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 September 30, 1995
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-3198
IDAHO POWER COMPANY
(Exact name of registrant as specified in its charter)
Idaho 82-0130980
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1221 W. Idaho Street, Boise, Idaho 83702-5627
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (208) 388-2200
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
Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable date.
Number of shares of Common Stock, $2.50 par value, outstanding
as of October 31, 1995 is 37,612,351.
IDAHO POWER COMPANY
Index
Part I. Financial Information: Page No
Item 1. Financial Statements
Consolidated Statements of Income - Three Months,
Nine Months, and Twelve Months Ended September 30,
1995 and 1994 3-5
Consolidated Balance Sheets - September 30, 1995
and December 31, 1994 6, 7
Consolidated Statements of Cash Flows -
Nine Months and Twelve Months Ended September 30,
1995 and 1994 8, 9
Consolidated Statements of Capitalization -
September 30, 1995 and December 31, 1994 10
Notes to Consolidated Financial Statements 11-13
Report on Review by Independent Accountants 14
Item 2. Management's Discussion and Analysis
of Financial Condition and Results
of Operations 15-23
Part II. Other Information:
Item 1. Legal Proceedings 24-25
Item 6. Exhibits and Reports on Form 8-K 26-33
Signatures 34
PART I - FINANCIAL INFORMATION
IDAHO POWER COMPANY
CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994
Item 1. Financial Statements
Three Months Ended
September 30, Increase
1995 1994 (Decrease)
(Thousands of Dollars)
REVENUES (Notes 1 and 4) $148,726 $151,031 $(2,305)
EXPENSES (Notes 1 and 4):
Operation:
Purchased power 24,027 28,576 (4,549)
Fuel expense 16,527 28,679 (12,152)
Power cost adjustment 961 (3,729) 4,690
Other 29,225 30,550 (1,325)
Maintenance 9,345 11,081 (1,736)
Depreciation 17,033 16,101 932
Taxes other than income taxes 5,971 6,163 (192)
Total expenses 103,089 117,422 (14,333)
INCOME FROM OPERATIONS 45,637 33,609 12,027
OTHER INCOME:
Allowance for equity funds used during
construction (Note 2) (23) 438 (460)
Other - Net 4,747 3,619 1,128
Total other income 4,724 4,056 668
INTEREST CHARGES:
Interest on long-term debt 12,787 12,793 (7)
Other interest 1,409 942 467
Total interest charges 14,196 13,735 460
Allowance for borrowed funds used
during construction (Note 2) (48) (509) 461
Net interest charges 14,148 13,226 922
INCOME BEFORE INCOME TAXES 36,214 24,440 11,774
INCOME TAXES 12,442 8,150 4,291
NET INCOME 23,772 16,289 7,482
Dividends on preferred stock 1,976 1,862 114
EARNINGS ON COMMON STOCK $21,796 $14,427 $ 7,369
AVERAGE COMMON SHARES
OUTSTANDING (000) 37,612 37,612 N/A
Earnings per share of common stock $ 0.58 $ 0.38 $ 0.20
Dividends paid per share of common stock $ 0.465 $ 0.465 $ -
The accompanying notes are an integral part of these statements.
IDAHO POWER COMPANY
CONSOLIDATED STATEMENTS OF INCOME
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994
Nine Months Ended
September 30, Increase
1995 1994 (Decrease)
(Thousands of Dollars)
REVENUES (Notes 1 and 4) $410,316 $408,382 $ 1,934
EXPENSES (Notes 1 and 4):
Operation:
Purchased power 41,419 53,717 (12,297)
Fuel expense 39,638 70,754 (31,116)
Power cost adjustment 7,972 (12,242) 20,214
Other 93,515 93,077 437
Maintenance 28,345 32,875 (4,530)
Depreciation 50,143 47,661 2,482
Taxes other than income taxes 18,415 17,538 876
Total expenses 279,446 303,380 (23,934)
INCOME FROM OPERATIONS 130,870 105,002 25,868
OTHER INCOME:
Allowance for equity funds used during
construction (Note 2) (16) 1,552 (1,568)
Other - Net 10,065 8,406 1,659
Total other income 10,049 9,958 91
INTEREST CHARGES:
Interest on long-term debt 38,364 38,384 (19)
Other interest 4,021 2,231 1,790
Total interest charges 42,385 40,615 1,771
Allowance for borrowed funds used
during construction (Note 2) (1,180) (1,344) 164
Net interest charges 41,205 39,271 1,934
INCOME BEFORE INCOME TAXES 99,714 75,689 24,024
INCOME TAXES (Note 6) 37,626 24,110 13,516
NET INCOME 62,088 51,579 10,509
Dividends on preferred stock 6,009 5,470 539
EARNINGS ON COMMON STOCK $56,079 $46,109 $ 9,970
AVERAGE COMMON SHARES
OUTSTANDING (000) 37,612 37,461 N/A
Earnings per share of common stock $ 1.49 $ 1.23 $ 0.26
Dividends paid per share of common stock $ 1.395 $ 1.395 $ -
The accompanying notes are an integral part of these statements.
IDAHO POWER COMPANY
CONSOLIDATED STATEMENTS OF INCOME
FOR THE TWELVE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994
Twelve Months Ended
September 30, Increase
1995 1994 (Decrease)
(Thousands of Dollars)
REVENUES (Notes 1 and 4) $545,592 $543,927 $ 1,665
EXPENSES (Notes 1 and 4):
Operation:
Purchased power 47,919 59,400 (11,481)
Fuel expense 63,772 99,948 (36,176)
Power cost adjustment 8,138 (16,022) 24,160
Other 123,767 122,533 1,233
Maintenance 38,960 43,678 (4,718)
Depreciation 62,684 59,937 2,746
Taxes other than income taxes 24,822 22,250 2,571
Total expenses 370,060 391,724 21,664
INCOME FROM OPERATIONS 175,532 152,203 23,329
OTHER INCOME:
Allowance for equity funds used during
construction (Note 2) 112 2,444 (2,332)
Other - Net 12,140 9,641 2,499
Total other income 12,252 12,084 167
INTEREST CHARGES:
Interest on long-term debt 51,154 51,179 (26)
Other interest 5,051 3,681 1,370
Total interest charges 56,205 54,860 1,345
Allowance for borrowed funds used
during construction (Note 2) (1,618) (1,914) 297
Net interest charges 54,587 52,946 1,641
INCOME BEFORE INCOME TAXES 133,197 111,342 21,855
INCOME TAXES 47,758 31,596 16,162
NET INCOME 85,439 79,746 5,693
Dividends on preferred stock 7,937 7,251 686
EARNINGS ON COMMON STOCK $77,502 $72,495 $ 5,007
AVERAGE COMMON SHARES
OUTSTANDING (000) 37,612 37,348 N/A
Earnings per share of common stock $ 2.06 $ 1.94 $ 0.12
Dividends paid per share of common stock $ 1.86 $ 1.86 $ -
The accompanying notes are an integral part of these statements.
IDAHO POWER COMPANY
CONSOLIDATED BALANCE SHEETS
ASSETS
September 30, December 31,
1995 1994
(Thousands ofDollars)
ELECTRIC PLANT:
In service (at original cost) $2,466,589 $2,383,898
Accumulated provision for depreciation (819,371) (775,033)
In service - Net 1,647,218 1,608,865
Construction work in progress 18,121 46,628
Held for future use 1,106 1,150
Electric plant - Net 1,666,446 1,656,643
INVESTMENTS AND OTHER PROPERTY 17,891 18,034
CURRENT ASSETS:
Cash and cash equivalents 7,645 7,748
Receivables:
Customer 32,720 31,889
Allowance for uncollectible accounts (1,397) (1,377)
Notes 5,142 4,962
Employee notes receivable 5,224 5,444
Other 3,991 4,316
Accrued unbilled revenues (Note 1) 21,638 29,115
Materials and supplies (at average cost) 25,691 24,141
Fuel stock (at average cost) 11,931 11,310
Prepayments 21,292 21,398
Regulatory assets associated with income taxes 5,545 5,674
Total current assets 139,422 144,620
DEFERRED DEBITS:
American Falls and Milner water rights 32,440 32,605
Company owned life insurance 53,828 49,510
Regulatory assets associated with income taxes 203,133 179,311
Regulatory assets - other 66,954 67,713
Other 42,273 43,380
Total deferred debits 398,629 372,519
TOTAL $2,222,387 $2,191,816
The accompanying notes are an integral part of these statements.
IDAHO POWER COMPANY
CONSOLIDATED BALANCE SHEETS
CAPITALIZATION & LIABILITIES
September 30, December 31,
1995 1994
(Thousands of Dollars)
CAPITALIZATION (See Page 10):
Common stock equity - $2.50 par value (shares
authorized 50,000,000; shares outstanding
September 30, 1995 - 37,612,351; December 31,
1994 - 37,612,351) $ 659,824 $673,800
Preferred stock (Note 5) 132,206 132,456
Long-term debt (Note 5) 672,611 693,206
Total capitalization 1,464,641 1,499,462
CURRENT LIABILITIES:
Long-term debt due within one year 20,517 517
Notes payable 51,000 55,000
Accounts payable 27,117 32,063
Taxes accrued 19,906 16,394
Interest accrued 14,238 14,755
Other 35,938 12,574
Total current liabilities 168,716 131,303
DEFERRED CREDITS:
Accumulated deferred investment tax credits 71,414 71,593
Accumulated deferred income taxes 405,843 380,926
Regulatory liabilities associated with income taxes 35,036 35,090
Regulatory liabilities - other 668 626
Other 76,069 72,816
Total deferred credits 589,029 561,051
COMMITMENTS AND CONTINGENT LIABILITIES (Note 3)
TOTAL $2,222,387 $2,191,816
The accompanying notes are an integral part of these statements.
IDAHO POWER COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994
Nine Months Ended
September 30,
1995 1994
OPERATING ACTIVITIES: (Thousands of Dollars)
Cash received from operations:
Retail revenues $358,372 $353,054
Wholesale revenues 43,406 45,586
Other revenues 17,262 17,797
Fuel paid (45,301) (70,261)
Purchased power paid (39,514) (48,302)
Other operation & maintenance paid (119,445) (133,041)
Interest paid (includes long & short-term debt only) (41,363) (39,545)
Income taxes paid (31,814) (16,114)
Taxes other than income taxes paid (12,425) (10,713)
Other operating cash receipts and payments-Net (4,360) (1,712)
Net cash provided by operating activities 124,818 96,749
FINANCING ACTIVITIES:
Common stock issued - 13,402
Short-term borrowings - Net (4,000) 27,600
Long-term debt retirement (502) (449)
Preferred stock retirement (135) (150)
Dividends on preferred stock (5,875) (5,542)
Dividends on common stock (52,482) (52,105)
Other sources (791) 5
Net cash - financing activities (63,785) (17,239)
INVESTING ACTIVITIES:
Additions to utility plant (59,702) (81,684)
Conservation (4,589) (4,942)
Other 3,155 4,277
Net cash - investing activities (61,136) (82,349)
Change in cash and cash equivalents (103) (2,839)
Cash and cash equivalents beginning of period 7,748 8,228
Cash and cash equivalents end of period $7,645 $5,389
RECONCILIATION OF NET INCOME TO NET CASH
PROVIDED BY OPERATING ACTIVITIES:
Net Income $62,088 $51,579
Adjustments to reconcile net income to net cash:
Depreciation 50,143 47,661
Deferred income taxes 6,664 12,568
Investment tax credit-Net (179) (1,496)
Allowance for funds used during construction (1,164) (2,896)
Postretirement benefits funding (excl pensions) (3,508) (5,419)
Changes in operating assets and liabilities:
Accounts receivable 8,724 8,055
Fuel inventory (5,663) 492
Accounts payable 1,906 5,415
Taxes payable 5,353 3,777
Interest payable 986 792
Other - Net (532) (23,779)
Net cash provided by operating activities $124,818 $96,749
The accompanying notes are an integral part of these statements.
