total fixed charges 55,227 57,381 58,339 61,743 61,394 62,275
Supplemental increment to fixed
charges* 2,622 2,611 2,600 2,574 2,573 2,565
Supplemental fixed charges 57,849 59,992 60,939 64,317 63,967 64,840
Preferred stock dividends-gross
up-Idaho Power rate 10,682 12,392 12,146 7,803 8,275 8,857
Total combined supplemental fixed
charges and preferred dividends $ 68,531 $ 72,384 $ 73,085 $ 72,120 $ 72,242 $ 73,697
Supplemental ratio of earnings to
combined fixed charges and preferred
dividends 2.44x 2.67x 2.77x 2.76x 2.78x 2.80x
*Explanation of increment - Interest on the guaranty of American Falls Reservoir District
bonds and Milner Dam Inc. notes which are already included in operation expenses
</TABLE>
Effective July 8, 1999
Exhibit 3(c)
Idaho Power
B Y - L A W S
of
IDAHO POWER COMPANY
As Amended
___________________
SECTION 1. The annual meeting of the shareholders of
the Company for the election of Directors and the transaction of
such other corporate business as may properly come before such
meeting, shall be held at Boise, Idaho, or at such other place as
the Board of Directors may designate, such place to be stated in
the notice of meeting, on the first Wednesday in May in each
year, unless such day is a legal holiday, in which case such
meeting shall be held on the day following.
SECTION 2. Special meetings of the shareholders of the
Company may be called only by the Chairman of the Board of
Directors, the President, a majority of the Board of Directors,
or the holders of not less than four-fifths of the shares
entitled to vote at the meeting, at such time, and at Boise,
Idaho, or such other place, as may be stated in the call and
notice.
SECTION 3. Notice of the time and place of every
meeting of shareholders shall be mailed by the Secretary at least
ten days previous thereto, to each shareholder of record at his
last known post office address, but meetings may be held without
notice if all shareholders are present, or if notice is waived
before or after the meeting by those not present.
The Board of Directors are hereby authorized to fix a
day, not more than fifty days prior to the day of holding any
meeting of shareholders, as the day as of which shareholders
entitled to notice and to vote at such meetings shall be
determined and only shareholders of record at the close of
business on such day shall be entitled to notice of or to vote at
such meeting.
SECTION 4. The holders of shares of the capital stock
entitling them to exercise a majority of the voting power must be
present in person or by proxy at each meeting of the shareholders
to constitute a quorum, less than a quorum having power to
adjourn.
SECTION 5. Certificates of stock shall be of such form
and device as the Board of Directors may elect, and shall be
signed by the President or a Vice President and by the Secretary
or Assistant Secretary, but where any such certificate is
manually signed by a transfer agent or by a registrar other than
the Company itself or an employee of the Company serving in
either of those capacities, the signatures of any such officer or
officers and the seal of the Company upon such certificate may be
facsimiles, engraved or printed. The stock of the Company shall
be transferable or assignable on the books of the Company by the
holders in person or by attorney or surrender of the certificates
therefor. The Board of Directors may appoint one or more
transfer agents and registrars of the stock. The books for the
transfer of the stock of the Company may be closed for such
periods before and during the payment of dividends, not to exceed
thirty days, and the holding of meetings of shareholders, not to
exceed forty days, as the Board of Directors may from time to
time determine, and no transfer of stock made during such a
period shall be binding upon the Company.
SECTION 6A. The number of Directors constituting the
Board of Directors of the Company shall be fixed from time to
time exclusively by the Board of Directors pursuant to a
resolution adopted by affirmative vote of two-thirds of the
Continuing Directors (as defined in Article 8 of the Restated
Articles of Incorporation), but the number of Directors shall be
no less than 9 and no greater than 15. The number of Directors
may be increased or decreased, beyond the limits set forth above,
only by an amendment to the Restated Articles of Incorporation of
the Company pursuant to Article 10 of the Restated Articles of
Incorporation of the Company. Six members of the Board of
Directors shall constitute a quorum for the transaction of all
business except (1) the election of members of the Executive
Committee, for which purpose a majority of all of the Directors
shall constitute a quorum, and (2) the filling of vacancies in
the Board of Directors, which provision is set forth below.
The Board of Directors shall be divided into three
classes as nearly equal in number as may be. The initial term of
office of each Director in the first class shall expire at the
annual meeting of shareholders in 1990; the initial term of
office of each Director in the second class shall expire at the
annual meeting of shareholders in 1991; and the initial term of
office of each Director in the third class shall expire at the
annual meeting of shareholders in 1992. At each annual election
commencing at the annual meeting of shareholders in 1990, the
successors to the class of Directors whose term expires at that
time shall be elected to hold office for a term of three years to
succeed those whose term expires, so that the term of one class
of Directors shall expire each year. Each Director shall hold
office for the term for which he is elected or appointed and
until his successor shall be elected and qualified or until his
death, or until he shall resign or be removed; provided, however,
that no person who will be seventy (70) years of age or more on
or before the annual meeting shall be nominated to the Board of
Directors, and any Directors who reach the age of seventy (70)
shall be automatically retired from the Board.
In the event of any increase or decrease in the
authorized number of Directors, (i) each Director then serving as
such shall nevertheless continue as a Director of the class of
which he is a member until the expiration of his current term, or
his earlier resignation, removal from office or death, and (ii)
the newly created or eliminated directorships resulting from such
increase or decrease shall be apportioned by the Board of
Directors among the three classes of Directors so as to maintain
such classes as nearly equal in number as may be.
Newly created directorships resulting from any increase
in the authorized number of Directors or any vacancies in the
Board of Directors resulting from death, resignation, retirement,
disqualification, removal from office or other cause shall be
filled by a two-thirds vote of the Directors then in office, or a
sole remaining Director, although less than a quorum, and
Directors so chosen shall hold office for a term expiring at the
annual meeting of shareholders at which the term of the class to
which they have been elected expires. If one or more Directors
shall resign from the Board effective as of a future date, such
vacancy or vacancies shall be filled pursuant to the provisions
hereof, and such new directorship(s) shall become effective when
such resignation or resignations shall become effective, and each
Director so chosen shall hold office as herein provided in the
filling of other vacancies.
At a special meeting of shareholders called expressly
for that purpose, the entire Board of Directors or any individual
Directors may be removed (i) without cause, by the unanimous vote
of the outstanding shares entitled to vote for Directors, and
(ii) for cause, by the affirmative vote of two-thirds of the
outstanding shares entitled to vote for Directors. Except as may
otherwise be provided by law, cause for removal shall be
construed to exist only if: (x) the Director whose removal is
proposed has been convicted, or granted immunity to testify where
another has been convicted, of a felony by a court of competent
jurisdiction and such conviction is no longer subject to appeal;
(y) such Director has been grossly negligent in the performance
of his duties to the Company; or (z) such Director has been
adjudicated by a court of competent jurisdiction to be mentally
incompetent, which mental incompetency directly affects his
ability as a Director of the Company, and such adjudication is no
longer subject to appeal.
Any Directors elected pursuant to special voting rights
of the 4% Preferred Stock or Serial Preferred Stock, without par
value, voting as a separate class, shall be excluded from, and
for no purpose be counted in, the scope and operation of the
foregoing provisions.
B.(i) Obligation to Indemnify. The Company shall
indemnify any person (and his heirs, executors, administrators or
other legal representatives) who was or is party to (or is
threatened to be made a party to) or was or is a witness in (or
is threatened to be made a witness in) any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (including without limitation any
suit, action or proceeding by or in the right of the Company to
procure a judgment in its favor) by reason of the fact that he
(or his testator or intestate) is or was a Director, officer,
employee or agent of the Company, or is or was serving at the
request of the Company as a Director, officer, trustee, partner,
fiduciary, employee or agent of another corporation, of any type
or kind, domestic or foreign, or any partnership, joint venture,
trust, pension or other employee benefit plan or any other entity
or enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit
or proceeding or any appeal therein; provided, however, that no
indemnification shall be made pursuant to this Subsection (i) (a)
if a judgment or other final adjudication adverse to such person
shall have established that such person did not act honestly or
in the reasonable belief that his actions were in or not opposed
to the Company's or its shareholders' best interests; or (b) in
an action or proceeding by or in the right of the Company to
procure a judgment in its favor in which that person is finally
adjudicated to be liable to the Company; however, the Company
will indemnify that person in the suits described in (b) for such
amounts as the court in which the action, suit or proceeding was
brought shall determine in view of all the circumstances of the
case the person to be fairly and reasonably entitled.
(ii) Advancement of Expenses. The Company shall pay
any expenses incurred by a Director, officer, agent or employee
of the Company in defending any such action, suit or proceeding
in advance of the final disposition thereof if a majority vote of
a quorum of disinterested Directors or a board-designated
independent counsel determines that the person seeking
indemnification has not acted dishonestly, or without a
reasonable belief that his actions were in or not opposed to the
Company's or its shareholders' best interests and upon receipt of
(a) an undertaking by or on behalf of such person to repay such
advances to the extent of the amount to which such person shall
ultimately be determined not to be entitled, and (b) an
affirmation that the person has met the standard of conduct set
forth above.
(iii) Nonexclusivity. The rights to indemnification
and to the advancement of expenses and any other benefits
provided by, or granted pursuant to, Subsections (i) and (ii) of
this Section shall not be deemed exclusive of any other rights to
which a person seeking indemnification or advancement of expenses
may be or hereafter become entitled whether contained in (a) a
resolution of the shareholders of the Company, (b) a resolution
of the Board of Directors, or (c) an agreement, duly authorized
by the Board of Directors, providing for such indemnification;
provided, however, that no indemnification contemplated by this
Subsection (iii) may be made if such indemnification would be
unlawful.
(iv) Insurance. The Company may purchase and maintain
insurance on behalf of any person who is or was a Director,
officer, employee or agent of the Company, or is or was serving
at the request of the Company as a Director, officer, trustee,
partner, fiduciary, employee or agent of another corporation,
partnership, joint venture, trust, pension or other employee
benefit plan or any other entity or enterprise against any
liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not
the Company would have the power to indemnify him against such
liability under this Section 6B.
(v) Insurance Offset Against Indemnity. The Company's
indemnity of any person who is or was a Director, officer, agent
or employee of the Company, or is or was serving in any capacity
in any other entity or enterprise at the request of the Company,
shall be reduced by any amounts such person may collect as
indemnification (a) under any policy of insurance purchased and
maintained on his behalf by the Company, and (b) from such other
entity or enterprise.
(vi) Affiliates; Mergers; Etc. For the purposes of
this Section, references to the "Company" shall include any
subsidiary or affiliated corporation, any predecessor of the
Company and all constituent corporations absorbed in a
consolidation or merger as well as the resulting or surviving
corporation so that any person who is or was a Director, officer,
employee or agent of such a constituent corporation or is or was
serving at the request of such constituent corporation as a
Director, officer, trustee, partner, fiduciary, employee or agent
of another corporation, partnership, joint venture, trust,
pension or other employee benefit plan or other entity or
enterprise shall stand in the same position under the provisions
of this Section 6B with respect to the resulting or surviving
corporation as he would if he had served the resulting or
surviving corporation in the same capacity.
(vii) Contract Right. All rights to indemnification
and to the advancement of expenses granted under Subsections (i),
(ii) and (iii) of this Section 6B shall be deemed to arise out of
a contract between the Company and the Director, officer, agent
or employee of the Company who serves in such capacity at any
time while these By-laws are in effect. No repeal or
modification of these By-laws shall affect any rights or
obligations theretofore existing.
(viii) Limitation. Nothing contained in this
Section 6B, or elsewhere in these By-laws, shall operate to
require the Company to indemnify any person if such
indemnification shall be for any reason contrary to applicable
law.
