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, 1999
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Exact name of registrants as
specified I.R.S.
Commission in their charters, state of Employer
File Number incorporation, address of Identification
principal executive offices, and Number
telephone number
1-14465 IDACORP, Inc. 82-0505802
1-3198 Idaho Power Company 82-0130980
1221 W. Idaho Street
Boise, ID 83702-5627
Telephone: (208) 388-2200
State of Incorporation: Idaho
Web site: www.idacorpinc.com
None
Former name, former address and former fiscal year, if changed
since last report.
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
Number of shares of Common Stock outstanding as of September
30, 1999:
IDACORP, Inc.: 37,612,351
Idaho Power Company: 37,612,351 shares, all of which are held by IDACORP, Inc.
INDEX
Page
Definitions 2
Part I. Financial Information:
Item 1. Financial Statements
IDACORP, Inc.:
Consolidated Statements of Income 3-4
Consolidated Balance Sheets 5-6
Consolidated Statements of Capitalization 7
Consolidated Statements of Cash Flows 8
Consolidated Statements of Comprehensive 9
Income
Notes to Consolidated Financial Statements 10-14
Independent Accountants' Report 15
Idaho Power Company:
Consolidated Statements of Income 16-17
Consolidated Balance Sheets 18-19
Consolidated Statements of Capitalization 20
Consolidated Statements of Cash Flows 21
Consolidated Statements of Comprehensive 22
Income
Notes to Consolidated Financial Statements 23-24
Independent Accountants' Report 25
Item 2. Management's Discussion and Analysis of
Financial
Condition and Results of Operations 26-33
Part II. Other Information:
Item 6. Exhibits and Reports on Form 8-K 34-37
Signatures 38-39
DEFINITIONS
FASB - Financial Accounting Standards Board
FERC - Federal Energy Regulatory Commission
IPUC - Idaho Public Utilities Commission
KWh - kilowatt-hour
MAF - Million Acre-Feet
MMbtu - Million British Thermal Units
MWh - Megawatt-hour
OPUC - Oregon Public Utilities Commission
PCA - Power Cost Adjustment
PUCN - Public Utility Commission of Nevada
REA - Rural Electrification Administration
SFAS - Statement of Financial Accounting
Standards
FORWARD LOOKING INFORMATION
This Form 10-Q contains "forward-looking statements" intended to
qualify for safe harbor from liability established by the Private
Securities Litigation Reform Act of 1995. Forward-looking
statements should be read with the cautionary statements and
important factors included in this Form 10-Q at Part I, Item 2.
Management's Discussion and Analysis of Financial Condition and
Results of Operations-Forward-Looking Information. Forward-
looking statements are all statements other than statements of
historical fact, including without limitation those that are
identified by the use of the words "anticipates," "estimates,"
"expects," "intends," "plans," "predicts," and similar
expressions and include, but are not limited to, statements under
the heading "Other Matters" concerning the outcome of IDACORP,
Inc.'s and Idaho Power Company's Year 2000 efforts.
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
IDACORP, Inc.
Consolidated Statements of Income
Three Months Ended
September 30,
1999 1998
(Thousands of Dollars
except for per share
amounts)
REVENUES:
General business $137,193 $ 149,411
Off-system sales 19,078 74,560
Other revenues 5,707 6,229
Total revenues 161,978 230,200
EXPENSES:
Operations:
Purchased power 41,088 92,885
Fuel expense 23,523 25,054
Power cost adjustment (14,774) (1,338)
Other 36,615 34,455
Maintenance 10,903 10,709
Depreciation 19,511 19,140
Taxes other than income taxes 5,170 5,258
Total expenses 122,036 186,163
INCOME FROM OPERATIONS 39,942 44,037
OTHER INCOME:
Allowance for equity funds used
during
Construction 322 46
Energy trading activities - Net 6,802 2,042
Other - Net 2,098 5,037
Total other income 9,222 7,125
INTEREST EXPENSE AND OTHER:
Interest on long-term debt 13,078 13,106
Other interest 2,339 2,223
Allowance for borrowed funds
used during
Construction (247) (274)
Preferred dividends of Idaho
Power
Company 1,401 1,410
Total interest expense and 16,571 16,465
other
INCOME BEFORE INCOME TAXES 32,593 34,697
INCOME TAXES 10,574 12,392
NET INCOME $22,019 $ 22,305
AVERAGE COMMON SHARES OUTSTANDING 37,612 37,612
(000)
EARNINGS PER SHARE OF COMMON STOCK
(basic and
diluted) $ 0.59 $ 0.59
The accompanying notes are an integral part of these statements.
IDACORP, Inc.
Consolidated Statements of Income
Nine Months Ended
September 30,
1999 1998
(Thousands of Dollars
except for per share
amounts)
REVENUES:
General business $396,415 $ 382,631
Off-system sales 86,109 162,204
Other revenues 18,676 23,411
Total revenues 501,200 568,246
EXPENSES:
Operations:
Purchased power 81,503 145,862
Fuel expense 64,398 60,077
Power cost adjustment 424 12,951
Other 110,579 106,008
Maintenance 30,285 31,262
Depreciation 58,087 57,080
Taxes other than income taxes 16,429 16,103
Total expenses 361,705 429,343
INCOME FROM OPERATIONS 139,495 138,903
OTHER INCOME:
Allowance for equity funds used
during
Construction 710 71
Energy trading activities - Net 14,646 4,911
Other - Net 6,224 10,643
Total other income 21,580 15,625
INTEREST EXPENSE AND OTHER:
Interest on long-term debt 40,231 39,204
Other interest 6,768 6,368
Allowance for borrowed funds
used during
Construction (605) (714)
Preferred dividends of Idaho
Power
Company 4,121 4,232
Total interest expense and 50,515 49,090
other
INCOME BEFORE INCOME TAXES 110,560 105,438
INCOME TAXES 37,799 34,730
NET INCOME $ 72,761 $ 70,708
AVERAGE COMMON STOCK OUTSTANDING 37,612 37,612
(000)
EARNINGS PER SHARE OF COMMON STOCK
(basic and
diluted) $ 1.93 $ 1.88
The accompanying notes are an integral part of these statements.