IDAHO POWER COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE TWELVE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994
Twelve Months Ended
September 30,
1995 1994
OPERATING ACTIVITIES: (Thousands of Dollars)
Cash received from operations:
Retail revenues $462,520 $450,052
Wholesale revenues 59,930 72,419
Other revenues 23,177 23,565
Fuel paid (69,570) (100,411)
Purchased power paid (53,804) (57,060)
Other operation & maintenance paid (158,179) (170,000)
Interest paid (includes long & short-term debt only) (54,194) (52,378)
Income taxes paid (32,218) (27,198)
Taxes other than income taxes paid (23,410) (21,752)
Other operating cash receipts and payments-Net (541) 5,932
Net cash provided by operating activities 153,711 123,169
FINANCING ACTIVITIES:
Common stock issued - 20,250
Short-term borrowings - Net 19,400 31,385
Long-term debt retirement (518) (30,465)
Preferred stock retirement (152) (160)
Dividends on preferred stock (7,898) (7,319)
Dividends on common stock (69,977) (69,248)
Other sources (775) 4
Net cash - financing activities (59,920) (55,553)
INVESTING ACTIVITIES:
Additions to utility plant (88,541) (119,858)
Conservation (6,477) (6,962)
Other 3,483 11,016
Net cash - investing activities (91,535) (115,804)
Change in cash and cash equivalents 2,256 (48,188)
Cash and cash equivalents beginning of period 5,389 53,577
Cash and cash equivalents end of period $7,645 $5,389
RECONCILIATION OF NET INCOME TO NET CASH
PROVIDED BY OPERATING ACTIVITIES:
Net Income $85,439 $79,746
Adjustments to reconcile net income to net cash:
Depreciation 62,684 59,937
Deferred income taxes 7,962 12,269
Investment tax credit-Net 253 (2,719)
Allowance for funds used during construction (1,729) (4,358)
Postretirement benefits funding (excl pensions) (3,271) (5,336)
Changes in operating assets and liabilities:
Accounts receivable 35 2,108
Fuel inventory (5,798) (463)
Accounts payable (5,885) 2,340
Taxes payable 8,872 (4,622)
Interest payable 1,845 1,253
Other - Net 3,304 (16,986)
Net cash provided by operating activities $153,711 $123,169
The accompanying notes are an integral part of these statements.
IDAHO POWER COMPANY
CONSOLIDATED STATEMENTS OF CAPITALIZATION
September 30, December 31,
1995 1994
(Thousands of Dollars)
COMMON STOCK EQUITY:
Common stock $94,031 $94,031
Premium on capital stock 362,944 363,063
Capital stock expense (4,127) (4,132)
Retained earnings 206,976 220,838
Total common stock equity 659,824 45.1% 673,800 44.9%
PREFERRED STOCK, cumulative, ($100 par or stated value) (Note 5):
4% preferred stock (authorized 215,000; shares
outstanding: 1995-172,063; 1994-174,556) 17,206 17,456
Serial preferred stock, authorized 150,000 shares:
7.68% Series, outstanding 150,000 shares 15,000 15,000
Serial preferred stock, without par value,
authorized 3,000,000 shares:
8.375% Series (authorized and
outstanding 250,000 shares) 25,000 25,000
Auction Rate Preferred Series A
(authorized and outstanding 500 shares) 50,000 50,000
7.07% Series (authorized and
outstanding 250,000 shares) 25,000 25,000
Total preferred stock 132,206 9.0 132,456 8.8
LONG-TERM DEBT (Note 5):
First mortgage bonds:
5 1/4% Series due 1996 20,000* 20,000
5.33 % Series due 1998 30,000 30,000
8.65 % Series due 2000 80,000 80,000
6.40 % Series due 2003 80,000 80,000
8 % Series due 2004 50,000 50,000
9.50 % Series due 2021 75,000 75,000
7.50 % Series due 2023 80,000 80,000
8 3/4% Series due 2027 50,000 50,000
9.52 % Series due 2031 25,000 25,000
Total first mortgage bonds 490,000 490,000
*Amount due within one year (20,000) -
Net first mortgage bonds 470,000 490,000
Pollution control revenue bonds:
5.90 % Series due 2003 24,200* 24,650*
6 % Series due 2007 24,000 24,000
7 1/4% Series due 2008 4,360 4,360
7 5/8% Series 1983-1984 due 2013-2014 68,100 68,100
8.30 % Series 1984 due 2014 49,800 49,800
Total pollution control revenue bonds 170,460 170,910
*Amount due within one year (450) (450)
Net pollution control revenue bonds 170,010 170,460
REA Notes 1,717 1,768
Amount due within one year (67) (67)
Net REA Notes 1,650 1,701
American Falls bond guarantee 20,740 20,905
Milner Dam note guarantee 11,700 11,700
Unamortized premium/discount - Net (1,489) (1,560)
Total long-term debt 672,611 45.9 693,206 46.2
TOTAL CAPITALIZATION $1,464,641 100.0% $1,499,46 100.0%
The accompanying notes are an integral part of these statements.
IDAHO POWER COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. SUMMARY OF ACCOUNTING POLICIES:
Financial Statements
In the opinion of the Company, the accompanying unaudited
financial statements contain all adjustments necessary to
present fairly the consolidated financial position as of
September 30, 1995 and the consolidated results of operation for
the three months, nine months, and twelve months ended September
30, 1995 and 1994 and the consolidated cash flows for the nine
months and twelve months ended September 30, 1995 and 1994.
These condensed financial statements do not contain the complete
detail or footnote disclosure concerning accounting policies and
other matters which would be included in full year financial
statements and, therefore, they should be read in conjunction
with the Company's audited financial statements included in the
Company's Annual Report on Form 10-K for the year ended December
31, 1994. The results of operation 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 subsidiaries, Idaho Energy
Resources Co (IERCo), Idaho Utility Products Company (IUPCO),
IDACORP, INC., Ida-West Energy Company (Ida-West), and Stellar
Dynamics. All significant intercompany transactions and balances
have been eliminated in consolidation.
Revenues
In order to match revenues with associated expenses, the Company
accrues unbilled revenues for electric services delivered to
customers but not yet billed at month-end.
Cash Flows
For purposes of reporting cash flows, cash and cash equivalents
include cash on hand and highly liquid temporary investments
with original maturity dates of three months or less.
2. ALLOWANCE FOR FUNDS USED DURING CONSTRUCTION (AFDC):
The allowance, a non-cash item, represents the composite
interest costs of debt, shown as a reduction to interest
charges, and a return on equity funds, shown as an addition to
other income, used to finance construction. While cash is not
realized currently from such allowance, it is realized under the
rate making process over the service life of the related
property through increased revenues resulting from higher rate
base and higher depreciation expense. Based on the uniform
formula adopted by the Federal Energy Regulatory Commission, the
Company's weighted average monthly AFDC rate for the nine months
ended September 30, 1995, was 6.1 percent and was 8.2 percent
for the entire year of 1994.
3. 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 $3.5 million at September 30, 1995.
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 materially adverse effect on the
Company's financial position, results of operation, or cash
flow.
4. REGULATORY ISSUES:
The Company has in place, in its Idaho jurisdiction, a Power
Cost Adjustment (PCA) mechanism which allows Idaho's retail
customer rates to be adjusted annually to reflect the Idaho
share of forecasted net power supply costs. Deviations from
forecasted costs are deferred with interest and then adjusted
(trued-up) in the subsequent year. Changes due to better water
conditions and milder weather have resulted in the Company
currently recording a PCA credit of $4.2 million at September
30, 1995. The current balance is adjusted monthly as actual
conditions are compared to the forecasted net power supply
costs.
In April 1995, the Company filed for temporary drought relief with
the Oregon Public Utility Commission (OPUC). In response to the
Company's application, rate recovery of $1.5 million of deferred
drought related costs were granted. The OPUC Order allows
recovery of the $1.5 million by the continued application of an
existing increase authorized in July 1993 (for 1992 drought
relief). The rate increase will remain in effect for
approximately 34 months beginning in July 1995. The Company had
deferred, with interest, increased power supply costs between May
1994 and December 31, 1994.
In August 1995, the Idaho Public Utilities Commission (IPUC)
issued an interim order which authorized a uniform rate increase
of $3.8 million, subject to refund, for Idaho retail customers.
As of September 30, 1995, approximately $0.5 million had been
collected. The Company expects to receive the final order from
the IPUC by year end.
5. FINANCING:
The Company currently has a $200,000,000 shelf registration
statement which can be used for both First Mortgage Bonds
(including Medium Term Notes) and Preferred Stock.
6. INCOME TAXES:
The effective tax rate for the first nine months increased from
31.9% in 1994 to 37.7% at September 30, 1995:
Amount Rate
Computed income taxes based on
statutory federal income tax rate $34,900 35.0%
Changes in taxes resulting from:
State income taxes. 5,642 5.6
Prior year adjustments (877) (0.9)
Net depreciation 3,297 3.3
Investment tax credits restored (2,125) (2.1)
Pension accrual/expense (501) (0.5)
Removal costs (418) (0.4)
Repair allowance (2,071) (2.1)
Other miscellaneous (220) (0.2)
Net tax and rate $37,626 37.7%
INDEPENDENT ACCOUNTANTS' REPORT
Idaho Power Company
Boise, Idaho
We have reviewed the accompanying condensed consolidated
balance sheet and statement of capitalization of Idaho Power
Company and subsidiaries as of September 30, 1995, and the
related condensed consolidated statements of income for the
three-month, nine-month, and twelve-month periods ended
September 30, 1995 and 1994 and condensed consolidated
statements of cash flows for the nine-month and twelve-month
periods ended September 30, 1995 and 1994. 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 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 condensed
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, 1994, and the related
consolidated statements of income, retained earnings, and cash
flows for the year then ended (not presented herein), and in
our report dated January 31, 1995, we expressed an unqualified
opinion on those consolidated financial statements. In our
opinion, the information set forth in the accompanying
condensed consolidated balance sheet and statement of
capitalization as of December 31, 1994 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
Portland, Oregon
October 31, 1995
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Idaho Power Company's consolidated financial statements represent the
Company and its five wholly-owned subsidiaries: Idaho Energy Resources
Company (IERCo); Ida-West Energy Company (Ida-West); IDACORP, Inc.;
Idaho Utility Products Company (IUPCo); and Stellar Dynamics. This
discussion uses the terms Idaho Power and the Company interchangeably
to refer to Idaho Power Company and its subsidiaries.
The Company is primarily a hydro-based electric utility. Therefore,
its operational results, like those of other utilities in the
Northwest, are significantly affected by changing weather,
precipitation, and streamflow conditions. In addition, the amount of
energy used by general business consumers varies from season to season
- - and from month to month within each season - due primarily to
seasonal weather. Non-firm (or off-system) energy sales also vary, by
quarter and by year, as a result of varying hydro conditions and energy
demand from other utilities. Operating costs fluctuate during periods
when reductions in low-cost hydroelectric generating capability or a
strong, non-firm energy market increase the Company's reliance on
higher-cost thermal generation or purchases of power from other
utilities.
The Company uses a Power Cost Adjustment (PCA) mechanism in Idaho-its
primary jurisdiction. The PCA provides recovery for a major portion of
those operating expenses that have the greatest potential for
variation. With the PCA, the Company's operating results and earnings
per share are more closely aligned with general regulatory, economic,
and temperature-related weather conditions; and are less dependent on
variable precipitation and streamflow conditions.
Earnings Per Share and Book Value
Earnings per share of common stock were $0.58 for the quarter, an
increase of $0.20 (52.6 percent) over the third quarter of 1994. Year-
to-date earnings per share were $1.49, an increase of $0.26 (21.1
percent). The twelve months ended September 30, 1995 yielded earnings
of $2.06 per share, an increase of $0.12 (6.2 percent) over the twelve
months ended September 30, 1994. The twelve-month earnings represent
an 11.75 percent earned return on year-end (September 30) common
equity, compared to the 11.1 percent earned through September 30 last
year. At September 30, 1995, the book value per share of common stock
was $17.54 compared to $17.34 for the same period a year ago.
RESULTS OF OPERATIONS
Precipitation and Streamflows
Idaho Power analyzes precipitation and streamflow conditions based on
their effect on Brownlee Reservoir, water source for the three Hells
Canyon hydroelectric projects. In normal years, these three projects
combine to produce about half of the Company's generated electricity.
Precipitation was above normal for the first nine months of 1995. At
October 1, 1995, reservoir storage above Brownlee was 62 percent of
capacity, compared to 23 percent at this time last year and the normal
capacity of 46 percent for the same period.
Streamflows into Brownlee result from a combination of precipitation,
storage, and ground water conditions. Between April and July of this
year, the Company recorded 6.60 million acre-feet (MAF) of water
flowing into Brownlee Reservoir. This figure represents a 240 percent
increase over last year's 2.75 MAF and an increase of approximately 138
percent over the 66-year median of 4.81 MAF.