C. The provisions of each paragraph or subsection of
6A or 6B of these By-laws shall be separable and if any provision
or portion thereof shall for any reason be inapplicable or
ineffective, this shall not affect any other provision or portion
or the application, validity or effectiveness thereof.
SECTION 7. Meetings of the Board of Directors shall be
held at the time fixed by resolution of the Board or upon call of
the President or Vice President or Chairman of the Board. The
Secretary or officer performing his duties shall give five days'
notice of all meetings of Directors, provided that a meeting may
be held without notice immediately after the annual election, and
notice need not be given of regular meetings held at times fixed
by resolution of the Board. Meetings may be held at any time
without notice if all the Directors are present, or if those not
present waive notice, either before or after the meeting.
SECTION 8. The Chairman of the Board shall be
selected by and from the members of the Board of Directors. He
shall conduct all meetings of the Board of Directors and shall
perform all duties incident thereto.
The Board of Directors shall also select a President, a
Vice President, a Secretary and a Treasurer and such additional
Vice Presidents, Assistant Secretaries, Assistant Treasurers and
other officers and agents as the Board of Driectors from time to
time may deem advisable. If the Board of Directors wishes, it
may also elect as an officer of the Company the Chairman of the
Board.
SECTION 9. The Board of Directors, as soon as may be
after the election in each year, shall appoint an Executive
Committee to consist of the Chairman of the Board, the President
and such number of Directors as the Board may from time to time
determine. Such Committee shall have and may exercise all of the
powers of the Board during the intervals between its meetings,
which may be lawfully delegated, subject to such limitations as
may be provided by resolution of the Board. The Board shall have
the power at any time to change the membership of such Committee
and to fill vacancies in it. The Executive Committee may make
rules for the conduct of its business and may appoint such
Committees and assistants as it may deem necessary. The Board
may from time to time determine by resolution the number of
members of such Committee required to constitute a quorum. The
Chairman of the Board shall be the Chairman of the Executive
Committee.
During the intervals between the meetings of the
Executive Committee, the Chairman of the Board shall possess and
may exercise such of the powers vested in the Executive Committee
as from time to time may be conferred upon him by resolution of
the Board of Directors or the Executive Committee.
SECTION 10. A Director of this Company shall not be
disqualified by his office from dealing or contracting with the
Company, either as vendor, purchaser or otherwise, nor shall any
transactions or contract of this Company be void or voidable by
reason of the fact that any Director, or any firm of which any
Director is a member, or any corporation of which any Director is
a shareholder or Director, is in any way interested in such
transaction or contract, PROVIDED that any such transaction or
contract is or shall be authorized, ratified or approved either
(1) by vote of a majority of a quorum of the Board of Directors
or of the Executive Committee, without counting in such majority
or quorum any Director so interested, or being a member of a firm
so interested, or a shareholder or a Director of a corporation so
interested, or (2) by vote at a shareholders' meeting of the
holders of shares of the capital stock entitling them to exercise
a majority of the voting power, or by a writing or writings
signed by such holders; nor shall any Director be liable to
account to the Company for any profit realized by him from or
through any transaction or contract of this Company, authorized,
ratified or approved as aforesaid, by reason of the fact that he,
or any firm of which he is a member, or any corporation of which
he is a shareholder or Director, was interested in such
transaction or contract. Nothing herein contained shall create
any liability in the events above described or prevent the
authorization, ratification or approval of such contracts or
transactions in any other manner provided by law.
SECTION 11. The term of office of all officers shall
be one year, or until their respective successors are chosen and
qualified, but any officer may be removed from office at any time
by the Board of Directors.
SECTION 12. The officers of the Company shall have
such duties as usually pertain to their offices respectively, as
well as such power and duties as may from time to time be
conferred by the Board of Directors.
SECTION 13. The shareholders may alter or amend these
By-laws (except as set forth in the next sentence) by affirmative
vote of the holders of shares of the capital stock entitling them
to exercise a majority of the voting power, irrespective of
class, at any annual meeting or upon notice at any special
meeting. However, Section 2 of these By-laws may be altered,
amended, changed or repealed only by the affirmative vote of the
holders of at least four-fifths of the voting power of the then
outstanding voting stock of the Company, provided that such four-
fifths vote shall not be required for any amendment, alteration,
change or repeal recommended to the shareholders by two-thirds of
the Continuing Directors (as defined in Article 8 of the
Company's Restated Articles of Incorporation).
SECTION 14. In the event of emergency conditions
following a catastrophe or disaster, the following provisions
shall apply, other provisions of these by-laws notwithstanding:
In the case of any vacancy or vacancies in the Board of
Directors, the remaining Directors, although less than a majority
or a quorum, by affirmative majority vote, may elect a successor
or successors to hold office until the next annual meeting of the
shareholders of the Company and until his or their successors
shall be elected and qualified. If only one Director remains, he
shall forthwith appoint two additional Directors, and the three
shall thereupon fill the remaining vacancies. The Directors so
appointed and elected shall fill any vacancies which may exist
among the officers of the Company, including the President, a
Vice President, Treasurer and Secretary, and shall also fill any
vacancies which may exist on the Executive Committee. When
deemed necessary during any such emergency conditions, notices
may be given and Directors and members of the Executive Committee
may vote and act by telephone, mail or other means of direct
communication, but meetings shall be held and Directors and the
Executive Committee shall vote and act in the regular manner if
reasonably practicable. In the event that a quorum of either the
Board of Directors or the Executive Committee cannot readily be
convened, then all the powers and duties of the Board of
Directors shall vest in an Emergency Management Committee which
shall consist of all readily available members of the Board of
Directors and the officers of the Company who are not Directors,
but the Emergency Management Committee shall act only when
necessary, at times when the Board of Directors or Executive
Committee cannot readily be convened or act as hereinabove set
forth; provided, however, that if the Emergency Management
Committee shall take action in good faith, such action shall be
valid as if taken by the Board of Directors or Executive
Committee although it may subsequently develop that at the time
such action was taken the conditions requisite for action by the
Emergency Management Committee did not in fact exist.
Exhibit 3(h)
IDACORP
Amended Bylaws
of
IDACORP, Inc.
Boise, Idaho
July 8, 1999
Article I
Office
Section 1.1. Principal Office. The Company shall
maintain its principal office in Boise, Idaho.
Section 1.2. Registered Office. The Company shall
maintain a registered office in the State of Idaho, as required
by the Idaho Business Corporation Act (the "Act").
Article II
Shareholders
Section 2.1. Annual Meeting of Shareholders. An annual
meeting of the shareholders shall be held on the first Wednesday
of May or such other time as may be designated by the Board of
Directors.
Section 2.2. Special Meetings. A special meeting of
the shareholders may be called at any time by the President, a
majority of the Board of Directors or the Chairman of the Board.
A special meeting of the shareholders also may be called by the
holders of not less than twenty percent (20%) of all the shares
entitled to vote on any issue proposed to be considered at the
proposed special meeting if such holders sign, date and deliver
to the Secretary of the Company one (1) or more written demands
for the meeting describing the purpose or purposes for which it
is to be held. Upon receipt of one (1) or more written demands
for such proposed special meeting by the holders of not less than
twenty percent (20%) of all the shares entitled to vote on any
issue proposed to be considered at the proposed special meeting,
the Secretary of the Company shall be responsible for determining
whether such demand or demands conform to the requirements of the
Act, the Restated Articles of Incorporation and these Bylaws.
After making an affirmative determination, the Secretary shall
prepare, sign and deliver the notices required for such meeting.
The shareholders' demand may suggest a time and place for the
meeting but the Board of Directors shall, by resolution,
determine the time and place of any such meeting.
Section 2.3. Place of Meetings. All meetings of the
shareholders shall be held at the Company's principal office or
at such other place as shall be designated in the notice of such
meetings.
Section 2.4. Notice of Shareholders' Meeting. Written
notice of the time and place of a meeting of the shareholders
shall be mailed to each shareholder entitled to receive notice
under the Act: (a) not less than 10 days nor more than 60 days
prior to the date of an annual or special meeting of the
shareholders; or (b) if applicable, within 30 days after the date
on which a shareholder demand satisfying the requirements of
Section 2.2 is delivered to the Secretary of the Company. Every
notice of an annual or special meeting of shareholders shall be
deemed duly served when the notice is deposited in the United
States mail or with a private overnight courier service, with
postage prepaid and addressed to the shareholder at the
shareholder's address as it appears on the Company's records or
if a shareholder shall have filed with the Secretary of the
Company a written request that the notice be sent to some other
address, then to such other address. If an annual or special
shareholders' meeting is adjourned to a different date, time or
place, notice need not be given of the new date, time or place if
such new date, time or place is announced at the meeting before
adjournment. In any event, if a new record date for the adjourned
meeting is or must be determined, notice of the adjourned meeting
shall be given to persons who are shareholders as of the new
record date.
Section 2.5. Waiver of Notice. Any shareholder may
waive any required notice of the time, place and purpose of any
meeting of the shareholders by telegram, telecopy, confirmed
facsimile or other writing, either before or after such meeting
has been held. Such waiver must be signed by the shareholder
entitled to the notice and be delivered to the Company for
inclusion in the minutes or filing with the corporate records.
The attendance of any shareholder at any shareholders' meeting
shall constitute a waiver of: (a) any objection to lack of notice
or defective notice of the meeting, unless the shareholder at the
beginning of the meeting objects to holding the meeting or
transacting business at the meeting; and (b) any objection to
consideration of a particular matter at the meeting that is not
within the purpose or purposes described in the meeting notice,
unless the shareholder objects to considering the matter when it
is presented.
Section 2.6. Quorum of Shareholders. Unless the
Restated Articles of Incorporation or the Act provide otherwise,
a majority of the outstanding shares entitled to vote on a
particular matter at a meeting shall constitute a quorum for
purposes of action on that matter at the meeting. A share may be
represented at a meeting by the record holder thereof in person
or by proxy. Once a share is represented for any purpose at a
meeting, it is deemed present for quorum purposes for the
remainder of the meeting and for any adjournment of that meeting
unless a new record date is or must be set for that adjourned
meeting. Whether or not a quorum is present, the meeting may be
adjourned by a majority vote of the shareholders present or
represented. At any adjourned meeting where a quorum is present,
any business may be transacted that could have been transacted at
the meeting originally called.
Section 2.7. Record Date for Determination of
Shareholders. The Board of Directors shall establish a record
date for determining shareholders entitled to notice of a
shareholders' meeting, to vote or to take any other action, which
date shall not be more than 70 days before the meeting or action
requiring a determination of shareholders. A determination of
shareholders is effective for any adjournment of the meeting,
unless a new record date is or must be set.
Section 2.8. Shareholders' List for Meeting. The
officer or agent in charge of the stock transfer books for shares
of the Company shall prepare an alphabetical list of the names of
all shareholders who are entitled to notice of a shareholders'
meeting. The list shall be arranged by voting group, and within
each voting group by class or series of shares, and show the
address of and number of shares held by each shareholder. The
list shall be made available for inspection by any shareholder,
at least 10 days before the meeting for which the list was
prepared and continuing through the meeting, at the Company's
principal office or at a place identified in the meeting notice
in the city where the meeting will be held. The Company also
shall make the list available at the shareholders' meeting, and
any shareholder is entitled to inspect the list at any time
during the meeting or any adjournment.
Section 2.9. Transaction of Business at Shareholders'
Meetings.
2.9.1 Transaction of Business at Annual Meeting.
Business transacted at an annual meeting of shareholders may
include all such business as may properly come before the
meeting. Nominations of persons for election to the Board of
Directors and the proposal of business to be considered by the
shareholders may be made at an annual meeting of shareholders:
(a) pursuant to the Company's notice of meeting; (b) by or at the
direction of the Board of Directors; or (c) by any shareholder
who was a shareholder of record at the time of giving of notice
of the meeting, who is entitled to vote at the meeting and who
complies with the notice procedures set forth in this Section
2.9.1.
For nominations or other business to be properly
brought before an annual meeting by a shareholder, the
shareholder must have given timely notice thereof in writing to
the Secretary of the Company and such other business must
otherwise be a proper matter for shareholder action. To be
timely, a shareholder's notice shall be delivered to the
Secretary at the principal executive offices of the Company not
earlier than the close of business on the 90th day nor later than
the close of business on the 60th day prior to the first
anniversary of the preceding year's annual meeting; provided,
however, that in the event that the date of the annual meeting is
more than 30 days before or more than 60 days after such
anniversary date, notice by the shareholder to be timely must be
so delivered not earlier than the close of business on the 90th
day prior to such annual meeting and not later than the close of
business on the later of the 60th day prior to such annual
meeting or the 10th day following the day on which public
announcement of the date of such meeting is first made by the
Company. In no event shall the public announcement of an
adjournment of an annual meeting commence a new time period for
the giving of a shareholder's notice as described above. Such
shareholder's notice shall set forth: (a) as to each person whom
the shareholder proposes to nominate for election or reelection
as a director all information relating to such person that is
required to be disclosed in solicitations of proxies for election
of directors in an election contest, or is otherwise required, in
each case pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and Rule
14a-11 thereunder (including such person's written consent to
being named in the proxy statement as a nominee and to serving as
a director if elected); (b) as to any other business that the
shareholder proposes to bring before the meeting, a brief
description of the business desired to be brought before the
meeting, the reasons for conducting such business at the meeting
and any material interest in such business of such shareholder
and the beneficial owner, if any, on whose behalf the proposal is
made; and (c) as to the shareholder giving the notice and the
beneficial owner, if any, on whose behalf the nomination or
proposal is made (i) the name and address of such shareholder, as
they appear on the Company's books, and of such beneficial owner
and (ii) the class and number of shares of the Company which are
owned beneficially and of record by such shareholder and such
beneficial owner.
2.9.2 Transaction of Business at Special Meeting.
Business transacted at a special meeting of the shareholders
shall be limited to the purposes set forth in the notice of the
special meeting. Nominations of persons for election to the Board
of Directors may be made at a special meeting of shareholders at
which directors are to be elected pursuant to the Company's
notice of meeting: (a) by or at the direction of the Board of
Directors; or (b) provided that the Board of Directors has
determined that directors shall be elected at such meeting, by
any shareholder of the Company who is a shareholder of record at
the time of giving of notice of the meeting, who is entitled to
vote at the meeting and who complies with the notice procedures
set forth in this Section 2.9.2.
In the event the Company calls a special meeting of
shareholders for the purpose of electing one or more directors to
the Board of Directors, any such shareholder may nominate a
person or persons, as the case may be, for election to such
position or positions as specified in the Company's notice of
meeting, if the shareholder's notice required by this Section
2.9.2 shall be delivered to the Secretary at the principal
executive offices of the Company not earlier than the close of
business on the 90th day prior to such special meeting and not
later than the close of business on the later of the 60th day
prior to such special meeting or the 10th day following the day
on which public announcement is first made of the date of the
special meeting and of the nominees proposed by the Board of
Directors to be elected at such meeting. In no event shall the
public announcement of an adjournment of a special meeting
commence a new time period for the giving of a shareholder's
notice as described above. Such shareholder's notice shall set
forth: (a) as to each person whom the shareholder proposes to
nominate for election or reelection as a director all information
relating to such person that is required to be disclosed in
solicitations of proxies for election of directors in an election
contest, or is otherwise required, in each case pursuant to
Regulation 14A under the Exchange Act and Rule 14a-11 thereunder
(including such person's written consent to being named in the
proxy statement as a nominee and to serving as a director if
elected); and (b) as to the shareholder giving the notice and the
beneficial owner, if any, on whose behalf the nomination or
proposal is made, (i) the name and address of such shareholder,
as they appear on the Company's books, and of such beneficial
owner and (ii) the class and number of shares of the Company
which are owned beneficially and of record by such shareholder
and such beneficial owner.
2.9.3 General. Only such persons who are nominated in
accordance with the procedures set forth in this Section 2.9
shall be eligible to serve as directors and only such business
shall be conducted at a meeting of shareholders as shall have
been brought before the meeting in accordance with the procedures
set forth in this Section 2.9. The chairman of the meeting shall
have the power and duty to determine whether a nomination or any
business proposed to be brought before the meeting was made or
proposed, as the case may be, in accordance with the procedures
set forth in this Section 2.9 and, if any proposed nomination or
business is not in compliance with this Section 2.9, to declare
that such defective proposal or nomination shall be disregarded,
unless otherwise provided by any applicable law.
For purposes of this Section 2.9, "public announcement"
shall mean disclosure in a press release reported by the Dow
Jones News Service, Associated Press or comparable national news
service or in a document publicly filed by the Company with the
Securities and Exchange Commission pursuant to Section 13, 14 or
15(d) of the Exchange Act.
Notwithstanding the foregoing provisions of this
Section 2.9, a shareholder shall also comply with all applicable
requirements of the Exchange Act and the rules and regulations
thereunder with respect to the matters set forth in this Section
2.9. Nothing in this Section 2.9 shall be deemed to affect any
rights of: (a) the shareholders to request inclusion of proposals
in the Company's proxy statement pursuant to Rule 14a-8 under the
Exchange Act; or (b) the holders of any series of Preferred Stock
to elect directors under specified circumstances.
Section 2.10. Action by Written Consent. Any action
required or permitted by the Act to be taken at an annual or
special meeting of shareholders may be taken without a meeting,
without prior notice, and without a vote, if consents in writing,
setting forth the action so taken, are signed by the holders of
all of the outstanding shares of stock entitled to vote on the
matter.
Section 2.11. Presiding Officer. The Chairman of the
Board shall act as chairman of all meetings of the shareholders.
In the absence of the Chairman of the Board, the President, or in
his absence, any Vice President designated by the Board of
Directors shall act as the chairman of the meeting.
Section 2.12. Procedure. At each meeting of
shareholders, the chairman of the meeting shall fix and announce
the date and time of the opening and the closing of the polls for
each matter upon which the shareholders will vote at the meeting
and shall determine the order of business and all other matters
of procedure. Except to the extent inconsistent with any such
rules and regulations as adopted by the Board of Directors, the
chairman of the meeting may establish rules, which need not be in
writing, to maintain order and safety and for the conduct of the
meeting. Without limiting the foregoing, the chairman of the
meeting may: (a) determine and declare to the meeting that any
business is not properly before the meeting and therefore shall
not be considered; (b) restrict attendance at any time to bona
fide shareholders of record and their proxies and other persons
in attendance at the invitation of the chairman of the meeting;
(c) restrict dissemination of solicitation materials and use of
audio or visual recording devices at the meeting; (d) adjourn the
meeting without a vote of the shareholders, whether or not there
is a quorum present; and (e) make rules governing speeches and
debate, including time limits and access to microphones.
The chairman of the meeting acts in his absolute
discretion and his rulings are not subject to appeal.
Article III
Board of Directors
Section 3.1. Authority. The Board of Directors shall
have the ultimate authority over the conduct and management of
the business affairs of the Company.
Section 3.2. Number. The number of directors of the
Company shall be not less than nine (9) nor more than 15, as
determined from time to time by the vote of a majority of the
Board of Directors. Unless otherwise provided by the Act, the
number of directors may be increased or decreased, beyond the
limits set forth above, only by an amendment to these Bylaws. To
the extent permitted by the Act, any newly created or eliminated
directorships resulting from such increase or decrease shall be
apportioned by the Board of Directors among the then existing
classes of directors so as to maintain such classes as nearly
equal in number as possible. No change in the number of directors
shall shorten the term of any director then in office.
Section 3.3. Term. Each director shall hold office
from the date of his or her election and qualification until his
or her successor shall have been duly elected and qualified or
until his or her earlier removal, resignation, death or
incapacity.
Section 3.4. Eligibility for Elections. No person who
will be 70 years of age or more on or before an annual meeting
shall be nominated to the Board of Directors, and any directors
who reach the age of 70 shall be automatically retired from the
Board of Directors.
Section 3.5. Regular Meetings of the Board. Regular
meetings of the Board of Directors may be held at times and
places agreed on by a majority of the directors at any meeting of
the Board of Directors, and such regular meetings may be held at
such times and places without any further notice of the date,
time, place or purposes of such regular meetings.
Section 3.6. Special Meetings of the Board. Special
meetings of the Board of Directors may be called: (a) by, or at
the request of, the Chairman of the Board; or (b) by the
Secretary of the Company at the written request of a majority of
the directors then in office. Special meetings of the Board of
Directors may be called on not less than 12 hours notice to each
director, given orally or in writing, either personally, by
telephone (including by message or by recording device), by
facsimile transmission, by telegram or by telex, or on not less
than three (3) calendar days' notice to each director given by
mail. Notice of the special meeting of the Board of Directors
shall specify the date, time and place of the meeting. Actions
taken at any such meeting shall not be invalidated because of
lack of notice if notice is waived as provided in Section 3.7.
Section 3.7. Waiver of Notice. A director may waive
any required notice before or after the date and time stated in
the notice by written waiver signed by the director entitled to
the notice and filed with the minutes or corporate records. In
addition, a director's attendance at or participation in a
meeting waives any required notice to the director of the meeting
unless the director at the beginning of the meeting, or promptly
upon the director's arrival, objects to holding the meeting or
transacting business at the meeting and does not thereafter vote
for or assent to action taken at the meeting.
Section 3.8. Participation by Telecommunication. Any
director may participate in any meeting of the Board of Directors
through the use of any means of communication by which all
directors participating in the meeting may simultaneously hear
each other during the meeting. A director participating in a
meeting by this means shall be deemed to be present in person at
the meeting.
Section 3.9. Quorum of Directors. A majority of the
directors in office immediately before the meeting begins shall
constitute a quorum for the transaction of business at any
meeting of the Board of Directors.
Section 3.10. Action. If a quorum is present when the
vote is taken, the Board of Directors shall take actions pursuant
to resolutions adopted by the affirmative vote of: (a) a majority
of the directors present at the meeting of the Board of
Directors; or (b) such greater number of the directors as may be
required by the Restated Articles of Incorporation, these Bylaws
or the Act.
Section 3.11. Action by Unanimous Written Consent. Any
action required or permitted to be taken at a Board of Directors'
meeting may be taken without a meeting if the action is taken by
all members of the Board of Directors. The action shall be
evidenced by one (1) or more written consents describing the
action taken, signed by each director, and included in the
minutes or filed with the corporate records reflecting the action
taken.
Section 3.12. Selection of the Chairman of the Board
and Officers. The Chairman of the Board shall be selected by and
from the members of the Board of Directors. He or she shall
conduct all meetings of the Board of Directors and shall perform
all duties incident thereto.
The Board of Directors shall also select a President, a
Vice President, a Secretary and a Treasurer and such additional
Vice Presidents, Assistant Secretaries, Assistant Treasurers and
other officers and agents as the Board of Directors from time to
time may deem advisable. If the Board of Directors wishes, it
may also elect as an officer of the Corporation the Chairman of
the Board.
Section 3.13 Powers and Duties of Officers and Agents.
The powers and duties of the officers and agents shall be
determined by the Board of Directors and these Bylaws.