Energy Requirements
For the first nine months of 1995, the Company met its total system
energy requirements from the following sources: hydro generation (61
percent), thermal generation (28 percent), and purchased power and
other interchanges (11 percent). For the same period of 1994, these
figures were 41 percent hydro, 45 percent thermal, and 14 percent
purchased power and other interchanges.
With precipitation, streamflows, and reservoir storage above average,
the Company estimates that 57 percent of its 1995 energy requirements
will come from hydro generation, 33 percent from thermal generation,
and 10 percent from purchased power and other interchanges. Under
normal conditions, the Company's hydro system would contribute
approximately 58 percent, with thermal generation accounting for
approximately 33 percent, and the remaining 9 percent coming from
purchased power and other interchanges.
Economy
Idaho's economy continues to grow at a healthy pace. Both non-
agricultural employment and personal income growth increased during the
last year. However, recent statistics reflect a weakening in the pace
of job creation. During the first half of 1995, monthly employment
gains from year-ago levels reveal a slackening in the rate of growth,
averaging nearly 4.0 percent. Still, Idaho's rate of job growth
remains above the national rate of 1.9 percent. Non-agricultural
employment growth in Idaho for 1995 and 1996 is expected to be in the
range of 2.5 percent to 3.0 percent, rather than the average of 5.7
percent experienced in 1993 and 1994.
Regulatory Issues
Idaho
Twin Falls Rate Case-In August 1995, the Idaho Public Utilities
Commission (IPUC) issued an interim order authorizing the Company to
increase its Idaho retail rates on an annual basis by $3.8 million or
0.9 percent. This increase is uniform to all customer classes-as well
as to special contract customers-and is subject to refund until the
IPUC issues a final order. The Company originally applied for a $6.3
million (or 1.5 percent) increase to recover capital costs and related
expenses associated with the construction of a new 43.5 megawatt (MW)
power plant at its Twin Falls facility, along with additional plant
investments at the Swan Falls facility since the last general rate
case.
The major issue in this case was whether the reduced power supply costs
resulting from the inclusion of the Twin Falls hydro expansion would be
recognized explicitly through a reduction in base energy rates or
implicitly through the PCA. The Company reached a compromise with the
IPUC staff on the overall revenue requirement and agreed to recognize
benefits up front in base rates instead of flowing the benefits through
the PCA. As a result, the Company's original $6.3 million request was
reduced by $1.9 million. However, the impact to expected Company
earnings is only 10 percent of this amount ($190,000) because all but
10 percent of the power supply cost reduction would have been passed
through to customers through the PCA anyway.
Regulatory Initiative-On August 3, 1995 the Company filed a proposal
with the IPUC for deferral and amortization of costs associated with an
internal transformation process. In response to the proposal, the IPUC
approved the settlement, which allows the Company to accelerate
amortization of accumulated deferred investment tax credits (ADITC)
whenever the Company's year-end return on equity falls below 11.5
percent. In addition, this agreement will allow the Company to defer
and to amortize certain costs associated with its corporate
reorganization.
The terms and conditions of the Order will remain in effect through
1999. Under the terms of the agreement as approved by the IPUC, when
the Company's actual earnings in a given year exceed an 11.75 percent
return on year-end common equity, the Company will refund 50 percent of
the excess in its next PCA.
Other important points in the Order are: (1) the total amount of ADITC
the Company may accelerate for amortization over the five-year period
is $30 million; (2) the Company will not be allowed to increase its
Idaho general rates prior to January 1, 2000, except under special
conditions as defined in the Settlement Agreement; and (3) Idaho Power
agrees that its quality of service will not decline as a result of
corporate reorganization. The proposed accounting treatment of
deferred investment tax credits has been submitted to the Internal
Revenue Service and the Idaho State Tax Commission for approval.
Oregon
General Rate Relief-In May, 1995, Idaho Power filed an application with
the Oregon Public Utility Commission (OPUC) seeking general rate relief
of approximately $3.4 million, or a 16.65 percent increase.
The Company negotiated a Settlement Stipulation with the OPUC staff,
Idaho Power's Oregon industrial Customers, and the Citizens Utility
Board of Oregon for a $1.3 million general rate increase for Idaho
Power's Oregon retail customers. The Company has submitted this
stipulation to the OPUC for approval. One party, the Low Income
Consumers Union of Oregon has not signed the stipulation. The
settlement agreement stipulated a dollar increase in rates only and did
not address any other rate-related matters. The Company anticipates
that the new rates will become effective in December.
Drought-Related Rate Relief-The OPUC granted $1.5 million in drought-
related rate relief in response to the Company's April 1995
application. The OPUC Order allows recovery of the $1.5 million by the
continued application of an existing increase authorized in July 1993
(for 1992 drought relief). The rate increase will remain in effect for
approximately 34 months. The Company had deferred, with interest,
increased power supply costs between May 1994 and December 31, 1994.
Power Cost Adjustment
Since 1993, the IPUC has permitted Idaho Power to use a PCA mechanism
in its Idaho jurisdiction. The PCA enables the Company to collect or
to refund a portion of the difference between net power supply costs
actually incurred and those allowed in the Company's base rates. At
September 30, 1995, the Company had incurred $4.2 million less in power
supply costs than projected in the 1995 PCA forecast. This amount has
been deferred for possible future refund to customers. The current
balance is adjusted monthly as actual conditions are compared to the
PCA forecasted net power supply costs. The final cumulative amount
will be included in the 1996 true-up adjustment. The Company filed its
1995 PCA application on April 14, 1995, requesting a decrease in the
PCA rates for the Idaho jurisdiction. The approved decrease over last
year's PCA adjustment was approximately $8.2 million or 1.9 percent.
This figure includes last year's true-up.
Revenues
General business revenues were up for the quarter ($ 2.1 million or 1.7
percent), for the first nine months of 1995 ($5.7 million or 1.7
percent) and for the twelve months ended September 30, 1995 ($13.9
million or 3.1 percent).
The quarterly gain reflects increases in rate levels, industrial
consumption, and the total number of customers served,as well as
variances in customer usage when compared to the third quarter of 1994.
Residential revenues increased $2.2 million (5.4 percent). Industrial
sales rose $2.0 million (8.0 percent), while commercial sales declined
$0.5 million (1.9 percent). Irrigation sales fell by $1.6 million (4.6
percent).
The same factors also affected the year-to-date increase in revenues.
However, milder winter and spring temperatures dampened expected
revenue increases from rate relief and a gain in customers. The milder
temperatures reduced residential loads for heating and cooling; and the
wet, cool spring reduced irrigation loads when compared to 1994.
The increase for the twelve-month period represents the continuing
strength of economic growth in the Company's service territory,
increases in new customers, energy usage patterns, and the recent rate
increase in the Idaho jurisdiction. The total number of general
business customers served rose by 10,624, a 3.2 percent increase over
the total number of customers served at this time last year.
Total surplus sales rose $0.8 million during the third quarter and $5.8
million year-to-date. However, surplus sales were down $0.8 million
for the twelve-month period. The increases reflect improved
hydroelectric generation conditions in 1995, while the decrease
reflects drought conditions on the Company's system during 1994. The
increased sales were more than offset by a reduction in firm sales for
resale. These sales declined by $5.2 million for the third quarter,
$9.6 million for the first nine months of 1995, and $11.5 million for
the twelve-month period. These reductions are due to the expiration of
a short-term firm sales agreement with another utility for sales during
July and August of 1994.
When compared to the corresponding periods a year ago, total operating
revenues decreased $2.3 million (1.5 percent) for the third quarter of
1995, but rose $1.9 million (0.5 percent) year-to-date and $1.7 million
(0.3 percent) for the twelve months ended September 30, 1995.
Expenses
Total operating expenses were down $14.3 million (12.2 percent) for the
quarter, $23.9 million (7.9 percent) year-to-date and $21.7 million
(5.5 percent) for the twelve months ended September 30, 1995.
Purchased power expenses were lower for the three-, nine-, and twelve-
month periods by $4.5 million, $12.3 million, and $11.5 million
respectively. These decreases reflect good hydroelectric generating
conditions throughout the first nine months of 1995. However, the
decreases were tempered by economy purchases made while the market
prices for off-system sales were soft during the first quarter and
because of drought conditions in 1994.
Fuel expenses were lower for all three periods ($12.2 million, $31.1
million, and $36.2 million respectively). Again, these decreases
reflect good hydroelectric generating conditions during 1995 and
purchases of economy power during the first quarter.
Power Cost Adjustment expenses rose by $4.7 million, $20.2 million, and
$24.2 million for the three-, nine-, and twelve-month periods
respectively. These increases reflect the change as the Company went
from higher power supply costs (due to drought conditions) to lower
power supply costs (due to better hydro conditions). The PCA mechanism
reduces expenses when power supply costs are above normal, and
increases expenses when power supply costs are below normal (see Note
4). Deferral of deviations from forecasted costs decreased PCA
expenses in 1994, while raising them in 1995.
All other operation and maintenance expenses were down $3.1 million for
the third quarter, $4.1 million year-to-date, and $3.5 million for the
twelve months ended September 30, 1995. Accruals for post-retirement
expenses, pension expenses, and conservation program amortization all
increased due to the conclusion of the recent Idaho revenue
requirements case. However, these increases were largely offset by
reduced thermal operation and maintenance expenses, reduced accruals
for injuries and damages expense, and the successful efforts of the
Company's employees to reduce operating costs.
Total interest costs increased $0.5 million, $1.8 million, and $1.3
million for the three-, nine-, and twelve-month periods respectively.
These increases reflect varying levels of short-term borrowings
throughout the reported periods. Income taxes increased for all three
periods due to changes in pre-tax income, prior year adjustments, and
increased deferred taxes in 1995. Depreciation expense increased as a
result of greater plant investment.
IDACORP, Inc.
Through this wholly-owned subsidiary, the Company is participating in
two affordable housing programs. These investments provide a return to
IDACORP by reducing federal income taxes and by assuring a return on
investment through tax credits and tax depreciation benefits.
LIQUIDITY AND CAPITAL RESOURCES
Cash Flow
For the nine months ended September 30, 1995, the Company generated
$124.8 million in net cash from operations. After deducting for both
common and preferred dividends, net cash generation from operations
provided approximately $66.5 million for the Company's construction
program and other capital requirements. This figure equates to a 58.8
percent increase over the same period of 1994.
Cash Expenditures
Idaho Power estimates that its cash construction program for 1995 will
require approximately $77 million. This estimate is subject to
revision in light of changing economic, regulatory, and environmental
factors and conservation policies. The Company expended approximately
$64.3 million for construction during the first nine months of 1995.
Idaho Power's primary financial commitments and obligations are related
to contracts and purchase orders associated with the ongoing
construction program. The Company expects to finance these commitments
and obligations by using both internally generated funds and externally
financed capital to the extent required. Although the Company has
regulatory approval to incur up to $150 million of bank borrowings, it
presently maintains lines of credit with various banks aggregating $90
million. The Company may use these lines of credit to finance a
portion of its construction program on an interim basis. At September
30, 1995, the Company's short-term borrowings totaled $51.0 million.
Financing Program
Idaho Power has on file a shelf registration statement for the issuance
of first mortgage bonds and/or preferred stock with a total aggregate
principal amount not to exceed $200 million.
The Company's current objective is to maintain capitalization ratios of
approximately 45 percent common equity, 8 to 10 percent preferred
stock, and the balance in long-term debt. The Company's strategy is to
achieve this target structure primarily through accumulated earnings
and the issuance of new equity, if necessary. For the twelve-month
period ended September 30, 1995, the Company's consolidated pre-tax
interest coverage was 3.37 times.
Construction Program
In July 1995, the Company completed testing of the new expansion
turbine at its Twin Falls Hydroelectric Project and declared the unit
available for commercial operation. This expansion project added 43.5
megawatts of capacity to the Company's generation system.
In addition, the Company continues to explore the economic feasibility
of constructing the Southwest Intertie Project (SWIP). The Bureau of
Land Management (BLM) completed the Final Environmental Impact
Statement/Proposed Plan Amendment for the SWIP with a Record of
Decision and Right of Way Grant issued in December 1994. Idaho Power
and the BLM are working on a detailed, site-specific construction,
operation, and maintenance plan aimed at mitigating the environmental
impact of the project.
Idaho Power sent participation packages to interested parties,
including those entities that were involved in the original
discussion/allocation process. The Company received capacity requests
from these groups during September and October and anticipates
completing ownership allocation during November 1995 and
executing the Memorandum of Agreement before year-end 1995. At this
time, the Company is requiring each party to pay its share of the
approximately $8.5 million expended for environmental permitting, right-
of-way acquisition, and related development activities. The SWIP
owners will then form an Executive Committee with voting rights
proportional to their share of the project. The Executive Committee
will oversee development activities for the SWIP and related projects.