Section 3.14. Delegation of Powers. For any reason
deemed sufficient by the Board of Directors, whether occasioned
by absence or otherwise, the Board may delegate all or any of the
powers and duties of any officer to any other officer or
director, but no officer or director shall execute, verify or
acknowledge any instrument in more than one capacity unless
specifically authorized by the Board of Directors.
Section 3.15. Appointment of Executive Committee. At
the same meeting at which the Board of Directors selects the
Chairman of the Board, the Board of Directors shall appoint an
Executive Committee consisting of two (2) or more members, who
shall serve at the pleasure of the Board of Directors. Such
appointments shall be made by a majority of all the directors in
office when the action is taken. Unless otherwise provided by the
Act or further limited by a resolution of the Board of Directors,
the Executive Committee may exercise all of the powers of the
Board of Directors.
Section 3.16. Power to Appoint Additional Committees
of the Board. The Board of Directors shall have the power to
designate, by resolution, one (1) or more additional committees
and appoint members of the Board of Directors to serve on them.
To the extent provided in such resolution, such committees may
manage the business and affairs of the Company, unless otherwise
provided by the Act. Each committee shall have two (2) or more
members, who shall serve at the pleasure of the Board of
Directors. A majority of the members of any committee of the
Board of Directors will constitute a quorum for any committee
action.
Section 3.17. Compensation. The Board of Directors
may, by resolution, authorize the payment to directors of
compensation for the performance of their duties. No such payment
shall preclude any director from serving the Company in any other
capacity and receiving compensation therefor. The Board of
Directors may also, by resolution, authorize the reimbursement of
expenses incurred by directors in the performance of their
duties.
Section 3.18 Conflicting Interest Transaction. Any
conflicting interest transaction shall be governed by Sections 30-
1-860 through 30-1-863 of the Act.
Article IV
Officers
Section 4.1. General. The officers of the Corporation
shall consist of a President, a Vice President, a Secretary, a
Treasurer and such additional Vice Presidents, Assistant
Secretaries, Assistant Treasurers and other officers and agents
as the Board of Directors from time to time may deem advisable.
If the Board of Directors wishes, it may also elect as an officer
of the Corporation the Chairman of the Board. Each such officer
shall hold office for such term, if any, as may be established by
the Board of Directors or set forth in an employment agreement,
if any, or until his or her successor shall have been duly
elected and qualified or until his or her earlier resignation,
retirement, removal from office, incapacity or death. The Board
of Directors may remove any officer or agent at any time, with or
without cause, unless otherwise provided by the Act or the
Articles of Incorporation. One person may hold two or more
offices, except the offices of President and Secretary.
Section 4.2. President. The President shall have
general and active management of the business of the Company and
shall see that all orders and resolutions of the Board of
Directors are carried into effect. The President shall have the
general powers and duties of supervision and management usually
vested in the office of president of a corporation.
Section 4.3. Vice Presidents. Each Vice President
shall serve under the direction of the President and shall
perform such other duties as the Board of Directors shall from
time to time direct.
Section 4.4 Secretary. The Secretary of the Company
shall serve under the direction of the President and shall
perform such other duties as the Board of Directors shall from
time to time direct, unless otherwise provided by these Bylaws or
determined by the Board of Directors. The Secretary shall be
responsible for preparing minutes of the directors' and
shareholders' meetings and for authenticating records of the
Company. The Secretary shall safely keep in his custody the seal
of the Company and shall have authority to affix the same to all
instruments where its use is required. The Secretary shall give
all notices required by the Act, these Bylaws or any resolution
of the Board of Directors.
Section 4.5. Treasurer. The Treasurer shall serve
under the direction of the President and shall perform such other
duties as the Board of Directors shall from time to time direct.
The Treasurer shall have custody of all corporate funds and
securities and shall keep in books belonging to the Company full
and accurate accounts of all receipts and disbursements. The
Treasurer shall deposit all monies, securities and other valuable
effects in the name of the Company in such depositories as may be
designated for that purpose by the Board of Directors and shall
disburse the funds of the Company as may be ordered by the Board
of Directors. The Treasurer shall upon request report to the
Board of Directors on the financial condition of the Company.
Section 4.6. Assistant Secretary and Assistant
Treasurer. The Assistant Secretary, in the absence or disability
of the Secretary, shall perform the duties and exercise the
powers of the Secretary. The Assistant Treasurer, in the absence
or disability of the Treasurer, shall perform the duties and
exercise the powers of the Treasurer.
Article V
Stock and Transfers
Section 5.1. Certificates for Shares. Subject to the
provisions of Section 5.2, every shareholder shall be entitled to
a certificate of the shares to which the shareholder has
subscribed, and each certificate shall be signed, either manually
or by facsimile, by any two (2) of the following: the Chairman of
the Board (if he or she is an officer), the President, the
Treasurer and the Secretary. Such certificate may bear the seal
of the Corporation or a facsimile thereof, Each certificate shall
state the name of the Corporation, the number and class of shares
and designation of the series, if any, that the certificate
represents. In case any officer, transfer agent or registrar who
has signed, or whose facsimile signature has been placed upon, a
certificate shall have ceased to be such officer, transfer agent
or registrar before such certificate is issued, it may be issued
by the Corporation with the same effect as if such person or
entity were such officer, transfer agent or registrar at the date
of issue.
Section 5.2. Shares Without Certificates. The Company
shall have the power to authorize the issue of some or all of the
shares of any or all of its classes or series without
certificates. The authorization shall not affect shares already
represented by certificates until they are surrendered to the
Company. Within a reasonable time after the issue or transfer of
shares without certificates, the Company shall send the
shareholder a written statement of the information required on
certificates by the Act.
Section 5.3. Transferable Only on Books of the
Company. Shares of the capital stock of the Company shall be
transferred on the books of the Company only by the holder of the
shares in person or by an attorney lawfully appointed in writing
and upon surrender of the certificates, if any, for the shares. A
record shall be made of every such transfer and issue. Whenever
any transfer is made for collateral security and not absolutely,
the fact shall be so expressed in the entry of such transfer.
Section 5.4. Stock Ledger. The Company shall maintain
a stock ledger that contains the name and address of each
shareholder and the number of shares of each class of the capital
stock that the shareholder holds. The stock ledger may be in
written form or in any other form that can be converted within a
reasonable time into written form for visual inspection.
Section 5.5. Registered Shareholders. The Company
shall have the right to treat the registered holder of any share
of its capital stock as the absolute owner of such share and
shall not be bound to recognize any equitable or other claim to
or interest in such share on the part of any other person,
whether or not the Company shall have express or other notice
thereof, unless otherwise required by any applicable law.
Article VI
Indemnification
Section 6.1. Defined Terms. Capitalized terms used in
this Article VI that are defined in Section 30-1-850 of the Act
shall have the meaning given to such terms under Section 30-1-850
of the Act.
Section 6.2. Insurance. The Company shall have the
power to purchase and maintain insurance, in such amounts as the
Board of Directors may deem appropriate, on behalf of any person
who is a Director, Officer, employee or agent against Liability
and Expenses in connection with any Proceeding, to the extent
permitted under any applicable law.
Section 6.3. Agreements. The Company may enter into an
indemnification agreement with any Director, Officer, employee or
agent, to the extent permitted under any applicable law.
Section 6.4. Amendments. Any amendment or repeal of
this Article VI shall not be retroactive in effect.
Section 6.5. Severability. In case any provision in
this Article VI shall be determined at any time to be
unenforceable in any respect, the other provisions shall not in
any way be affected or impaired thereby, and the affected
provision shall be given the fullest possible enforcement in the
circumstances.
Article VII
Amendment of Bylaws
Section 7.1. Amendment by the Board of Directors.
These Bylaws may be amended, altered, changed, added to, repealed
or substituted by the affirmative vote of a majority of the Board
of Directors, unless the Restated Articles of Incorporation,
these Bylaws or the Act provide otherwise.
Section 7.2. Amendment by the Shareholders. Subject to
the provisions of Section 7.3, these Bylaws may be amended,
altered, changed, added to, repealed or substituted by the
affirmative vote of a majority of all shares entitled to vote
thereon, if notice of the proposed amendment, alteration, change,
addition, repeal or substitution is contained in the notice of
the meeting.
Section 7.3. Amendment of Certain Provisions.
Notwithstanding any other provision of these Bylaws, (i) any
amendment, alteration, change, addition, repeal or substitution
of this Section 7.3, Section 2.9 or Article III of these Bylaws
by the shareholders shall require the affirmative vote of two-
thirds of all shares entitled to vote thereon; and (ii) no change
of the date for the annual meeting of the shareholders shall be
made by the shareholders within the 30-day period preceding the
date designated for the annual meeting pursuant to Section 2.l,
unless consented to in writing, as provided in Section 2.10, or
approved at any meeting of the shareholders by a majority of all
shares entitled to vote thereon.
Exhibit 4(b)
IDAHO POWER COMPANY
P.O. Box 70
Boise, ID 83707
August 6, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Ladies and Gentlemen:
Pursuant to the exemption afforded by Item 601 of
Regulation S-K, the Company has not filed as exhibits to its
quarterly Report on Form 10-Q instruments with respect to
its long-term debt set forth below. The Company agrees to
furnish a copy of each such instrument to the Securities and
Exchange Commission upon request.
Guaranty Agreement, dated as of March 1, 1990
between Idaho Power Company and West One
Bank, as Trustee, relating to $21,425,000
American Falls Replacement Dam Bonds of the
American Falls Reservoir District, Idaho.
Guaranty Agreement, dated as of August 30,
1974 between Idaho Power Company and Pacific
Power & Light Company.
Guaranty Agreement, dated February 10, 1992,
between Idaho Power Company and New York Life
Insurance Company, as Note Purchaser,
relating to $11,700,000 Guaranteed Notes due
2017 of Milner Dam Inc.
Instruments relating to pollution control
revenue bonds, 7 1/4% Series due 2008, 8.30%
Series 1984 due 2014, 6.05% Series 1996A due
2026, Variable Rate Series 1996B due 2026 and
Variable Rate Series 1996C due 2026.
REA Notes.
Debt related to investment in affordable
housing due 1999 to 2009.
Sincerely yours,
J. LaMont Keen
Exhibit 10(e)
IDACORP, INC.
NON-EMPLOYEE DIRECTORS STOCK COMPENSATION PLAN
I. Purpose
The purpose of the IDACORP, Inc. Non-Employee Directors
Stock Compensation Plan is to provide ownership of the
Company's stock to non-employee members of the Board of
Directors and to strengthen the commonality of interest
between directors and shareholders.
II. Definitions
When used herein, the following terms shall have the
respective meanings set forth below:
"Annual Retainer" means the annual retainer payable by the
Company to Non-Employee Directors and shall include,
for purposes of this Plan, meeting fees, cash retainers
and any other cash compensation payable to Non-Employee
Directors by the Company for services as a Director.
"Annual Meeting of Shareholders" means the annual meeting
of shareholders of the Company at which directors of
the Company are elected.
"Board" or "Board of Directors" means the Board of Directors
of the Company.
"Committee" means a committee whose members meet the
requirements of Section IV(A) hereof, and who are appointed
from time to time by the Board to administer the Plan.
"Common Stock" means the common stock, without par value,
of the Company.
"Company" means IDACORP, Inc., an Idaho corporation, and
any successor corporation.
"Effective Date" means May 17, 1999.
"Employee" means any officer or other common law employee
of the Company or of any Subsidiary.
"Exchange Act" means the Securities Exchange Act of 1934,
as amended.
"Non-Employee Director" or "Participant" means any person
who is elected or appointed to the Board of Directors of
the Company and who is not an Employee.
"Plan" means the Company's Non-Employee Directors Stock
Compensation Plan, adopted by the Board on May 5, 1999, as
it may be amended from time to time.