The Company is positioning SWIP as an open-access transmission
opportunity for participants, in line with the Federal Energy
Regulatory Commission's mega-Notice of Proposed Rulemaking (NOPR).
SWIP will promote non-discriminatory transmission services. Idaho
Power intends to retain up to a 20 percent ownership in the line.
Salmon Recovery Plan
Work continues on the development of a comprehensive and scientifically
credible plan to ensure the long-term survival of anadromous fish runs
on the Columbia and Lower Snake Rivers. The Company fully supports and
actively participates in this regional effort.
Pending completion of a final recovery plan by the National Marine
Fisheries Service (NMFS), the U.S. Army Corps of Engineers and other
governmental agencies operating federally-owned dams and reservoirs on
the Snake and Columbia Rivers have consulted the NMFS each year
regarding federal system operations. The NMFS released its "Proposed
Recovery Plan for Snake River Salmon" (Recovery Plan) on March 20,
1995. The NMFS originally set a July 17, 1995 deadline for public
comment on the proposed Recovery Plan, but announced an extension
through November 1995.
Company Transformation and Regulatory Initiative
The future of the electric utility industry will be characterized by
competition_the right of customers to choose their own electric service
provider. To remain successful, Idaho Power must continue to provide
value to its shareholders in the face of this new competitive
environment. The Company's vision is to derive this value from three
sources: selective and efficient use of capital; an enhanced customer
orientation; and innovative, efficient operations. Because future
prices for power will be determined more by market forces and less by
regulatory administration, the Company must be very selective and
efficient in the use and allocation of capital. Idaho Power will
invest in improving and expanding its core business, in developing new
opportunities beyond the current service territory, and in continuing
to develop non-regulated opportunities consistent with the Company's
core competencies.
Based on this vision and the Company's efforts to increase shareholder
and customer value, Idaho Power is transforming its operations to
improve both efficiency and customer service. Teams of employees are
redesigning work processes, and these improved processes are already in
use in some areas. The Company announced plans for voluntary and
involuntary separation packages in the event of workforce reductions
caused by the Company's reorganization efforts. The packages include
compensation based on years of service and address medical benefits and
transition services. The Company is reorganizing on a department-by-
department basis and this redesign effort will continue at least
through 1996.
To accommodate this effort and to implement its vision, Idaho Power
filed a new regulatory proposal with the IPUC on August 3, 1995 after
discussions with customer groups and the IPUC staff (see Regulatory
Initiatives). The IPUC approved a Settlement Stipulation that the
Company negotiated with the parties in the proceeding. The stipulation
provides for a general rate freeze through the end of 1999 and allows
the accelerated amortization of accumulated deferred investment tax
credits, as necessary, to provide a minimum return on actual year-end
common equity of 11.5 percent. The rate freeze provides obvious value
to customers by retaining the Company's current low rates. It also
allows the Company to transform its operations, pursue growth
initiatives, and retain a portion of the benefits thereof until the
expiration of the rate freeze. In addition, the rate agreement
provides for a sharing of benefits between shareholders and ratepayers
on any earnings above an 11.75 percent return on year-end common
equity. The accelerated amortization of accumulated deferred
investment tax credits, if necessary, would give the Company time to
pursue and to implement its efficiency and growth initiatives with the
assurance of at least a reasonable level of financial performance
without the need to change customer prices.
Regional Transmission Association
The Federal Energy Regulatory Commission (FERC) has approved the
formation of a transmission association of western electric power
suppliers and buyers that includes Idaho Power. The members of this
association organized to provide one another with comparable
electricity transmission services.
The Company is a charter member of the new organization, called the
Western Regional Transmission Association (WRTA). The WRTA is the
first group of its kind in the United States and is indicative of
changes forthcoming in the electric utility industry. The primary
purpose of the WRTA will be to facilitate open access to transmission
services and to resolve related disputes. These concerns are among the
fundamental issues being addressed as the electric utility industry
becomes more competitive and less regulated, in accordance with the
National Energy Policy Act of 1992. The 43 members of the WRTA own
about 70 percent of the transmission system in the United States
portion of the Western Systems Coordinating Council.
FERC Proposed Rule
On March 29, 1995, the FERC issued a NOPR on Open-Access Non-
Discriminatory Transmission Services by Public and Transmitting
Utilities, and a supplemental NOPR on Recovery of Stranded Costs.
These NOPRs would require utilities owning transmission lines to file
non-discriminatory rates available to all buyers and sellers of
electricity, would require utilities to use that tariff for their own
wholesale sales and purchases, and would allow utilities to recover
stranded costs.
Idaho Power is evaluating the NOPRs to determine their potential
impacts on the Company and its customers. In addition, the Company is
preparing an open-access transmission tariff for its existing
transmission facilities. The Company anticipates that the final rules
could take effect in early 1996.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
On February 16, 1994, an action for declaratory relief and breach of
contract entitled Idaho Power Company vs. Underwriters at Lloyds,
London, et al., was filed by the Company in Federal District Court in
Pocatello, Idaho, against the Company's solvent liability insurers for
the period of 1969 to 1974, arising out of the insurers' denial of
coverage for the Company's environmental remediation of a hazardous
waste site in Pocatello. The action seeks a declaratory judgment that
the policies cover the Company's costs of defending claims related to
the site and costs of site remediation, and damages for the insurers'
breach of the insurance contracts based on the insurers' failure to pay
such costs.
The case was assigned to a Federal Judge in the Eastern District of
Washington. In the action, the Company seeks reimbursement for
approximately $6,125,000 in indemnity and defense costs associated with
the remediation, together with prejudgment interest and attorney fees
and costs for the action.
The case is presently set for trial in April 1996.
On October 6, 1994, the Company brought an action, Idaho Power Company
v. Monsanto Company, et al., in the District Court of the Fourth
Judicial District of the State of Idaho, against Monsanto Company,
General Electric Company, Westinghouse Electric Corporation,
Schlumberger Industries, Inc., McGraw-Edison Company, Asea Brown
Boveri, Inc., and Cooper Industries, Inc. The Complaint alleges
fraudulent misrepresentation or omission of material facts, and/or
knowing failure to warn Idaho Power Company of the hazards of
polychlorinated biphenyls (PCBs), in connection with the sale, service,
replacement, maintenance and/or removal of electrical equipment
utilizing or contaminated with PCBs. In the action, the Company seeks
general and special damages, in amounts to be proven at trial, that it
has incurred and will incur as a result of the PCB contamination of
certain electrical equipment. The Company is also seeking punitive
damages, costs and attorney fees. The case has been removed to the
United States District Court for the District of Idaho and is still in
an early stage. Discovery has not yet commenced, and no trial date has
been set.
The Company is a defendant in a Superfund case entitled United States
of America vs. Pacific Hide & Fur Depot, et al., Civil No. 83-4062,
pending in the United States District Court for the District of Idaho.
The suit involves PCB and PCB/lead contamination at a scrap
metal/recycling facility near Pocatello, Idaho. The Company entered
into a Partial Consent Decree which was signed by the District Judge on
September 26, 1989, wherein the Company agreed to remediate PCBs at the
site. Prior to remediation, EPA notified the Company of the discovery
of lead and other metals contamination at levels of concern at the
site. Remediation activities were completed on October 21, 1992.
A Certification of Completion for the Operable Unit Remedial Action
dated March 31, 1993, was issued by EPA to the Company. On August 30,
1993, Notice of the Lodging of an Amended Partial Consent Decree was
published in the Federal Register establishing a period for public
comment.
Pursuant to the Request for Public Comment, a number of Potentially
Responsible Parties (PRPs) involved with the lead contamination at the
site filed objections to entry of the proposed Amended Partial Consent
Decree. The objections generally contend that the government's
information relating to the Company's contribution to the lead
contamination at the site is erroneous, and that the Company's remedial
efforts and related costs are is disproportionately low in relation to
its liability. On November 19, 1993, the Company provided the
Department of Justice with its responses to the objections.
The Amended Partial Consent Decree was lodged with U. S. District Court
for the District of Idaho on December 12, 1994, along with EPA's Motion
to Enter. The Amended Partial Consent Decree provides that the Company
is protected against any and all claims for contribution by other PRPs,
both as to the PCB and lead contamination.
On January 24, 1995, the Company was advised that the PRP group
associated with lead contamination was objecting to the proposed entry
of the Amended Partial Consent Decree on the basis that the Company has
not paid its "fair share" of the remaining lead clean-up costs which
EPA currently estimates at approximately $5 million.
It is EPA's position that the Company, as an integral part of its clean-
up of the PCB contamination and PCB/lead contamination, removed
approximately 57 percent of the total lead contamination from the
entire site, even though the Company contributed only 10.5 percent of
the total lead contamination.
On May 5, 1995, the Federal Magistrate entered a Report and
Recommendation to the District Judge wherein it was recommended that
the government's Motion for Entry of the Amended Partial Consent Decree
be granted. On May 18, 1995, the PRP group associated with lead
contamination filed objections to the Magistrate's recommendations.
The government filed its responses to the objections on May 31, 1995.
The Company believes that the objections filed by the PRP group are
without merit.
Delays have been encountered in obtaining a decision, regarding entry
of the Amended Partial Consent Decree, from the U. S. District Judge
due to the retirement of the Honorable Marion J. Callister, Senior
District Judge, in early summer 1995. A new Federal District Judge was
appointed in mid-August 1995 and has been assigned to this matter. The
Company anticipates that the new District Judge will act on the
Magistrate's Report and Recommendation and order entry of the Amended
Partial Consent Decree sometime toward the end of 1995.
This matter has been previously reported in Form 10-K dated March 9,
1989, March 8, 1990, March 14, 1991, March 16, 1992, March 12, 1993,
March 10, 1994, March 9, 1995, and other reports filed with the
Commission.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
File As
Exhibit Number Exhibit
*3(a) 33-00440 4(a)(xiii) Restated Articles of
Incorporation of the Company as
filed with the Secretary of State
of Idaho on June 30, 1989.
*3(a)(i) 33-65720 4(a)(i) Statement of Resolution
Establishing Terms of 8.375%
Serial Preferred Stock, Without
Par Value (cumulative stated
value of $100 per share), as
filed with the Secretary of State
of Idaho on September 23, 1991.
*3(a)(ii) 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), as filed
with the Secretary of State of
Idaho on November 5, 1991.
*3(a)iii) 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), 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 adopted
by Shareholders on May 1, 1991.
*3(c) 33-00440 4(a)(xiv) By-laws of the Company amended on
June 30, 1989, and presently in
effect.
*4(a)(i) 2-3413 B-2 Mortgage and Deed of Trust, dated
as of October 1, 1937, between
the Company and Bankers Trust
Company and R. G. Page, as
Trustees.
*4(a)ii) Supplemental Indentures to
Mortgage and Deed of Trust:
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-sevent 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) Instruments relating to
American Falls bond guarantee.
(see Exhibits 10(f) and
10(f)(i)).
*4(c) 33-65720 4(f) Agreement to furnish certain
debt instruments.
*4(d) 33-00440 2(a)(iii) Agreement and Plan of Merger
dated March 10, 1989, between
Idaho Power Company, a Maine
Corporation, and Idaho Power
Migrating Corporation.
*4(e) 33-65720 4(e) Rights Agreement dated
January 11, 1990, between the
Company and First Chicago
Trust Company of New York, as
Rights Agent (The Bank of New
York, successor Rights Agent).
*10(a) 2-51762 5(a) Agreement, dated April 20,
1973, between the Company and
FMC Corporation.
*10(a)(i) 2-57374 5(b) Letter Agreement, dated
October 22, 1975, relating to
agreement filed as Exhibit
10(a).
*10(a)(ii) 2-62034 5(b)(i) Letter Agreement, dated
December 22, 1976, relating to
agreement filed as Exhibit
10(a).
*10(a)(iii) 33-65720 10(a) Letter Agreement, dated
December 11, 1981, relating to
agreement filed as Exhibit
10(a).
*10(b) 2-49584 5(b) Agreements, dated
September 22, 1969, between
the Company and Pacific
Power & Light Company relating
to the operation, construction
and ownership of the Jim
Bridger Project.
*10(b)(i) 2-51762 5(c) Amendment, dated February 1,
1974, relating to operation
agreement filed as Exhibit
10(b).
*10(c) 2-49584 5(c) Agreement, dated as of
October 11, 1973, between the
Company and Pacific Power &
Light Company.