"Plan Year" means the period commencing on June 1 and ending
the next following May 30.
"Stock Payment" means that portion of the Annual Retainer
to be paid to Non-Employee Directors in shares of Common
Stock rather than cash for services rendered as a director
of the Company, as provided in Section V hereof.
"Subsidiary" means any corporation that is a "subsidiary
corporation" of the Company, as that term is defined in
Section 424(f) of the Internal Revenue Code of 1986, as
amended.
III. Shares of Common Stock Subject to the Plan
Subject to Section VII below, the maximum aggregate number
of shares of Common Stock that may be delivered under the
Plan is 10,500 shares. The Common Stock to be delivered
under the Plan will be made available from treasury stock or
shares of Common Stock purchased on the open market.
IV Administration
A. The Plan will be administered by a committee appointed
by the Board, consisting of two or more persons.
Members of the Committee need not be members of the
Board. The Company shall pay all costs of administration
of the Plan.
B. Subject to and not inconsistent with the express
provisions of the Plan, the Committee has and may
exercise such powers and authority of the Board as may
be necessary or appropriate for the Committee to carry
out its functions under the Plan. Without limiting the
generality of the foregoing, the Committee shall have
full power and authority (i) to determine all questions
of fact that may arise under the Plan, (ii) to
interpret the Plan and to make all other determinations
necessary or advisable for the administration of the
Plan and (iii) to prescribe, amend and rescind rules
and regulations relating to the Plan, including,
without limitation, any rules which the Committee
determines are necessary or appropriate to ensure that
the Company and the Plan will be able to comply with
all applicable provisions of any federal, state or
local law. All interpretations, determinations and
actions by the Committee will be final and binding upon
all persons, including the Company and the
Participants.
V. Determination of Annual Retainer and Stock Payments
A. The Board shall determine the Annual Retainer payable
to all Non-Employee Directors of the Company.
B. Each director who is a Non-Employee Director
immediately following the date of the Company's Annual
Meeting of Shareholders shall receive as a portion of
the Annual Retainer, payable to such director on June
1, or on the first business day thereafter, a Stock
Payment of $6,000 in value of Common Stock. The number
of shares granted shall be determined based on (i) for
treasury stock, the closing price of the Common Stock
on the consolidated transaction reporting system on the
business day immediately preceding the date of payment,
and (ii) for open market purchases, the actual price
paid to purchase the shares. A certificate evidencing
the shares of Common Stock constituting the Stock
Payment shall be registered in the name of the
Participant and issued to each Participant. The cash
portion of the Annual Retainer shall be paid to Non-
Employee Directors at such times and in such manner as
may be determined by the Board of Directors.
C. No Non-Employee Director shall be required to forfeit
or otherwise return any shares of Common Stock issued
as a Stock Payment pursuant to the Plan notwithstanding
any change in status of such Non-Employee Director
which renders him ineligible to continue as a
Participant in the Plan. Any person who is a Non-
Employee Director immediately following the Company's
Annual Meeting of Shareholders shall be entitled to
receive a Stock Payment as a portion of the applicable
Annual Retainer.
VI. Adjustment For Changes in Capitalization
If the outstanding shares of Common Stock of the Company are
increased, decreased or exchanged for a different number or
kind of shares or other securities, or if additional shares
or new or different shares or other securities are
distributed with respect to such shares of Common Stock or
other securities, through merger, consolidation, sale of all
or substantially all of the property of the Company,
reorganization or recapitalization, reclassification, stock
dividend, stock split, reverse stock split, combinations of
shares, rights offering, distribution of assets or other
distribution with respect to such shares of Common Stock or
other securities or other change in the corporate structure
or shares of Common Stock, the maximum number of shares
and/or the kind of shares that may be issued under the Plan
shall be appropriately adjusted by the Committee. Any
determination by the Committee as to any such adjustment
will be final, binding and conclusive. The maximum number
of shares issuable under the Plan as a result of any such
adjustment shall be rounded down to the nearest whole share.
VII. Amendment and Termination of Plan
The Board will have the power, in its discretion, to amend,
suspend or terminate the Plan at any time.
VIII. Effective Date and Duration of the Plan
The Plan will become effective upon the Effective Date and
shall remain in effect, subject to the right of the Board of
Directors to terminate the Plan at any time pursuant to
Section VIII, until all shares subject to the Plan have been
purchased or acquired according to the Plan's provisions.
IX. Miscellaneous Provisions
A. Continuation of Directors in Same Status
Nothing in the Plan or any action taken pursuant to the
Plan shall be construed as creating or constituting
evidence of any agreement or understanding, express or
implied, that the Company will retain a Non-Employee
Director as a director or in any other capacity for any
period of time or at a particular retainer or other
rate of compensation, as conferring upon any
Participant any legal or other right to continue as a
director or in any other capacity, or as limiting,
interfering with or otherwise affecting the right of
the Company to terminate a Participant in his capacity
as a director or otherwise at any time for any reason,
with or without cause, and without regard to the effect
that such termination might have upon him as a
Participant under the Plan.
B. Compliance with Government Regulations
Neither the Plan nor the Company shall be obligated to
issue any shares of Common Stock pursuant to the Plan
at any time unless and until all applicable
requirements imposed by any federal and state
securities and other laws, rules and regulations, by
any regulatory agencies or by any stock exchanges upon
which the Common Stock may be listed have been fully
met. As a condition precedent to any issuance of
shares of Common Stock and delivery of certificates
evidencing such shares pursuant to the Plan, the Board
or the Committee may require a Participant to take any
such action and to make any such covenants, agreements
and representations as the Board or the Committee, as
the case may be, in its discretion deems necessary or
advisable to ensure compliance with such requirements.
The Company shall in no event be obligated to register
the shares of Common Stock deliverable under the Plan
pursuant to the Securities Act of 1933, as amended, or
to qualify or register such shares under any securities
laws of any state upon their issuance under the Plan or
at any time thereafter, or to take any other action in
order to cause the issuance and delivery of such shares
under the Plan or any subsequent offer, sale or other
transfer of such shares to comply with any such law,
regulation or requirement. Participants are
responsible for complying with all applicable federal
and state securities and other laws, rules and
regulations in connection with any offer, sale or other
transfer of the shares of Common Stock issued under the
Plan or any interest therein including, without
limitation, compliance with the registration
requirements of the Securities Act of 1933, as amended
(unless an exemption therefrom is available), or with
the provisions of Rule 144 promulgated thereunder, if
applicable, or any successor provisions. Certificates
for shares of Common Stock may be legended as the
Committee shall deem appropriate.
C. Nontransferability of Rights
No Participant shall have the right to assign the right
to receive any Stock Payment or any other right or
interest under the Plan, contingent or otherwise, or to
cause or permit any encumbrance, pledge or charge of
any nature to be imposed on any such Stock Payment
(prior to the issuance of stock certificates evidencing
such Stock Payment) or any such right or interest.
D. Severability
In the event that any provision of the Plan is held
invalid, void or unenforceable, the same shall not
affect, in any respect whatsoever, the validity of any
other provision of the Plan.
E. Governing Law
To the extent not preempted by Federal law, the Plan
shall be governed by the laws of the State of Idaho,
without regard to the conflict of law provisions of any
state.
EMPLOYMENT AGREEMENT - 1
Exhibit 10(g)
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT, dated the 12th day of
April, 1999, is by and between IDAHO POWER COMPANY, an
Idaho corporation with its principal place of business at 1221
West Idaho Street, Boise, Idaho (the "Company") and MARLENE
WILLIAMS, an individual residing in Glendale, Arizona (the
"Executive").
WITNESSETH
WHEREAS, the Company desires to retain the services of
Executive as the Vice President of Human Resources, and Executive
desires to perform such services for the Company on the terms and
conditions set forth herein;
WHEREAS, Executive represents and Company acknowledges
that Executive is fully qualified, without the benefit of any
further training or experience, to perform the responsibilities
and duties, with commensurate authorities, of the position of
Vice President of Human Resources of the Company; and
WHEREAS, Executive agrees to devote her full time and
business effort, attention and energies to the diligent
performance of her duties hereunder;
NOW, THEREFORE, Company and Executive, intending to be
legally bound, covenant and agree as follows:
1. TERMS OF EMPLOYMENT
(a) Subject to satisfactory completion of pre-
employment drug testing and background verification,
the Company hereby agrees to employ the Executive, and
the Executive hereby agrees to serve the Company, on
the terms and conditions set forth herein.
(b) The employment of the Executive by the Company
shall be for a three (3) year term for the period
commencing on April 12, 1999 ("Date of Hire") and
continuing until April 11, 2002 (the "Term") unless
sooner terminated as provided in Section 4. Following
the completion of the Term, this Agreement will be
extended on a year to year basis unless and until the
Company gives notice to the Executive to terminate upon
not less than thirty days notice prior to the end of a
contract year or the Agreement is sooner terminated as
provided in Section 4. Under this Agreement, following
the completion of the Term, a Contract Year shall be a
calendar year except for the first calendar year which
will commence on April 12, 2002, and end on December
31, 2002. The second calendar year will commence on
January 1, 2003.
(c) The duties of Executive shall be as determined by
the Board, by executive management, including the
President and Chief Executive Officer and the Senior
Vice President - Administration and in accordance with
this Employment Agreement. Without limiting the
generality of the foregoing, Executive shall report to
and advise the Senior Vice President - Administration
regarding the Human Resource matters of the Company.
Executive agrees to devote her full time business
efforts, attention and energies to the diligent
performance of her duties hereunder and will not,
during the term hereof, accept employment from any
other person, firm, corporation, governmental agency or
other entity, provided, however, Executive may devote
reasonable amounts of time to activities of a public
service, civic, or not-for-profit nature. The
Executive shall perform and discharge, faithfully,
diligently, and to the best of her ability her duties
and responsibilities. The Executive shall adhere to
all policies and working rules of the Company, IDACORP
and applicable policies of Affiliates.
(d) Executive acknowledges and agrees that Executive
owes a fiduciary duty of loyalty, fidelity and
allegiance to and shall act at all times in the best
interests of the Company and to do no act which would
injure the Company's business, its interests, or its
reputation. It is agreed that any direct or indirect
interest in, connection with or benefit from any
outside activities, particularly commercial activities,
which interest might in any way adversely affect the
Company, or any of its Affiliates, involves a possible
conflict of interest. In keeping with Executive's
fiduciary duties to the Company, Executive agrees that
Executive shall not knowingly become involved in a
conflict of interest with the Company, or its
Affiliates, and upon discovery of any conflict, shall
not allow such a conflict to continue. Moreover,
Executive agrees that Executive shall disclose to the
Company's General Counsel any facts which might involve
such a conflict of interest. The Company and Executive
recognize that it is impossible to provide an
exhaustive list of actions or interests which
constitute a "conflict of interest", including the
definition set forth in the Company's Business Conduct
Guide or Ethics Policy. Moreover, the Company and
Executive recognize there are many borderline
situations. In some instances, full disclosure of
facts by Executive to the Company's General Counsel may
be all that is necessary to enable the Company or its
Affiliates to protect their interests. In others, if
no improper motivation appears to exist and the
interests of the Company, or its Affiliates have not
suffered, prompt elimination of the outside interest
will suffice. In still others, it may be necessary for
the Company to terminate the employment relationship
with Executive. The Company and Executive agree that
the Company's determination as to whether a conflict of
interest exists shall be conclusive. The Company
reserves the right to take such action as, in its
judgment, will end the conflict of interest.
2. COMPENSATION, EXPENSES AND OTHER PAYMENTS
Company shall pay, or provide, and Executive shall accept as
full consideration for her services to be rendered hereunder, and
as a reimbursement or provision for expenses incurred by her, the
following:
(a) Base Salary
An annual salary of $125,000, payable in twenty-six
(26) equal payments during each year of this Employment
Agreement, provided, however, that effective January 1 of each
year beginning in 2000, Executive's annual compensation may be
increased in accordance with the provisions for salary increases
set forth in subsection b. below. Executive's minimum total
compensation, which in no event may be reduced in whole or in
part, shall be the annual salary at the rate of compensation
received by Executive for any given period of time or at the time
of Executive's termination.
(b) Annual Adjustments - Base Salary
Annual performance reviews will determine annual salary
increases to which Executive will be entitled effective January
1, 2000, based upon Company's then current Executive Compensation
programs as approved by the Compensation Committee of the Board
of Directors.
(c) Incentive Compensation - Annual
(i) 1999
Executive shall participate in the 1999 Executive
Incentive plan. The Target Incentive percentage is 15 percent of
Executive's Base Salary with a potential maximum of 30 percent.
Because Executive will not have worked for the entire calendar
year 1999, Executive's award determination under the 1999
Executive Incentive Plan will be made on a pro-rata basis.
(ii) Term of Agreement
During the Term of this Agreement, unless sooner
terminated, Executive shall be entitled to participate in the
Company's Executive Incentive Plan and any successor Plans
thereto, in accordance with the terms thereof.
(d) Incentive Compensation - Long Term
(i) 1999
The Company implemented a Restricted Stock Plan in 1995
as an equity-based long-term incentive plan. A grant under the
Plan was made to all officers in January of 1999 with a three-
year restricted period beginning January 1, 1999 and ending
December 31, 2001, with a single financial goal of Cumulative
Earnings Per Share ("CEPS"). The restricted stock grant
percentage (a percentage of base salary converted into shares of
stock based upon the closing price for a share of IDACORP common
stock on December 31, 1998) for the position of Vice President -
Human Resources is a target percentage of 20 percent. However,
under the terms of the Plan, to be eligible to receive a final
share award, each officer must be employed as an officer during
the entire restricted period. Because Executive will not have
been employed during the entire restricted period, the Company
shall establish a Stock Equivalent equal to the grant Executive
would have received under the Plan for 1999 based upon a Base
Salary of $125,000 with a target percentage of 20 percent as
follows:
RESTRICTED STOCK PLAN EQUIVALENT
1999-2001 RESTRICTED PERIOD
MARLENE WILLIAMS
1999 Grant Shares
Title Name Target Base Salary Min Target Max
V.P.-Human Marlene Williams 20% $125,000 345 691 1,036
Resources
Goal - 1999-2001 Restricted Period (Cumulative Earnings
Per Share) $6.90 $7.05 $7.20
Based upon IDACORP Common Stock closing price on December 31,
1998 of $36.1875.
Effective on the Date of Hire, the Company shall
establish, in Executive's name, a Stock Equivalent of 691 shares
of IDACORP Common Stock. Executive shall be entitled, during the
three-year restricted period, to receive dividend equivalents on
such Stock Equivalents, which is the right to be paid an amount
equal to any and all cash dividends declared on an equal number
of outstanding shares of IDACORP common stock (Dividend
Equivalent). Such Dividend Equivalent shall be paid to Executive
in cash at the same time cash dividends are paid to IDACORP
common shareholders. At the conclusion of the three-year
restricted period, Executive shall be paid in cash an amount
equal to the Stock Equivalents awarded to Executive under the
terms of the Restricted Stock Plan. This allocation shall be
unfunded, and the interest of Executive therein is unsecured and
shall be subject to the general creditors of the Company. The
payment of Stock Equivalents and Dividend Equivalents is subject
to the condition that Executive be, on the date of payment, in
the employ of the Company, except that Executive shall receive
payment if Executive's employment is terminated by reason of
death or Disability.
(ii) Term of Agreement
During the Term of this Agreement, unless sooner
terminated, Executive shall be entitled to participate in the
Company's Restricted Stock Plan and any successor Plans thereto
in accordance with the terms thereof.
(e) Expenses
Company agrees to reimburse Executive for ordinary and
necessary expenses incurred by her in performing services for
Company pursuant to the terms of this Employment Agreement and in
accordance with established Company policies.
(f) Other Payments
(i) Signing Bonus
On the date of hire (April 12, 1999) the Company will
pay Executive the sum of $15,000 as consideration for executing
this Employment Agreement.
(ii) Stock Buy Out
On or about December 31, 1999,
the Company will pay Executive, if Executive
is still employed by Company, the sum of
$15,000 for the opportunity Executive lost to
receive a restricted stock award of 400
shares at approximately $37.00 per share for
the calendar year 1999.
On or about December 31, 2000,
the Company will pay Executive, if Executive
is still employed by Company, the sum of
$7,500 for the opportunity Executive lost to
receive a restricted stock award for the year
2000.
3. OTHER BENEFIT MATTERS
(a) Flexible Time Off
Flexible Time Off (FTO) hours are accrued each bi-
weekly pay period. These hours provide compensated time off for
vacation, personal illness, illness of a family member or other
personal business. The accrual rate is based on length of
service. New employees are entitled to accrue at the rate of
three weeks per year. The Company will front load four weeks of
FTO for Executive, and Executive shall, beginning on the Date of
Hire, accrue FTO at the rate of 4.62 hours per bi-weekly pay
period (120 hours per year) with a maximum accumulation of 360
hours.
(b) Relocation. The following relocation expenses
will be paid by the Company:
(i) One preview trip with spouse and child, and one
house-hunting trip with family, for a combined
maximum of eight days allowed for the two trips.
One-time transportation for the entire family from
Glendale, Arizona to Boise, Idaho.
(ii) Moving of household goods, including two vehicles,
plus packing and unpacking. Boats, campers, bulk
foods, livestock, building materials, etc. are not
included. Storage of household goods not to
exceed 90 days.
(iii) Temporary housing as required for
up to 90 days, or a $4,500 moving allowance.
Family meal expenses will be paid during travel to
Boise and for a period of one week upon arrival in
Boise. Subsequent meal expenses are not covered.
Meal expenses do not include, tobacco, alcoholic
beverages, barbecue grills, propane, medicine, or
similar non-food related expenses.
(iv) Reimbursement of closing costs on the sale of
current residence and on the purchase of a
residence in Boise. Closing costs include
Realtor's fees, loan origination fees and related
closing expenses only. Gains and losses on the
sale (market value) of an existing home, loan
"points" paid, and similar non-closing related
costs are not covered. In the event Executive has
been unable to sell her home in Glendale within 90
days of putting it up for sale, the Company will
turn the property over to the company with which
it has home purchase arrangements.
(v) Expenses not specifically outlined above are not
covered by the Company. The employee's wages will
be "grossed up" for income taxes on all relocation
expenses which may impact the employees taxable
income.
(c) Retirement Benefits
Annual retirement benefits for officers are payable
under the Company Retirement Plan (a qualified defined benefit
pension plan for all regular employees) and under the Company
Security Plan for Senior Management Employees (a non-qualified
defined benefit plan for senior management employees).
Generally, total retirement benefits from the Retirement Plan and
Security Plan will range from 60 percent to 75 percent (after ten
to fifteen years of employment at a senior manager or officer
level) of participant's average salary plus short-term incentive
bonus in the highest five consecutive years in the last ten years
of employment before retirement with a normal retirement coming
at age 62. The principal element in the retirement benefits at
the Company is the Security Plan. Eligibility in the Security
Plan is limited to key employees that are designated by the
Company. The Company shall designate Executive as a participant
in the Security Plan upon the Date of Hire. Under the Security
Plan, the retirement percentage equals six percent for each year
of the first ten years and one percent for each year thereafter
with a maximum retirement percentage of 75 percent. Each
participant in the Security Plan is immediately vested. As
further consideration for entering into this Agreement Executive
shall, upon the Date of Hire, be credited with one year of
service under the Security Plan. As a result, at the completion
of the three year term of this Employment Agreement, Executive
will have a retirement percentage of 24 percent (6 percent for
each year of the three year term plus the 6 percent credit).
(d) Nothing contained herein shall affect the Company's
ability to alter, amend, modify, add to, delete or terminate any
of the Company's employee benefit plans, policies or programs;
provided, however, that the Company may take no such action which
would have the effect of reducing or eliminating any benefit,
right or feature which the Executive shall have as of the time of
such action unless the Company's action applies equally to all
executive officers participating in such plan, policy or program.
4. TERMINATION OF EMPLOYMENT
Unless terminated in accordance with the following
provisions of this Section 4, the Company shall continue to
employ Executive and Executive shall continue to work for the
Company, during the Term of this Agreement.
(a) Death or Disability
Executive's employment shall terminate
automatically upon Executive's death during the Term of
this Agreement. The Company shall be entitled to
terminate Executive's employment because of Executive's
Disability during the Term of this Agreement in
accordance with the Company's long-term disability plan
as in effect immediately prior to the Hire Date
("Disability").
(b) By the Company
(i) The Company may terminate Executive's
employment during the Term of this Agreement for
Cause or without Cause.
(ii) Cause shall mean (A) a material default
or other material breach by Executive of her
obligations under this Agreement, (B) failure by
Executive diligently and competently to perform
Executive's duties under this Agreement, or as
prescribed by the Company, (other than any such
failure resulting form Executive's incapacity due
to physical or mental illness or any such actual
or anticipated failure after the issuance of a
Notice of Termination for Good Reason by Executive
pursuant to Subsection 4(d) after a written demand
for substantial performance is delivered to
Executive by the Senior Vice President -
Administration, which demand specifically
identifies the manner in which Company management
believes that Executive has not substantially
performed Executive's duties) (C) misconduct,
dishonesty, insubordination, (D) any act by
Executive detrimental to the good will of the
Company or damaging to the Company's relationships
with its customers, suppliers or employees, (E)
Executive's final conviction of a felony or of a
misdemeanor involving moral turpitude, or (F)
Executive's involvement in a conflict of interest
as referenced in Subsection 1(d) for which the
Company makes a determination to terminate
Executive's employment.
(c) By Executive
(i) Executive may terminate employment for Good Reason
or, upon six months' prior written notice, without Good Reason.
(ii) "Good Reason" means the occurrence (without
Executive's express written consent) of any one of the following
acts by the Company, or failures by the Company to act, unless
such act or failure to act is corrected within thirty days of the
Notice of Termination given in respect thereof:
(A) the Company assigns any duties to Executive
which are materially inconsistent with Executive's position,
duties, offices, responsibilities or reporting requirements
immediately prior to a Change in Control; or
(B) the Company reduces Executive's base salary
as in effect immediately prior to a Change in Control; or
(C) the Company discontinues any bonus or other
compensation plan or any other benefit, stock ownership plan,
restructured stock plan, stock option plan, life insurance plan,
health plan, disability plan or similar plan (as the same existed
immediately prior to the Change in Control) in which Executive
participated or was eligible to participate in immediately prior
to the Change in Control and in lieu thereof does not make
available plans providing at least comparable benefits; or
(D) the Company takes action which adversely
affects Executive's participation in, or eligibility for, or
materially reduces Executive's benefits under, any of the plans
described in (C) above, or deprives Executive of any material
fringe benefit enjoyed by Executive immediately prior to the
Change in Control, or fails to provide Executive with the number
of paid vacation days to which Executive was entitled in
accordance with this Employment Agreement immediately prior to
the Change in Control; or
(E) the Company requires Executive to be based at
any office or location other than one within a 50-mile radius of
the office or location at which Executive was based immediately
prior to the Change in Control; or
(F) the Company purports to terminate Executive's
employment otherwise than as expressly permitted by this
Agreement; or
(G) any purported termination of Executive's
employment which is not effected pursuant to a Notice of
Termination satisfying the requirements of Subsection 4(d); for
purposes of this Agreement, no such purported termination shall
be effective.