*10(d) 2-49584 5(d) Agreement, dated as of
October 24, 1973, between the
Company and Utah Power & Light
Company.
*10(d)(i) 2-62034 5(f)(i) Amendment, dated January 25,
1978, relating to agreement
filed as Exhibit 10(d).
*10(e) 33-65720 10(b) Coal Purchase Contract, dated
as of June 19, 1986, among the
Company, Sierra Pacific Power
Company and Black Butte Coal
Company.
*10(f) 2-57374 5(k) Contract, dated March 31,
1976, between the United
States of America and American
Falls Reservoir District, and
related Exhibits.
*10(f)(i) 33-65720 10(c) Guaranty Agreement, dated
March 1, 1990, between the
Company and West One Bank, as
Trustee, relating to
$21,425,000 American Falls
Replacement Dam Bonds of the
American Falls Reservoir
District, Idaho.
*10(g) 2-57374 5(m) Agreement, effective April 15,
1975, between the Company and
The Washington Water Power
Company.
*10(h) 2-62034 5(p) Bridger Coal Company
Agreement, dated February 1,
1974, between Pacific
Minerals, Inc., and Idaho
Energy Resources Co.
*10(i) 2-62034 5(q) Coal Sales Agreement, dated
February 1, 1974, between
Bridger Coal Company and
Pacific Power & Light Company
and the Company.
*10(i)(i) 33-65720 10(d) Second Restated and Amended
Coal Sales Agreement, dated
March 7, 1988, among Bridger
Coal Company and PacifiCorp
(dba Pacific Power & Light
Company) and the Company.
*10(j) 2-62034 5(r) Guaranty Agreement, dated as
of August 30, 1974, with
Pacific Power & Light Company.
*10(k) 2-56513 5(i) Letter Agreement, dated
January 23, 1976, between the
Company and Portland General
Electric Company.
*10(k)(i) 2-62034 5(s) Agreement for Construction,
Ownership and Operation of the
Number One Boardman Station on
Carty Reservoir, dated as of
October 15, 1976, between
Portland General Electric
Company and the Company.
*10(k)(ii) 2-62034 5(t) Amendment, dated September 30,
1977, relating to agreement
filed as Exhibit 10(k).
*10(k)(iii) 2-62034 5(u) Amendment, dated October 31,
1977, relating to agreement
filed as Exhibit 10(k).
*10(k)(iv) 2-62034 5(v) Amendment, dated January 23,
1978, relating to agreement
filed as Exhibit 10(k).
*10(k)(v) 2-62034 5(w) Amendment, dated February 15,
1978, relating to agreement
filed as Exhibit 10(k).
*10(k)(vi) 2-68574 5(x) Amendment, dated September 1,
1979, relating to agreement
filed as Exhibit 10(k).
*10(l) 2-68574 5(z) Participation Agreement, dated
September 1, 1979, relating to
the sale and leaseback of coal
handling facilities at the
Number One Boardman Station on
Carty Reservoir.
*10(m) 2-64910 5(y) Agreements for the Operation,
Construction and Ownership of
the North Valmy Power Plant
Project, dated December 12,
1978, between Sierra Pacific
Power Company and the Company.
*10(n)(i)1 1-3198 10(n)(i) The Revised Security Plans for
Form 10-K Senior Management Employees
for 1994 and for Directors-a non-
qualified, deferred
compensation plan effective
November 30, 1994.
*10(n)(ii)1 1-3198 10(n)(ii) The Executive Annual Incentive
Form 10-K Plan for senior management
for 1994 employees effective January 1,
1995.
1 Compensatory Plan
*10(n)(iii)1 1-3198 10(n)(iii) The 1994 Restricted Stock
Form 10-K Plan for officers and key
for 1994 executives effective July 1,
1994.
*10(o) 33-65720 10(f) Residential Purchase and Sale
Agreement, dated August 22,
1981, among the United Stated
of American Department of
Energy acting by and through
the Bonneville Power
Administration, and the
Company.
*10(p) 33-65720 10(g) Power Sales Contact, dated
August 25, 1981, including
amendments, among the United
States of America Department
of Energy acting by and
through the Bonneville Power
Administration, and the
Company.
*10(q) 33-65720 10(h) Framework Agreement, dated
October 1, 1984, between the
State of Idaho and the
Company relating to the
Company's Swan Falls and
Snake River water rights.
*10(q)(i) 33-65720 10(h)(i) Agreement, dated October 25,
1984, between the State of
Idaho and the Company
relating to the agreement
filed as Exhibit 10(q).
*10(q)(ii) 33-65720 10(h)(ii) Contract to Implement, dated
October 25, 1984, between the
State of Idaho and the
Company relating to the
agreement filed as Exhibit
10(q).
*10(r) 33-65720 10(i) Agreement for Supply of Power
and Energy, dated
February 10, 1988, between
the Utah Associated Municipal
Power Systems and the
Company.
1 Compensatory Plan
*10(s) 33-65720 10(j) Agreement Respecting
Transmission Facilities and
Services, dated March 21,
1988 among PC/UP&L Merging
Corp. and the Company
including a Settlement
Agreement between PacifiCorp
and the Company.
*10(s)(i) 33-65720 10(j)(i) Restated Transmission
Services Agreement, dated
February 6, 1992, between
Idaho Power Company and
PacifiCorp.
*10(t) 33-65720 10(k) Agreement for Supply of Power
and Energy, dated
February 23, 1989, between
Sierra Pacific Power Company
and the Company.
*10(u) 33-65720 10(l) Transmission Services
Agreement, dated May 18,
1989, between the Company and
the Bonneville Power
Administration.
*10(v) 33-65720 10(m) Agreement Regarding the
Ownership, Construction,
Operation and Maintenance of
the Milner Hydroelectric
Project (FERC No. 2899),
dated January 22, 1990,
between the Company and the
Twin Falls Canal Company and
the Northside Canal Company
Limited.
*10(v)(i) 33-65720 10(m)(i) Guaranty Agreement, dated
February 10, 1992, between
the Company and New York Life
Insurance Company, as Note
Purchaser, relating to
$11,700,000 Guaranteed Notes
due 2017 of Milner Dam Inc.
*10(w) 33-65720 10(n) Agreement for the Purchase
and Sale of Power and Energy,
dated October 16, 1990,
between the Company and The
Montana Power Company.
10(x) Agreement for design of
substation dated October 4,
1995, between the Company and
Micron Technology, Inc.
12 Statement Re: Computation of
Ratio of Earnings to Fixed
Charges.
12(a) Statement Re: Computation of
Supplemental Ratio of
Earnings to Fixed Charges.
12(b) Statement Re: Computation of
Ratio of Earnings to Combined
Fixed Charges and Preferred
Dividend Requirements.
12(c) Statement Re: Computation of
Supplemental Ratio of
Earnings to Combined Fixed
Charges and Preferred
Dividend Requirements.
15 Letter re: unaudited interim
financial information.
27 Financial Data Schedule
(b) Reports on Form 8-K. No reports on Form 8-K were
filed for the three months ended September 30, 1995.
*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.
IDAHO POWER COMPANY
(Registrant)
Date November 3, 1995 By: /s/ J LaMont Keen
J LaMont Keen
Vice President and
Chief Financial Officer
(Principal Financial Officer)
Date November 3, 1995 By: /s/ Harold J Hochhalter
Harold J Hochhalter
Controller
(Principal Accounting Officer)
Exhibit 12
Idaho Power Company
Consolidated Financial Information
<TABLE>
Ratio of Earnings to Fixed Charges
<CAPTION>
Twelve Months
Twelve Months Ended December 31, Ended
(Thousands of Dollars) September 30,
1990 1991 1992 1993 1994 1995
<S> <C> <C> <C> <C> <C>
Computation of Ratio of Earnings to
Fixed Charges:
Consolidated net income $ 69,241 $ 57,872 $ 59,990 $ 84,464 $ 74,930 $ 85,439
Income taxes:
Income taxes (includes amounts charged
to other income and deductions) 26,418 24,321 24,601 38,057 35,307 47,505
Investment tax credit adjustment (3,184) (3,177) (1,439) (1,583) (1,064) 253
Total income taxes 23,234 21,144 23,162 36,474 34,243 47,758
Income before income taxes 92,475 79,016 82,152 120,938 109,173 133,197
Fixed Charges:
Interest on long-term debt 50,119 54,370 53,408 53,706 51,173 51,154
Amortization of debt discount,
expense and premium - net 309 374 392 507 567 567
Interest on short-term bank loans 1,027 935 647 220 1,157 3,030
Other interest 2,259 3,297 1,011 2,023 1,537 1,453
Interest portion of rentals 902 884 683 1,077 794 818
Total fixed charges 54,616 59,860 56,141 57,533 55,228 57,023
Earnings - as defined $147,091 $138,876 $139,293 $178,471 $164,401 $190,220
Ratio of earnings to fixed charges 2.69X 2.32X 2.48X 3.10X 2.98X 3.34X
</TABLE>
Exhibit 12(a)
Idaho Power Company
Consolidated Financial Information
<TABLE>
Supplemental Ratio of Earnings to Fixed Charges
<CAPTION>
Twelve Months
Twelve Months Ended December 31, Ended
(Thousands of Dollars) September 30,
1990 1991 1992 1993 1994 1995
<S> <C> <C> <C> <C> <C>
Computation of Ratio of Earnings to
Fixed Charges:
Consolidated net income $ 69,241 $ 57,872 $ 59,990 $ 84,464 $ 74,930 $ 85,439
Income taxes:
Income taxes (includes amounts charged
to other income and deductions) 26,418 24,321 24,601 38,057 35,307 47,505
Investment tax credit adjustment (3,184) (3,177) (1,439) (1,583) (1,064) 253
Total income taxes 23,234 21,144 23,162 36,474 34,243 47,758
Income before income taxes 92,475 79,016 83,152 120,938 109,173 133,197
Fixed Charges:
Interest on long-term debt 50,119 54,370 53,408 53,706 51,173 51,154
Amortization of debt discount,
expense and premium - net 309 374 392 507 567 567
Interest on short-term bank loans 1,027 935 647 220 1,157 3,030
Other interest 2,259 3,297 1,011 2,023 1,537 1,453
Interest portion of rentals 902 884 683 1,077 794 818
Total fixed charges 54,616 59,860 56,141 57,533 55,228 57,023
Suppl increment to fixed charges* 1,969 1,599 2,487 2,631 2,622 2,614
Total supplemental fixed charges 56,585 61,459 58,628 60,164 57,850 59,637
Supplemental earnings - as defined $149,060 $140,475 $141,780 $181,102 $167,023 $192,834
Supplemental ratio of earnings to fixed
charges 2.63X 2.29X 2.42X 3.01X 2.89X 3.23X
<F1>
* Explanation of increment:
Interest on the guaranty of American Falls Reservoir District Bonds and Milner Dam Inc.
notes which are already included in operating expense.