Executive's right to terminate employment for Good
Reason shall not be affected by Executive's incapacity due to
physical or mental illness. Except as provided below,
Executive's continued employment shall not constitute consent to,
or a waiver of rights with respect to, any act or failure to act
constituting Good Reason hereunder. No such event described
hereunder shall constitute Good Reason unless Executive has given
written notice to the Company specifying the event relied upon
for such termination within two (2) months, (but in no event
beyond the Term of this Agreement) from the occurrence of such
event.
(d) Termination Procedures.
(i) Notice of Termination. Any purported termination
of Executive's employment (other than by reason of death) shall
be communicated by written Notice of Termination from one party
hereto to the other party hereto in accordance with Subsection
11(a) hereof. For purposes of this Agreement, a "Notice of
Termination" shall mean a notice which shall indicate the
specific termination provision in this Agreement relied upon and
shall set forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of Executive's em
ployment under the provision so indicated.
(A) Terminations for Cause. A Notice of Termi
nation for Cause shall specify in reasonable detail the specific
provision(s) in this Agreement and the event(s) and/or
performance matters relied upon as the basis for such
termination.
(B) Termination for Good Reason. A Notice of
Termination for Good Reason shall specify in reasonable detail
the specific provision(s) in this Agreement and the event(s)
relied upon as the basis for such termination.
(ii) Date of Termination. Except as otherwise provided
in Section 9 of this Agreement, "Date of Termination," with
respect to any purported termination of Executive's employment
during the Term of this Agreement, shall mean (A) if Executive's
employment is terminated for Disability, thirty (30) days after
Notice of Termination is given (provided that Executive shall not
have returned to the full-time performance of Executive's duties
during such thirty (30) day period), and (B) if Executive's
employment is terminated for any other reason, the date specified
in the Notice of Termination (which, in the case of a termination
by the Company for other than Cause, shall not be less than
thirty (30) days and, in the case of a termination by Executive
other than for Good Reason, shall not be less than six (6)
months, from the date such Notice of Termination is given).
(iii) No Waiver. The failure to set forth any fact
or circumstance in a Notice of Termination shall not constitute a
waiver of the right to assert, and shall not preclude the party
giving notice from asserting, such fact or circumstance in an
attempt to enforce any right under or provision of this
Agreement.
5. OBLIGATIONS OF THE COMPANY UPON TERMINATION
(a) By the Company other than for Cause, Death or
Disability, or by Executive for Good Reason.
(i) If, during the Term of this Agreement, the Company
terminates Executive's employment other than for Cause, death, or
Disability, or Executive terminates her employment for Good
Reason,
(A) the Company shall pay or provide to Executive
within 5 business days the Accrued Obligations (as that term is
defined in subsection 5(b) below);
(B) the Company shall continue to pay or provide
to Executive, commencing with the month in which the Date of
Termination shall have occurred and ending on the last day of the
Term of the Agreement (the "Severance Period") (paid in the same
form and at the same time as would have been paid had Executive's
employment not terminated), (1) Executive's Annual Base Salary
(at the same level that was being paid to Executive on the Date
of Termination or, if higher, at the time of the Change in
Control) and (2) an annual Incentive Compensation equal to the
highest earned by Executive over the three years preceding the
Date of Termination (or, if higher, over the three years
preceding the date of the Change in Control); and
(C) during the Severance Period, Executive shall
be entitled to all health and welfare benefits under the
Company's welfare benefit plans (within the meaning of Section
3(1) of the Employee Retirement Income Security Act of 1974, as
amended), as if Executive were still employed during such period,
at the same level of benefits and at the same dollar cost to
Executive as is available to all of the Company's officers
generally. If and to the extent that equivalent benefits shall
not be payable or provided under any such plan(s), the Company
shall pay or provide equivalent benefits on an individual basis.
The health and welfare benefits provided in accordance with this
subsection shall be reduced by any comparable benefits provided
by another employer.
(ii) In lieu of the benefits provided under 5(a)(i),
if, within the 36-month period following a Change in Control, the
Company terminates Executive's employment, other than for Cause,
death, or Disability, or Executive terminates her employment for
Good Reason,
(A) the Company shall pay or provide to Executive
the payments and benefits set forth in subparagraph 5(a)(i);
provided, however, that for purposes of subsections 5(a)(i)(B)
and (C), the Severance Period shall terminate 18 months following
the month in which the Date of Termination shall have occurred
rather than on the last day of the Term of the Agreement; and
(B) the Company shall pay Executive a severance
benefit, payable in eighteen equal monthly installments, equal to
eighteen months' base salary, plus the greater of (i) one and one-
half times the most recent annual incentive compensation or (ii)
one and one-half times the average annual incentive compensation
for the three prior years. In addition, Executive will be
entitled to continue participation in the Company's benefit plans
for an eighteen month period, provided, however, that such
benefit continuation will terminate upon Executive's coverage
under comparable plans. The payments and benefits continuation
provided to Executive by the Company pursuant to this subsection
will be in full and complete satisfaction (except as provided in
subsection (C) below) of any and all obligations owing to
Executive pursuant to this Agreement.
(C) It is the intention of the parties to this
Agreement that no severance benefits hereunder will be paid to
the extent that such benefits (either alone or when aggregated
with other benefits contingent on a Change in Control paid to or
for benefit of Executive) constitute "excess parachute payments"
within the meaning of Section 280G of the Internal Revenue Code
of 1986, as amended (the "Code"). Accordingly, under the
circumstances set forth below, severance benefits payable under
this Agreement shall be subject to the following ceiling
notwithstanding anything in this Agreement to the contrary: The
"aggregate present value" of severance benefits payable under
this Agreement which, together with all other payments to
Executive or for Executive's benefit, would be "parachute
payments" if their "aggregate present value" equaled or exceeded
300% of Executive's "base amount" shall in no event exceed 295%
of Executive's "base amount" (within those terms' meaning under
Section 280G of the Code).
(D) The determination of any reduction in the
payments under this Agreement or in payments made other than
pursuant to this Agreement, pursuant to the foregoing proviso,
including apportionment among specific payments and benefits,
shall be made by Executive in good faith, and such determination
shall be conclusive and binding on the Company. The Company
shall make the calculations referred to above within thirty days
following the termination of Executive's employment and shall
provide such calculations and the basis therefor to Executive
within such period. In the event the foregoing limit is
exceeded, Executive shall give notice to the Company within 20
days of Executive's receipt of such calculations and related
information of Executive's determination of the reduction of
benefits.
The payments and benefits provided pursuant to Subsection
(a) of Section 5 are intended as liquidated damages for a
termination of Executive's employment by the Company other than
for Cause, death, or Disability or for the actions of the Company
leading to a termination of Executive's employment by Executive
for Good Reason, and shall be the sole and exclusive remedy
therefor.
(ii) For purposes of this Agreement, "Change in
Control" shall mean the earlier of the following to occur:
(A) the dissolution or liquidation of the
Company;
(B) a reorganization, merger or consolidation of
the Company with one or more unrelated corporations, if
immediately after the consummation of such transaction less than
a majority of the board of directors of the surviving corporation
is comprised of Continuing Directors. Continuing Director shall
mean (i) each member of the Board of Directors of the Company,
while such person is a member of the Board, who is not the other
party to the transaction, an Affiliate or Associate (as these
terms are defined in the Exchange Act) of such other party to the
transaction, or a representative of such other party or of any
such Affiliate or Associate, and was a member of the Board
immediately prior to the initial public announcement of a
proposal relating to a reorganization, merger or consolidation
involving such other party, or an Affiliate or Associate of such
other party or (ii) any person who subsequently becomes a member
of the Board, while such person is a member of the Board, who is
not the other party to the transaction, or an Affiliate or
Associate thereof, or a representative of such other party to the
transaction or of any such Affiliate or Associate, if such
person's nomination for election to the Board is recommended or
approved by two-thirds of the Continuing Directors then in
office;
(C) the sale, exchange, transfer or other
disposition of shares of the common stock of the Company (or
shares of the stock of any person that is a shareholder of the
Company) in one or more transactions, related or unrelated, to
one or more Persons unrelated to the Company if, as a result of
such transactions, any Person (or any Person and its affiliates)
owns more than twenty percent (20%) of the voting power of the
outstanding common stock of the Company; or
(D) the sale of all or substantially all the
assets of the Company.
(iii) The Company is in the process of preparing
Severance Agreements for Company officers. To the extent that
the provision(s) of such Severance Agreements are more beneficial
to Executive than the corresponding provision(s) of this
Employment Agreement, Executive shall be entitled to be offered
and to execute the Severance Agreement.
(b) Death or Disability. If Executive's employment is
terminated by reason of Executive's death or Disability during
the Term of this Agreement, the Company shall pay to Executive
or, in the case of Executive's death, to Executive's designated
beneficiaries (or, if there is no such beneficiary, to
Executive's estate or legal representative) in a lump sum in cash
within 30 days after the Date of Termination, the sum of the
following amounts (the "Accrued Obligations"): (1) any portion of
Executive's Annual Base Salary through the Date of Termination
that has not yet been paid; (2) with respect to Incentive
Compensation (i) Incentive Compensation - Annual - set forth in
Subsection 2(c) of this Agreement, an amount representing the
Annual Incentive Compensation for the year that would otherwise
vest and/or become payable within the year in which the Date of
Termination occurs, computed by assuming that the amount of all
such Incentive Compensation would be equal to the amount of such
Incentive Compensation that Executive would have been eligible to
earn for such period, and multiplying that amount by a fraction,
the numerator of which is the number of days in such period
through the Date of Termination, and the denominator of which is
the total number of days in the relevant period and incentives
under the Plan shall be governed by the rules of the Plan; (ii)
Incentive Compensation - Long Term - set forth in Subsection 2(d)
of this Agreement, the shares will vest, if at all, at the
conclusion of the Restricted Period in accordance with the
provisions of the Plan with the number of shares reduced pro rata
based on the number of whole months having elapsed during the
Restricted Period before the death or disability; (3) any accrued
but unpaid Incentive Compensation and vacation pay; and the
Company shall have no further obligations under this Agreement,
except as specified in Section 6 below.
(c) By the Company for Cause or by Executive other than for
Good Reason. If Executive's employment is terminated by the
Company for Cause during the Term of this Agreement, the Company
shall pay Executive the Annual Base Salary through the Date of
Termination to the extent not yet paid, and the Company shall
have no further obligations under this Agreement, except as
specified in Section 6 below. If Executive voluntarily
terminates employment during the Term of this Agreement other
than for Good Reason, the Company shall pay the Accrued
Obligations to Executive in a lump sum in cash within 30 days of
the Date of Termination, and the Company shall have no further
obligations under this Agreement, except as specified in Section
6 below.
(d) Notwithstanding any provision herein to the contrary,
the Company shall not have any obligation to pay any amount or
provide any benefit under this Section 5 unless and until the
Executive executes a release of the Company, its affiliates and
related parties, in such form as the Company may reasonably
request, of all claims against the Company, its affiliates and
related parties relating to the Executive's employment and
termination thereof.
6. NON-EXCLUSIVITY OF RIGHTS
Except as provided in Sections 1 and 3 of this Agreement,
nothing in this Agreement shall prevent or limit Executive's
continuing or future participation in any plan, program, policy
or practice provided by the Company or any of its Affiliates for
which Executive may qualify, nor shall anything in this Agreement
limit or otherwise affect such rights as Executive may have under
any contract or agreement with the Company or any of its
Affiliates. Vested benefits and other amounts that Executive is
otherwise entitled to receive under any other plan, policy,
practice, or program of, or any contract or agreement with, the
Company or any of its Affiliates on or after the Date of
Termination shall be payable in accordance with the terms of each
such plan, policy, practice, program, contract, or agreement, as
the case may be, except as explicitly modified by this Agreement.