</TABLE>
Exhibit 12(b)
Idaho Power Company
Consolidated Financial Information
<TABLE>
Ratio of Earnings to Combined Fixed Charges and Preferred Dividend Requirements
<CAPTION>
Twelve Months
Twelve Months Ended December 31, Ended
(Thousands of Dollars) September 30,
1990 1991 1992 1993 1994 1995
<S> <C> <C> <C> <C> <C> <C>
Computation of Ratio of Earnings to
Fixed Charges:
Consolidated net income $ 69,241 $ 57,872 $ 59,990 $ 84,464 $ 74,930 $ 85,439
Income taxes:
Income taxes (includes amounts charged
to other income and deductions) 26,418 24,321 24,601 38,057 35,307 47,505
Investment tax credit adjustment (3,184) (3,177) (1,439) (1,583) (1,064) 253
Total income taxes 23,234 21,144 23,162 36,474 34,243 47,758
Income before income taxes 92,475 79,016 83,152 120,938 109,173 133,197
Fixed Charges:
Interest on long-term debt 50,119 54,370 53,408 53,706 51,173 51,154
Amortization of debt discount,
expense and premium - net 309 374 392 507 567 567
Interest on short-term bank loans 1,027 935 647 220 1,157 3,030
Other interest 2,259 3,297 1,011 2,023 1,537 1,453
Interest portion of rentals 902 884 683 1,077 794 818
Total fixed charges 54,616 59,860 56,141 57,533 55,228 57,023
Preferred dividends requirements 5,685 6,663 7,611 8,547 10,682 12,324
Total fixed charges and
preferred dividends 60,301 66,523 63,752 66,080 65,910 69,347
Earnings - as defined $147,091 $138,876 $139,293 $178,471 $164,401 $190,220
Ratio of earnings to fixed charges and
preferred dividends 2.44X 2.09X 2.18X 2.70X 2.49X 2.74X
</TABLE>
Exhibit 12(c)
Idaho Power Company
Consolidated Financial Information
<TABLE>
Supplemental Ratio of Earnings to Combined Fixed Charges and Preferred Dividend Requirements
<CAPTION>
Twelve Months
Twelve Months Ended December 31, Ended
(Thousands of Dollars) September 30,
1990 1991 1992 1993 1994 1995
<S> <C> <C> <C> <C> <C> <C>
Computation of Ratio of Earnings to
Fixed Charges:
Consolidated net income $ 69,241 $ 57,872 $ 59,990 $ 84,464 $ 74,930 $ 85,439
Income taxes:
Income taxes (includes amounts charged
to other income and deductions) 26,418 24,321 24,601 38,057 35,307 47,505
Investment tax credit adjustment (3,184) (3,177) (1,439) (1,583) (1,064) 253
Total income taxes 23,234 21,144 23,162 36,474 34,243 47,758
Income before income taxes 92,475 79,016 83,152 120,938 109,173 133,197
Fixed Charges:
Interest on long-term debt 50,119 54,370 53,408 53,706 51,173 51,154
Amortization of debt discount,
expense and premium - net 309 374 392 507 567 567
Interest on short-term bank loans 1,027 935 647 220 1,157 3,030
Other interest 2,259 3,297 1,011 2,023 1,537 1,453
Interest portion of rentals 902 884 683 1,077 794 818
Total fixed charges 54,616 59,860 56,141 57,533 55,228 57,023
Suppl increment to fixed charges* 1,969 1,599 2,487 2,631 2,622 2,614
Supplemental fixed charges 56,585 61,459 58,628 60,164 57,850 59,637
Preferred dividend requirements 5,685 6,663 7,611 8,547 10,682 12,324
Total supplemental fixed charges
and preferred dividends 62,270 68,122 66,239 68,711 68,532 71,961
Supplemental earnings - as defined $149,060 $140,475 $141,780 $181,102 $167,023 $192,834
Supplemental ratio of earnings to fixed
charges and preferred dividends 2.39X 2.06X 2.14X 2.64X 2.44X 2.68X
<F2>
* Explanation of increment:
Interest on the guaranty of American Falls Reservoir District Bonds
and Milner Dam Inc. Notes which are already included in operating expense.
</TABLE>
Exhibit 15
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 Idaho Power Company and subsidiaries
for the periods ended September 30, 1995 and 1994, as indicated in our
report dated October 31, 1995; because we did not perform an audit, we
expressed no opinion on that information.
We are aware that our report referred to above, which is included
in your Quarterly Report on Form 10-Q for the quarter ended September
30, 1995, is incorporated by reference in Registration Statement
Nos. 33-65720 and 33-51215 on Form S-3, and Registration Statement No.
33-56071 on Form S-8.
We are also aware that the aforementioned report, pursuant to Rule
436(c) under the Securities Act, is not considered a part of the
Registration Statement 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
Portland, Oregon
October 31, 1995
<TABLE> <S> <C>
<ARTICLE> UT
<LEGEND>
This schedule contains summary financial information extracted from (balance
sheets, income statements and cash flow statements) and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> SEP-30-1995
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 1,666,446
<OTHER-PROPERTY-AND-INVEST> 17,891
<TOTAL-CURRENT-ASSETS> 139,422
<TOTAL-DEFERRED-CHARGES> 398,629
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 2,222,387
<COMMON> 94,031
<CAPITAL-SURPLUS-PAID-IN> 358,817
<RETAINED-EARNINGS> 206,976
<TOTAL-COMMON-STOCKHOLDERS-EQ> 659,824
0
132,206
<LONG-TERM-DEBT-NET> 659,194
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 13,417
<COMMERCIAL-PAPER-OBLIGATIONS> 51,000
<LONG-TERM-DEBT-CURRENT-PORT> 20,517
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 686,229
<TOT-CAPITALIZATION-AND-LIAB> 2,222,387
<GROSS-OPERATING-REVENUE> 410,316
<INCOME-TAX-EXPENSE> 37,626
<OTHER-OPERATING-EXPENSES> 279,446
<TOTAL-OPERATING-EXPENSES> 317,072
<OPERATING-INCOME-LOSS> 93,244
<OTHER-INCOME-NET> 10,049
<INCOME-BEFORE-INTEREST-EXPEN> 103,293
<TOTAL-INTEREST-EXPENSE> 41,205
<NET-INCOME> 37,626
6,009
<EARNINGS-AVAILABLE-FOR-COMM> 56,079
<COMMON-STOCK-DIVIDENDS> 69,941
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 124,818
<EPS-PRIMARY> 1.49
<EPS-DILUTED> 1.49
</TABLE>
Exhibit 10(x)
AGREEMENT
THIS AGREEMENT, is entered into as of this ____ day of
________________, 1995, by and between IDAHO POWER COMPANY, a
corporation, whose address is 1221 Idaho Street, Boise, Idaho 83702,
("IPCO"), and MICRON TECHNOLOGY, INC., a corporation, whose address is
8000 South Federal Way, Boise, Idaho 83706-9632, ("Micron"). IPCO and
Micron may also be referred to hereafter individually as "Party" or
collectively as the "Parties".
W I T N E S S E T H:
The Parties to this Agreement, each in consideration of the
undertakings, promises and agreements on the part of the other herein
contained, do hereby undertake, promise and agree as follows:
I.
In consideration of the payments to be made as hereinafter
provided, IPCO agrees to furnish all labor, equipment, supervision and
such materials as are needed for the performance of the following
described work:
1. Design a 138-12.47 kV substation for Micron Technology,
Inc.'s manufacturing facility in Lehi, Utah ("Micron Lehi Substation")
similar to the substation designed and built by IPCO near Boise, Idaho
for Micron which is known as the D-RAM Substation. The configuration
of the Micron Lehi Substation will be as set forth in Exhibit "A"
hereto. Inasmuch as the Micron Lehi Substation will be served from
PacifiCorp's transmission grid, the design of the Micron Lehi
Substation will be subject to input from PacifiCorp and/or the City of
Lehi. IPCO shall not be liable to Micron for failure to complete the
design of the Micron Lehi Substation in a timely manner where such
failure is due to the failure of PacifiCorp or the City of Lehi to
provide IPCO with reasonably needed information or services, or other
reasons beyond the reasonable control of IPCO.
2. Inspect and test the Micron Lehi Substation which shall
include, but not be limited to, a 138 kV breaker and a half bus for
three 138 kV lines, capacitor bank(s), four 138-12.47 kV 28 MVA
transformers (designed for eight 138-12.47 kV transformers, but only
four installed), a 15 kV main bus and transfer bus for four 15 kV
double ended metal clad switchgear units, four 15 kV double ended metal
clad switchgear units, protective equipment, communication systems,
SCADA, and station batteries. IPCO will provide Micron with test
reports as the work progresses. IPCO shall not be liable to Micron for
failure to inspect and test the Micron Lehi Substation in a timely
manner where such failure is due to the discovery of defective
equipment, faulty construction or incomplete construction, or other
reasons beyond the reasonable control of IPCO. Notwithstanding
anything in this Agreement to the contrary, IPCO shall not be liable in
any way for defects in equipment produced by others, or faulty
construction or incomplete construction built by others. Such
liability shall remain with the manufacturers and the construction
contractors. IPCO hereby passes through all applicable manufacturers'
warranties to Micron.
3. Furnish the bulk of the equipment to be installed in the
Micron Lehi Substation, including, but not limited to, the following:
Four 138-12.47 kV, 16.8/22.4/28.0 MVA power transformers; Four
metalclad protected aisle 15 kV switchgear units; Seventeen 138 kV
power circuit breakers; Station bus structures, insulators, bus and bus
fittings; 138 kV and 15 kV air break switches; Station current and
potential transformers; Station battery; Station service transformers;
AC and DC station service load centers; and station protection and
control equipment. All purchases of equipment and materials, unless
already ordered under Micron's authorization letter dated June 27,
1995, shall be approved by Micron prior to IPCO ordering such equipment
or materials. IPCO shall not be liable to Micron for failure to
furnish the bulk of the equipment to be installed in the Micron Lehi
Substation in a timely manner where such failure is due to
manufacturers producing defective equipment, manufacturers delivering
equipment late, or other reasons beyond the reasonable control of IPCO.
4. Negotiate with PacifiCorp to obtain from PacifiCorp its
reliability needs and required system studies relating to the Micron
Lehi Substation for Micron plant loads of 100 MW. IPCO shall not be
liable to Micron for failure to complete the design of the Micron Lehi
Substation in a timely manner where such failure is due to the failure
of PacifiCorp to provide IPCO with reasonably needed information or
services, or other reasons beyond the reasonable control of IPCO.
5. Use reasonable good faith efforts in coordinating
engineering with PacifiCorp in upgrading protective relaying and
communications at PacifiCorp's 90th South and Hale substations. IPCO
shall not be liable to Micron for failure to complete the design of the
Micron Lehi Substation in a timely manner where such failure is due to
the failure of PacifiCorp to provide IPCO with reasonably needed
information or services, or other reasons beyond the reasonable control
of IPCO.
6. Design, inspect and test a 138-12.47 kV temporary
substation ("Temporary Substation") for Micron's interim power
requirement of 20 MVA. IPCO shall not be liable to Micron for failure
to complete the design of the Temporary Substation in a timely manner,
or for failure to inspect or test, where such failure is due to the
failure of PacifiCorp or the City of Lehi to provide IPCO with
reasonably needed information or services, the discovery of defective
equipment, faulty construction or incomplete construction, or other
reasons beyond the reasonable control of IPCO.
7. Provide Micron with all manufacturer's equipment
manuals.
II.
IPCO shall use reasonable best efforts to perform the work
described in Article I herein so as to secure the substantial
completion of the Temporary Substation on or before February 15, 1996,
and of the Micron Lehi Substation on or before May 1, 1996; subject to
prompt delivery of equipment and information, completion of
construction in a timely manner, and other conditions beyond the
reasonable control of IPCO. All work contracted out to others by IPCO
shall be approved in advance by Micron.
III.
Micron agrees to pay, and IPCO agrees to accept, as full
compensation, satisfaction and discharge for the work described in
Article I herein, compensation on a cost plus basis which shall
reimburse IPCO for all its costs incurred in performing work under this
Agreement and provide IPCO with a profit. The amount of such
compensation shall be determined as follows:
IPCO's labor expenses related to its performance under this
Agreement for the use of IPCO employees shall be calculated by
multiplying the number of hours each employee spent on work under this
Agreement by each employee's respective hourly rate of pay and a factor
of three and one-half (3.50). IPCO's expenses related to its
performance under this Agreement for services provided by others shall
be calculated by multiplying the amount IPCO paid for those services by
a factor of 1.05. IPCO's expenses related to its performance under
this Agreement for materials purchased by IPCO shall be calculated by
multiplying the amount IPCO paid for those materials by a factor of
1.10. All other expenses of IPCO related to its performance under this
Agreement, including but not limited to meals, travel expenses, and
expenses of settling or defending claims and lawsuits, shall be
determined by actual costs.
IPCO will send an invoice to Micron each month for IPCO's
expenses as calculated above. All invoiced amounts shall be due and
payable within thirty-five (35) days of the invoice being received by
Micron. All amounts overdue shall accrue interest at the rate of
eighteen percent (18%) per annum, or the maximum rate allowed by law,
whichever is less. Micron shall reimburse IPCO for all costs and
expenses, including reasonable attorney fees, incurred by IPCO in the
collection of such overdue amounts.
IV.
Upon each payment by Micron to IPCO hereunder, title and
ownership of equipment, materials and supplies covered by such payment
shall pass to Micron.
Upon delivery to a carrier for transit, liability associated
with equipment, materials and supplies furnished by IPCO under this
Agreement shall pass to Micron.
V.
1. Micron has implemented and paid the premiums for an
owner controlled insurance program ("OCIP") as set forth in Exhibit B
to this Agreement for construction activities occurring on the job
site. The OCIP provides insurance coverage for the benefit of Micron,
IPCO and their subcontractors (unless specifically excluded) who have
employees performing activities on the job site. Notwithstanding the
OCIP, IPCO and its subcontractors who provide any on-site services
shall provide certain other insurance coverages outside the OCIP as
required by Exhibit B to this Agreement for all activities, including
off-site activities. IPCO shall be responsible to ensure that it and
its subcontractors comply in all respects with the applicable
requirements of the OCIP as described in Exhibit B to this Agreement
before performing any on-site activities at the job site.