7. FULL SETTLEMENT
The Company's obligation to make the payments provided for
in, and otherwise to perform its obligations under, this
Agreement shall not be affected by any set-off, counterclaim,
recoupment, defense or other claim, right or action that the
Company may have against Executive or others. In no event shall
Executive be obligated to seek other employment or take any other
action by way of mitigation of the amounts payable to Executive
under any of the provisions of this Agreement and the amount of
any payment or benefit provided for in this Agreement shall not
be reduced by any compensation earned by Executive as the result
of employment by another employer, by retirement benefits, by
offset against any amount claimed to be owed by Executive to the
Company, or otherwise.
8. NON-COMPETITION PROVISION AND CONFIDENTIAL INFORMATION
(a) Without prior written consent of the Company, during
the period of Executive's employment with the Company and for 12
months thereafter, Executive shall not, as a shareholder,
officer, director, partner, consultant, or otherwise, engage
directly or indirectly in any business or enterprise which is "in
competition" with the Company or its successors or assigns or
Affiliates thereof or undertake any action which would be
injurious to the Company or its Affiliates or assist the
Company's or its Affiliates' competitors; provided, however, that
Executive's ownership of less than five percent of the issued and
outstanding voting securities of a publicly traded company shall
not be deemed to constitute such competition. A business or
enterprise is deemed to be "in competition" if it is engaged in
any material business in any state of the United States in which
the Company or any of its Affiliates operates at the "applicable
time." "Applicable time" means (i) during the period of
Executive's employment hereunder, the specific date, and (ii)
after the Date of Termination, the Date of Termination.
(b) Executive shall hold in a fiduciary capacity for the
benefit of the Company all secret or confidential information,
knowledge or data relating to the Company or any of its
Affiliates and their respective businesses that Executive obtains
during Executive's employment by the Company or any of its
Affiliates and that is not public knowledge (other than as a
result of Executive's violation of this Section 8) ("Confidential
Information"). Executive shall not communicate, divulge, or
disseminate Confidential Information at any time during or after
Executive's employment with the Company, except with the prior
written consent of the Company or as otherwise required by law or
legal process. In no event shall any asserted violation of the
provisions of this Section 8 constitute a basis for deferring or
withholding any amounts otherwise payable to Executive under this
Agreement.
(c) (i) Executive acknowledges that if Executive shall
breach or threaten to breach any provision of this Section 8, the
damages to the Company and its Affiliates may be substantial,
although difficult to ascertain, and money damages will not
afford the Company and its Affiliates an adequate remedy.
Therefore, if the provisions of this Section 8 are violated, in
whole or in part, the Company and its Affiliates shall be
entitled to specific performance and injunctive relief, without
prejudice to other remedies the Company and/or its Affiliates may
have at law or in equity.
(ii) If any term or provision of this Section 8, or the
application thereof to any person or circumstances shall, to any
extent, be invalid or unenforceable, the remainder of this
Section 8, or the application of such term or provision to
persons or circumstances other than those as to which it is held
invalid or unenforceable, shall not be affected thereby, and each
term and provision of this Section 8 shall be valid and
enforceable to the fullest extent permitted by law. Moreover, if
a court of competent jurisdiction deems any provision hereof to
be too broad in time, scope, or area, it is expressly agreed that
such provision shall be reformed to the maximum degree that would
not render it unenforceable.]
9. SUCCESSORS; BINDING AGREEMENT
The Company shall require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all
or substantially all of the business and/or assets of the Company
to assume expressly and agree to perform this Agreement in the
same manner and to the same extent that the Company would be
required to perform. As used in this Agreement, the "Company"
shall mean the Company as hereinbefore defined and any successor
to its business and/or assets as aforesaid which assumes and
agrees to perform this Agreement by operation of law, or
otherwise.
10. ARBITRATION
Any dispute or controversy between the parties relating to
this Agreement (except any dispute relating to Section 8 hereof)
or relating to or arising out of Executive's employment with the
Company, shall be settled by binding arbitration in the City of
Boise, State of Idaho, pursuant to the governing rules of the
American Arbitration Association and shall be subject to the
provisions of the Uniform Arbitration Act, Idaho Code, Sections 7-
901, et. seq. Judgment upon the award may be entered in any
court of competent jurisdiction. Notwithstanding anything herein
to the contrary, if any dispute arises between the parties under
Section 8 hereof, or if the Company makes any claim under
paragraph 6, the Company shall not be required to arbitrate such
dispute or claim but shall have the right to institute judicial
proceedings in any court of competent jurisdiction with respect
to such dispute or claim. If such judicial proceedings are
instituted, the parties agree that such proceedings shall not be
stayed or delayed pending the outcome of any arbitration
proceedings hereunder.
11. MISCELLANEOUS
(a) Any notice or other communication required or permitted
under this Agreement shall be effective only if it is in writing
and delivered personally or sent by certified mail, postage
prepaid, addressed as follows:
If to the Company: J. LaMont Keen
Senior Vice President -
Administration
Idaho Power Company
P. O. Box 70
Boise, Idaho 83707
If to Executive: Marlene Williams
(Address to be provided at a
later date)
or to such other address as either party may designate by notice
to the other, and shall be deemed to have been given upon
receipt.
(b) This Agreement constitutes the entire agreement between
the parties hereto with respect to Executive's employment by the
Company, and supersedes and is in full substitution for any and
all prior understandings or agreements with respect to
Executive's employment with the Company.
(c) This Agreement may be amended only by an instrument in
writing signed by the parties hereto, and any provision hereof
may be waived only by an instrument in writing signed by the
party or parties against whom or which enforcement of such waiver
is sought. The failure of either party hereto at any time to
require the performance by the other party hereto of any
provision hereof shall in no way affect the full right to require
such performance at any time thereafter, nor shall the waiver by
either party hereto of a breach of any provision hereof be taken
or held to be a waiver of any succeeding breach of such
provision or a waiver of the provision itself or a waiver of any
other provision of this Agreement.
(d) This Agreement is binding on and is for the benefit of
the parties hereto and their respective successors, heirs,
executors, administrators and other legal representatives.
Neither this Agreement nor any right or obligation hereunder may
be assigned by the Company (except to an Affiliate) or by
Executive.
(e) If any provision of this Agreement, or portion thereof,
is so broad, in scope or duration, so as to be unenforceable,
such provision or portion thereof shall be interpreted to be only
so broad as is enforceable.
(f) This Agreement shall be governed by and construed in
accordance with the laws of the State of Idaho.
(g) This Agreement may be executed in several counterparts,
each of which shall be deemed an original, but all of which shall
constitute one and the same instrument.
(h) Executive represents and warrants that Executive is not
party to any agreement which would prohibit Executive from
entering into this Agreement or performing fully Executive's
obligations hereunder.
(i) The obligations of Executive set forth in Section 8
represent independent covenants by which Executive is and will
remain bound notwithstanding any breach by the Company, and shall
survive the termination of this Agreement.
IN WITNESS WHEREOF, the Company and Executive have
executed this Agreement as of the date first written above.
IDAHO POWER COMPANY
By:_________________________________
Senior Vice President -
Administration
MARLENE WILLIAMS
_________________________________
Name:______________________________
Exhibit 15
August 6, 1999
IDACORP, Inc.
Idaho Power Company
Boise, Idaho
We have made a review, in accordance with standards established
by the American Institute of Certified Public Accountants, of the
unaudited interim financial information of IDACORP, Inc. and
subsidiaries and Idaho Power Company and subsidiaries for the
periods ended June 30, 1999 and 1998, as indicated in our reports
dated July 30, 1999; because we did not perform an audit, we
expressed no opinion on that information.
We are aware that our reports referred to above, which are included
in your Quarterly Report on Form 10-Q for the quarter ended June
30, 1999, are incorporated by reference in Idaho Power Company's
Registration Statement No. 33-51215 on Form S-3 and IDACORP, Inc.'s
Registration Statement Nos. 333-00139 and 333-64737 on Form S-3
and Registration Statement Nos. 33-56071 and 333-65157 on Form S-8.
We also are aware that the aforementioned reports, pursuant to Rule
436(c) under the Securities Act of 1933, are not considered a part
of the Registration Statements prepared or certified by an
accountant or a report prepared or certified by an accountant
within the meaning of Sections 7 and 11 of that Act.
DELOITTE & TOUCHE LLP
Boise, Idaho
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> UT
<LEGEND>
This schedule contains summary financial information extracted from IDACORP,
Inc. and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> JUN-30-1999
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 1,725,905
<OTHER-PROPERTY-AND-INVEST> 139,280
<TOTAL-CURRENT-ASSETS> 320,086
<TOTAL-DEFERRED-CHARGES> 368,227
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 2,553,498
<COMMON> 451,076
<CAPITAL-SURPLUS-PAID-IN> 0
<RETAINED-EARNINGS> 294,644
<TOTAL-COMMON-STOCKHOLDERS-EQ> 745,720
0
105,919
<LONG-TERM-DEBT-NET> 724,832
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 13,715
<COMMERCIAL-PAPER-OBLIGATIONS> 48,150
<LONG-TERM-DEBT-CURRENT-PORT> 86,193
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 828,969
<TOT-CAPITALIZATION-AND-LIAB> 2,553,498
<GROSS-OPERATING-REVENUE> 339,222
<INCOME-TAX-EXPENSE> 27,224
<OTHER-OPERATING-EXPENSES> 239,668
<TOTAL-OPERATING-EXPENSES> 266,892
<OPERATING-INCOME-LOSS> 72,330
<OTHER-INCOME-NET> 12,356
<INCOME-BEFORE-INTEREST-EXPEN> 84,686
<TOTAL-INTEREST-EXPENSE> 33,944
<NET-INCOME> 50,742
0
<EARNINGS-AVAILABLE-FOR-COMM> 50,742
<COMMON-STOCK-DIVIDENDS> 34,931
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 85,445
<EPS-BASIC> 1.35
<EPS-DILUTED> 1.35
</TABLE>
<TABLE> <S> <C>
<ARTICLE> UT
<LEGEND>
This schedule contains summary financial information extracted from Idaho Power
Company and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> JUN-30-1999
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 1,723,824
<OTHER-PROPERTY-AND-INVEST> 110,207
<TOTAL-CURRENT-ASSETS> 257,546
<TOTAL-DEFERRED-CHARGES> 367,630
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 2,459,207
<COMMON> 94,031
<CAPITAL-SURPLUS-PAID-IN> 358,348
<RETAINED-EARNINGS> 268,243
<TOTAL-COMMON-STOCKHOLDERS-EQ> 720,622
0
105,919
<LONG-TERM-DEBT-NET> 724,832
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 13,715
<COMMERCIAL-PAPER-OBLIGATIONS> 17,276
<LONG-TERM-DEBT-CURRENT-PORT> 86,193
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 790,650
<TOT-CAPITALIZATION-AND-LIAB> 2,459,207
<GROSS-OPERATING-REVENUE> 339,222
<INCOME-TAX-EXPENSE> 27,061
<OTHER-OPERATING-EXPENSES> 239,668
<TOTAL-OPERATING-EXPENSES> 266,729
<OPERATING-INCOME-LOSS> 72,493
<OTHER-INCOME-NET> 11,712
<INCOME-BEFORE-INTEREST-EXPEN> 84,205
<TOTAL-INTEREST-EXPENSE> 30,625
<NET-INCOME> 53,580
2,720
<EARNINGS-AVAILABLE-FOR-COMM> 50,860
<COMMON-STOCK-DIVIDENDS> 34,979
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 106,260
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