2. IPCO assumes full responsibility to determine whether
the insurance required by Exhibit B to this Agreement is in force.
Written proof satisfactory to Micron of compliance with its insurance
requirements shall be furnished to Micron before any on-site activities
of IPCO occur at the job site. At the request of Micron at any time
during the performance of the work under this Agreement, IPCO shall
provide certificates of insurance covering the foregoing insurance
requirements and reflecting any special agreements with respect
thereto, and copies of such insurance policies shall be available for
Micron's review at IPCO's Boise Corporate Office. If IPCO fails to
procure and maintain policies of insurance or deliver certificates of
insurance in accordance with the terms of Exhibit B to this Agreement,
then at Micron's option, Micron may, upon ten (10) calendar days
written notice to IPCO, obtain such insurance at IPCO's cost and
expense.
3. Any type of insurance or any increase of limits of
liability not described in this Article V or Exhibit B to this
Agreement which IPCO or any subcontractor requires for its own
protection or on account of any statute, with the exception of
automobile insurance purchased in conjunction with leasing vehicles
solely for the work, shall be its own responsibility and at its own
expense.
4. While it is the intent of Micron to keep the OCIP in
force throughout the term of the work under this Agreement, Micron
reserves the right to terminate or modify the OCIP or any portion
thereof. To exercise this option, Micron shall provide at least forty-
five (45) calendar days' advance written notice to IPCO and all
subcontractors covered under the OCIP. IPCO and its subcontractors
shall be required to immediately obtain replacement insurance coverage
and the reasonable cost of such replacement insurance will be
reimbursed by Micron. Written evidence of such insurance satisfactory
to Micron shall be provided to Micron prior to the actual termination
date of the OCIP.
5. The carrying of the insurance provided for herein shall
in no way be interpreted as relieving any insured from any
responsibility or liability under this Agreement or any applicable law,
statute, regulation or order.
VI.
Both Micron and IPCO agree to indemnify, protect, defend and
hold harmless the other Party, and the directors, officers, agents,
employees, successors and assigns of the other Party, from and against
any and all third party claims, demands, suits, proceedings, damages,
losses, fines, penalties and liabilities, including attorney fees,
which (a) result from injury to or death of any person, or damage to or
loss of property, and (b) arise from or relate to performance of the
Parties under this Agreement, to the extent such claims, demands,
suits, proceedings, damages, losses, fines, penalties and liabilities
are due to the negligence of the indemnifying Party or the infringement
of any patent, trade secret or copyright by the indemnifying Party, and
provided that such claims, demands, suits, proceedings, damages,
losses, fines, penalties and liabilities are not covered by the owner
controlled insurance program and are not limited by Article VII below.
VII.
Notwithstanding any statement in this Agreement to the
contrary, IPCO's total liability arising out of or resulting from this
Agreement, whether based on theories of contract, tort or otherwise,
shall under no circumstances exceed the insurance coverage required by
Exhibit B to this Agreement plus IPCO's profit under this Agreement.
In no event shall IPCO be liable to Micron for special, incidental or
consequential damages, including, without limitation, loss of profits
or revenue, or loss of use of equipment. IPCO shall not be held
responsible for Micron's improper use of documents.
VIII.
IPCO shall maintain records and accounts of all invoiced
costs in accordance with good accounting practices. Micron shall have
access to such records and accounts during normal business hours for
one year after completion of the Micron Lehi Substation, to the extent
required to verify that invoiced costs were incurred.
IX.
No necessity for an extension of time is anticipated, but if
circumstances beyond the reasonable control of IPCO should arise,
which circumstances would entitle IPCO to a reasonable extension of
time, such an extension will be granted.
X.
Micron and IPCO shall hold confidential all portions of the
work product which are identified in writing by the other party to be
proprietary information. Neither Micron or IPCO shall disclose
proprietary information to third parties except as may be necessary in
connection with the services provided hereunder, and in any event shall
take reasonable steps to protect the secrecy and confidentiality of the
proprietary information. Disclosures may be made internally to the
employees of either party on a "need to know" basis.
XI.
IPCO shall comply with applicable industry standards, and all
safety standards and accident prevention regulations promulgated by
federal, state or local authority and shall comply specifically with
all the rules, regulations, and any record keeping responsibilities
that may be required by the United States Department of Labor,
Occupational Safety & Health Act, and any amendments or revisions
thereto, the National Electric Safety Code and the National Electrical
Code. IPCO shall also comply with all Micron safety rules and
regulations made known to IPCO by Micron. IPCO agrees to perform all
labor and services hereunder in a good and workmanlike manner.
XII.
Neither of the Parties hereto shall be liable to the other
party for failure to comply with any of the terms and conditions of
this Agreement where such failure is caused by act of God, court order,
governmental regulation or requirement, strike or labor difficulty,
fire, flood, windstorm, breakdown, or other damage to the work, or by
any other existing or future cause beyond the reasonable control of the
Party at fault, including, but not limited to, the failure of a
manufacturer or carrier to deliver equipment on time, the failure of
PacifiCorp or the City of Lehi to provide reasonably needed information
or services in a timely manner, and the failure of a governmental
authority to issue a necessary permit.
XIII.
This Agreement and the obligation of the Parties pursuant
thereto, shall be subject to all lawful orders, rules and regulations
of any regulatory authority having jurisdiction over the subject matter
hereof. This Agreement shall be construed and governed by the laws of
the state of Idaho.
XIV.
Upon completion of the work described in Article I of this
Agreement, IPCO shall remove all equipment and shall satisfactorily
dispose of all rubbish resulting from the operations under this
Agreement.
XV.
IPCO agrees to perform the work contemplated under this
Agreement as an independent contractor, and not as a subcontractor,
agent or employee of Micron.
XVI.
This Agreement shall inure to the benefit of and be binding
upon the Parties hereto, their successors and assigns. This Agreement
shall not be assigned by Micron or IPCO without the prior written
consent of the other, which consent shall not be unreasonably withheld.
XVII.
This Agreement sets forth the entire understanding and
agreement of Micron and IPCO with regard to the subject matter hereof.
Micron and IPCO shall not be bound by or be liable for any statement,
representation, promise, inducement or understanding of any kind or
nature not set forth herein. No changes, amendments or modifications
of any of the terms or conditions of this Agreement shall be valid
unless reduced to writing and signed by both Parties.
IN WITNESS WHEREOF, the Parties hereto have caused their duly
authorized representatives to sign this Agreement effective the day and
year first above written.
ATTEST: IDAHO POWER COMPANY
By:_______________________________
By:_________________________________
Vice President
ATTEST: MICRON TECHNOLOGY, INC.
By:__________________________________
By:_______________________________
Its:_________________________________
EXHIBIT A
[Graphics]
EXHIBIT B
Owner Controlled Insurance Program
A. Introduction and Definitions
Micron Technology, Inc., (Micron), is implementing an Owner Controlled
Insurance Program (OCIP) to furnish certain insurance for Work
performed on the Project Site for construction of its new plant near
Lehi, Utah.
The OCIP is for the benefit of Micron, Micron Construction, Inc.
(MCInc.), their Consultants, Contractors, and Subcontractors of all
tiers who have on-site employees, but only with respect to their Work
performed at the Project Site. The OCIP does not cover suppliers,
vendors, materials dealers, haulers, and transporters whose work
location is off the Project Site, and who merely pick up or deliver
materials, equipment, or supplies at the Project Site. However, if
such suppliers, vendors, or materials dealers install their product or
contract with subcontractors to install their product on the Project
Site, those employees or subcontractors' employees will be enrolled in
the OCIP. The OCIP will not include fabrication, manufacturing, or
other operations away from the Project Site.
For purposes of the OCIP, the following definitions apply:
Consultant
An individual, firm, or corporation with a contractual obligation with
Micron and/or MCInc. to perform specialized services required by the
Project, and whose employees are actively performing such Work at the
Project Site.
Contract
The written agreement or purchase order between Micron and/or MCInc.
and a Contractor, between a Contractor and a Subcontractor, or between
a Subcontractor and a Sub-subcontractor.
Contractor
An individual, firm, or corporation undertaking construction or other
services who has contracted directly with Micron and/or MCInc. to
perform some part of the Work required by the Project, and whose
employees are actively performing such Work at the Project Site.
Contract haulers, vendors, suppliers, materials dealers, or others
whose function is solely to make deliveries or supply materials or
equipment to the Project Site are not Contractors for purposes of this
OCIP. Vendors, suppliers, materials dealers or their subcontractors who
install their product at the Project Site will be included in the OCIP
for such on-site installation provided they meet enrollment
requirements.
OCIP
The Owner Controlled Insurance Program under which certain insurance
coverage is procured for Micron's and MCInc.'s benefit, and for the
benefit of its Consultants, Contractors, and Subcontractors enrolled in
the OCIP while performing Work at the Project Site.
OCIP Manager
Johnson & Higgins of WA, Inc.
Owner
Micron Technology, Inc. (Micron) , a Delaware corporation
General Contractor and Construction Manager
Micron Construction, Inc. (MCInc.)
Project
The specific construction work at Micron's new plant near Lehi, Utah to
be undertaken by the Contractor under its Contract with Micron and/or
MCInc.
Project Site
The site of construction, including all facilities described above.
Project Site includes the area of Work of all Consultants, Contractors,
and Subcontractors indicated on the engineers' plans and specifications
for the Project, the physical location at which Micron's facility will
be constructed, and areas immediately adjacent thereto, including local
roads and public easements in which Contractors and Subcontractors
perform Work under their respective Contracts. Project Site includes
Contractor staging areas in proximity to the area at which the facility
will be constructed as described in Contractors' bids or proposals, and
which are used exclusively by Contractors to perform Work under their
respective Contracts, but only if such area is so designated by MCInc.
as part of the Project Site prior to Contractor beginning work at that
location.
Project Safety Coordinator
The MCInc. employee assigned to this responsibility.
Subcontractor
An individual, firm, or corporation undertaking construction or other
services under Contract with a Contractor to perform some part of the
Work required by the Project, and whose employees are actively
performing such Work at the Project Site. Contract haulers, vendors,
suppliers, materials dealers, or others whose function is solely to
make deliveries or supply materials or equipment to the Project Site
are not Subcontractors for purposes of the OCIP. Vendors, suppliers,
materials dealers, or their subcontractors who install their product at
the Project Site will be included in the OCIP for such on-site
installation. The term Subcontractor includes Subcontractor of any
tier.
Work
Operations conducted at or from the Project Site, including operations
necessary or incidental thereto, but not including manufacturing,
fabrication or other operations on the regular premises of the
Contractor other than the Project Site.
B. Micron-Furnished Insurance
Micron, at its expense through the OCIP, has obtained the insurance
coverage shown in Paragraphs B.1., through B.5., for Contractor and its
Subcontractors for their Work at the Project Site. The following
description is for informational purposes only; the specific terms and
conditions of coverage are set forth in the respective insurance
policies comprising the OCIP which policies shall control the rights
and obligations of the "insured" parties hereunder.
1. Workers Compensation
Statutory coverage, limits, and benefits in conformance with the
Utah Workers Compensation Act. Coverage includes occupational
disease as defined by the Act. The coverage will be provided on a
standard NCCI coverage form in accordance with applicable laws of
the State of Utah. This insurance provides coverage only for on-
site activities.
2. Employers Liability
Coverage is provided with the following limits:
$2,000,000 each accident-bodily injury by accident
$2,000,000 each employee-bodily injury by disease
$2,000,000 annual aggregate-bodily injury by disease
3. Commercial General Liability
Coverage, excluding automobile liability, will be written on an
"occurrence" basis. The policy will include premises and
operations coverage, including premises medical, and
products/completed operations coverage extending for not less than
three (3) years after the completion of Contractor's Work and
acceptance by Micron and/or MCInc. Coverage will also include
personal injury liability, and blanket broad form contractual
coverage for liability assumed under an "insured" contract as
defined by the insurance policy. The policy will not contain
exclusions for Broad Form Property Damage, Independent
Contractors, or for the hazards commonly known as Explosion,
Collapse, and Underground (XCU). Employees are insureds under the
policy, and policy terms include "Separation of Insureds" as
defined by the standard ISO policy form. Coverage will not
include claims related to engineer's and architect's professional
liability, pollution or asbestos.
Policy limits are:
$2,000,000 each occurrence - bodily injury and property damage
$2,000,000 each occurrence - personal injury and advertising
liability
$4,000,000 general aggregate, each annual period
$4,000,000 products & completed operations aggregate, each annual
period
The limits apply collectively to all insureds.
The Commercial General Liability policy will be primary insurance
for claims arising from this Contract, and non-contributing with
respect to any other insurance carried by the Contractor for Work
performed at the Project Site.
4. Excess Liability
Excess liability insurance is provided in a combination of layers
which equal $50,000,000 per claim and annual aggregate. This
insurance is excess over the primary liability insurance policies
provided in the OCIP and listed in Subparagraphs B.2 and B.3. The
limits apply collectively to all insureds.
5. "All Risk" Builders Risk and Property Insurance with a limit
sufficient to cover property values at risk at the Project Site.
It will also provide coverage for equipment in transit to the
Project Site. Blanket waiver of subrogation will be provided
between all named insureds. This policy does not apply to
machinery, tools, equipment and other property not destined to
become a permanent part of the Project.
NO MOTOR VEHICLE LIABILITY INSURANCE COVERAGE WILL BE INCLUDED.
C. Contractor Furnished Insurance
Notwithstanding the OCIP, during the period that a Contract remains in
force, each Contractor shall maintain at its own expense the following
minimum insurance coverage and limits with separate policy forms and
insurers acceptable to Micron and/or MCInc.:
1. Automobile Liability Insurance for Contractor's activities on and
off the Project Site. A minimum of $1,000,000 combined single
limit for bodily injury and property damage per occurrence for
Contractor's owned, non-owned, and hired vehicles. Every
Contractor shall also require its Subcontractors and Sub-
subcontractors to carry such insurance. Micron, MCInc., their
directors, officers, employees and agents will be included as
additional insureds under the Contractor's automobile liability
insurance policy.
2. Workers Compensation and Employers Liability Insurance for
activities off the Project Site.
Utah statutory coverage and limits for Workers Compensation.
Employers Liability insurance with limits not less than:
$100,000 each accident-bodily injury by accident
$100,000 each employee-bodily injury by disease
$500,000 annual aggregate-bodily injury by disease
3. Aircraft Liability insurance, including Passenger Legal Liability
and Aircraft Hull insurance if Contractor uses owned or chartered
aircraft for Work on the Project. Policy limits will be not less
than:
$5,000,000 combined single limit for bodily injury and property
damage liability. Replacement cost of aircraft hull.
4. For those Contractors whose Scope of Work includes designing,
inspecting, testing and other related engineering work, the
following insurance coverage is also required:
Professional Liability insurance with minimum limits of liability
of $1,000,000 per claim and $1,000,000 in the aggregate. If the
insurance required by this section is obtained through a claims-
made type of policy, this coverage or its replacement shall have a
Retroactive Date of no later than the inception of the contract.
In addition to the above requirement, Contractor shall promptly
obtain a quotation for "project specific" Professional Liability
insurance coverage as follows: limits of liability of $10,000,000
per claim, $20,000,000 in the aggregate. The policy or its
replacement shall include a Supplemental Extended Reporting Period
of three (3) years. The final decision regarding the purchase of
project specific Professional Liability insurance coverage shall
be at the sole discretion of Micron. All costs related to the
purchase of such project specific insurance, including the
purchase of any Supplemental Extended Reporting Period, shall be
reimbursed to Contractor by Micron.
Before beginning Work, the Contractor will provide the OCIP Manager
with certificates of insurance evidencing coverages as listed in this
Paragraph C. The certificates will state that Contractor, or their
insurer, will provide sixty (60) days advance written notice to Micron
and/or MCInc. in the event Contractor's insurance policies are canceled
or not renewed, assigned, or changed in any manner that is materially
adverse to the any insureds under these policies. The certificates
will also name Micron, MCInc., their directors, officers, employees and
agents as additional insureds as required in Subparagraph C.1 above.
D. Subcontractor Furnished Insurance
Contractor will ensure that its Subcontractors comply with the
provisions contained in Paragraphs D through N of this OCIP Exhibit,
and maintain at their own expense during the period that their
subcontracts remain in force, the following minimum insurance coverage
and limits with policy forms and insurers acceptable to MCInc:
1. Automobile Liability Insurance for Subcontractor's activities on
and off the Project Site.
A minimum of $1,000,000 combined single limit for bodily injury
and property damage per occurrence for Subcontractor's owned, non-
owned, and hired vehicles. Micron, MCInc., their directors,
officers, employees and agents and Contractor will be included as
additional insureds under the Subcontractor's automobile liability
insurance policy.
2. Workers Compensation and Employers Liability Insurance for
activities off the Project Site.
Utah statutory coverage and limits for Workers Compensation.
Employers Liability insurance with limits not less than:
$100,000 each accident-bodily injury by accident
$100,000 each employee-bodily injury by disease
$500,000 annual aggregate-bodily injury by disease
3. Aircraft Liability insurance, including Passenger Legal Liability
and Aircraft Hull insurance if Subcontractor uses owned or
chartered aircraft for Work on the Project.
$5,000,000 combined single limit for bodily injury and property damage
liability. Replacement cost of aircraft hull.
Before beginning Work, the Subcontractor will provide the Contractor
with certificates of insurance evidencing coverages as listed in this
Paragraph D. Such certificates will state that Subcontractor, or their
insurer, will provide sixty (60) days advance written notice to
Contractor in the event Subcontractor's insurance policies are
canceled, not renewed, or materially reduced in coverage. The
certificates will also name Micron, MCInc., their directors, officers,
employees and agents and Contractor as additional insureds as stated
above.
E. Certificates and Policies
The OCIP Manager will provide Contractor and each of its Subcontractors
with an original workers compensation and employers liability policy,
and with appropriate certificates evidencing the liability insurance
coverage described in Paragraphs B.3., and 4., of this OCIP Exhibit.
The commercial general and excess liability insurance policies will be
available for the Contractor's review at Micron's Boise corporate
office.
Prior to the Contractor's entry onto the Project Site, Contractor will
provide the OCIP Manager with certificates evidencing Contractor's
insurance coverage described in Paragraph C. All insurance coverage
outlined above will be written by insurance companies meeting the OCIP
Manager's financial security requirements. Such policies will be
available for Micron's review at Contractor's corporate office.
F. Other Insurance
The OCIP as previously outlined is intended to afford broad coverage
and relatively high limits of liability, but may not provide all the
insurance needed by a Contractor or Subcontractor. Any insurance for
higher limits or other coverage which any Contractor or Subcontractor
may be required by law to carry (except any insurance that Contractor
may be required by law to carry specifically and uniquely to perform
Contractor's obligations under the Contract, or that is specifically
excepted under the Contract, including this Exhibit B) or may need for
its protection, shall be at its own expense.
G. Contractor Responsibilities
The Contractor and its Subcontractors are required to cooperate with
Micron and MCInc. and the OCIP Manager with regard to OCIP
administration and operation. The Contractors' and Subcontractors'
responsibilities will include, but not be limited to these activities:
- - Complete and provide to OCIP Manager all forms and exposure
information necessary to enroll in the OCIP. Contractor will be an
OCIP Participant upon completion of all enrollment requirements
contained in this Exhibit, and in the OCIP Enrollment Booklet which
will be provided to the Contractor and each of its Subcontractors
following award of their respective Contracts. Contractor will receive
evidence of enrollment upon compliance with those requirements.
- - Provide certificates of insurance for coverage required of the
Contractor in Paragraph C of this OCIP Exhibit, and collect
certificates from all subcontractors.
- - Notify Micron and MCInc. in advance of its intent to award any
Subcontract. It is Micron's and MCInc.'s intent to enroll all
Contractors and Subcontractors, other than those expressly excluded by
Paragraph J. of this OCIP Exhibit into the OCIP.
- - Bind each of its respective Subcontractors to the insurance,
indemnity, and hold harmless provisions of the Contract, including the
provisions of this OCIP.
- - Not knowingly violate or permit violation of any conditions of the
OCIP policies of insurance, and at all times satisfy the requirements
of the insurance companies issuing them.
- - Provide the OCIP Manager with accurate monthly payroll data and
other information for itself and its Subcontractors related to this
Project, and permit its books and records related to this Project to be
audited by the OCIP insurance company(ies) or their respective
representatives. The Contractor agrees to maintain separate copies of
payroll records and retain them for 3 years after final completion of
its Work under this Contract.
- - Comply with applicable loss control (safety) and claim-reporting
procedures.
- - Maintain an OSHA 200 Log and will provide monthly to MCInc. or the
OCIP Manager portions of the Log which relate to the Project Site.
H. Contract Price and Assignment of Return Premium, etc.
As noted above, Micron will provide the OCIP coverage listed in
Paragraph B for the benefit of the Contractor and Subcontractors at
Micron's expense. In consideration of Micron providing OCIP coverages,
the Contractor shall:
- - Remove all applicable insurance costs from its contract price that
would duplicate or provide similar insurance coverages as are provided
for the Contractor in the OCIP.
- - Assign to Micron all right, title and interest in and to any
return premiums, dividends, refunds, discounts and other credits due or
to become due under the OCIP insurance policies. The Contractor and
Subcontractors shall execute documents and agreements provided by the
OCIP Manager necessary to evidence such assignment.
I. Termination/Modification of the OCIP
While it is Micron's intent to maintain the OCIP throughout the term of
the construction period, insurance marketplace conditions or other
circumstances beyond Micron's control may require termination or
modification of the OCIP. If either circumstance occurs, Micron and/or
MCInc. will give 45 days advance written notice to the Contractor, and,
at its option, will provide replacement coverage or will require
Contractor to obtain replacement insurance coverage as required. If
Micron and/or MCInc. requires Contractor to obtain replacement
insurance, the actual, auditable cost of such approved replacement
insurance will be reimbursed by Micron or MCInc., throughout the
remaining term of the Contract. Contractor shall furnish written
evidence of such insurance to Micron and/or MCInc. before the OCIP's
actual termination date.
J. Excluded Contractors
- - Subcontractors engaged in asbestos abatement will not be enrolled
in the OCIP. Asbestos abatement subcontractors will be required to
carry their own insurance at their own expense.
- - Any contract valued at $10,000 or less is excluded from the OCIP.
- - Notwithstanding other provisions of this OCIP Exhibit, Micron and
MCInc. reserve the right to exclude any other contractors from the
OCIP. Any such exclusion will be at Micron's and/or MCInc.'s sole
discretion.
K. Waiver of Recovery and Subrogation
Micron, MCInc., Contractor and Subcontractors will cause their
underwriters of insurance policies described in Paragraphs B., C., D.,
and F., to waive their rights of subrogation for losses, costs, and
expenses arising from the Work performed under a Contract, which rights
one party may have against the other. This waiver applies only to
personal injury, bodily injury, death, and property damage covered by
insurance as described in this OCIP Exhibit and occurring in the course
of the Contractor's operations under a Contract.
L. Separation of Insureds Clause
All policies required to be provided by Contractors and Subcontractors
shall be endorsed to state that the inclusion of more than one insured
under such insurance shall not operate to impair the rights of one
insured against another insured and (except for the applicable
aggregate policy limits) the coverage afforded by each insurance policy
shall apply as though a separate policy had been issued to each
insured.
M. Miscellaneous Provisions and Requirements
- - The cost of the premiums for insurance provided under this OCIP
will be paid by Micron, and Micron will receive and pay, as the case
may be, all adjustments in those costs, whether by way of dividends,
audits, or otherwise.
- - The Contractor recognizes and agrees that Johnson & Higgins of
Washington is the Broker of Record for this OCIP, and that the
Contractor will endeavor to notify Johnson & Higgins and request
correction of any insurance-related deficiencies, omissions, or errors
in the OCIP policies or certificates.
- - Any portrayal of insurance policy coverage, terms, and conditions
contained in this contract is informational, and is not a binding
interpretation of coverage or conditions of the actual policies.
N. Liabilities and Obligations
The OCIP provided by Micron for the Contractor and its Subcontractors
is not intended to and will not in any manner limit or qualify the
duties, liabilities, and obligations assumed by the Contractor under
this Contract. Losses and claims against the Contractor that are in
excess of the policy limits or excluded from the insurance policies
described in this OCIP Exhibit are for the account of the Contractor
except as may be otherwise specified in the Contract.
The policies provided by the OCIP will be primary insurance and non-
contributing with respect to persons engaged in performance of work at
the Project Site.