IDACORP, Inc.
Consolidated Balance Sheets
Assets
September December
30, 31,
1999 1998
(Thousands of Dollars)
ELECTRIC PLANT:
In service (at original cost) $2,710,168 $ 2,659,441
Accumulated provision for
depreciation (1,060,783) (1,009,387)
In service - Net 1,649,385 1,650,054
Construction work in progress 77,224 59,717
Held for future use 1,742 1,738
Electric plant - Net 1,728,351 1,711,509
INVESTMENTS AND OTHER PROPERTY 140,267 129,437
CURRENT ASSETS:
Cash and cash equivalents 17,207 22,867
Receivables:
Customer 102,901 81,245
Allowance for uncollectible (1,397) (1,397)
accounts
Natural gas 36,124 21,426
Notes 4,747 4,643
Employee notes 4,412 4,510
Other 6,449 6,059
Energy trading assets 50,715 -
Accrued unbilled revenues 26,224 34,610
Materials and supplies (at 32,127 30,157
average cost)
Fuel stock (at average cost) 8,281 7,096
Prepayments 14,414 16,042
Regulatory assets associated
with income
Taxes 2,965 2,965
Total current assets 305,169 230,223
DEFERRED DEBITS:
American Falls and Milner water 31,585 31,830
rights
Company-owned life insurance 43,368 35,149
Regulatory assets associated
with income
Taxes 202,153 201,465
Regulatory assets - other 54,190 62,013
Other 50,520 49,994
Total deferred debits 381,816 380,451
TOTAL $2,555,603 $ 2,451,620
The accompanying notes are an integral part of these statements.
IDACORP, Inc.
Consolidated Balance Sheets
Capitalization and Liabilities
September December
30, 31,
1999 1998
(Thousands of Dollars)
CAPITALIZATION:
Common stock equity:
Common stock without par value
(shares
Authorized 120,000,000;
shares
Outstanding 37,612,351) $ 451,112 $ 451,564
Retained earnings 298,973 278,607
Accumulated other (686) 226
comprehensive income
Total common stock equity 749,399 730,397
Preferred stock of Idaho Power 105,856 105,968
Company
Long-term debt 741,849 815,937
Total capitalization 1,597,104 1,652,302
CURRENT LIABILITIES:
Long-term debt due within one 88,026 6,029
year
Notes payable 11,630 38,524
Accounts payable 97,818 73,499
Accounts payable - natural gas 48,530 28,476
Energy trading liabilities 54,569 -
Taxes accrued 31,075 24,785
Interest accrued 15,853 18,365
Deferred income taxes 2,965 2,965
Other 13,259 12,275
Total current liabilities 363,725 204,918
DEFERRED CREDITS:
Regulatory liabilities
associated with
deferred investment tax 67,961 69,396
credits
Deferred income taxes 422,356 422,196
Regulatory liabilities
associated with
income taxes 28,075 28,075
Regulatory liabilities - other 3,996 4,161
Other 72,386 70,572
Total deferred credits 594,774 594,400
COMMITMENTS AND CONTINGENT
LIABILITIES
TOTAL $2,555,603 $ 2,451,620
The accompanying notes are an integral part of these statements.
IDACORP, Inc.
Consolidated Statements of Capitalization
September December
30, 31,
1999 % 1998 %
(Thousands of Dollars)
COMMON STOCK EQUITY:
Common stock $451,112 $ 451,564
Retained earnings 298,973 278,607
Accumulated other comprehensive (686) 226
income
Total common stock equity 749,399 47 730,397 44
PREFERRED STOCK OF IDAHO POWER
COMPANY:
4% preferred stock 15,856 15,968
7.68% Series, serial preferred 15,000 15,000
stock
7.07% Series, serial preferred 25,000 25,000
stock
Auction rate preferred stock 50,000 50,000
Total preferred stock 105,856 7 105,968 7
LONG-TERM DEBT OF IDAHO POWER
COMPANY:
First mortgage bonds:
8.65% Series due 2000 80,000 80,000
6.93% Series due 2001 30,000 30,000
6.85% Series due 2002 27,000 27,000
6.40% Series due 2003 80,000 80,000
8 % Series due 2004 50,000 50,000
5.83% Series due 2005 60,000 60,000
Maturing 2021 through 2031
with rates
ranging from 7.5% to 9.52% 230,000 230,000
Total first mortgage bonds 557,000 557,000
Amount due within one (80,000) -
year
Net first mortgage 477,000 557,000
bonds
Pollution control revenue bonds:
7 1/4% Series due 2008 4,360 4,360
8.30% Series 1984 due 2014 49,800 49,800
6.05% Series 1996A due 2026 68,100 68,100
Variable Rate Series 1996B due 24,200 24,200
2026
Variable Rate Series 1996C due 24,000 24,000
2026
Total pollution control 170,460 170,460
revenue bonds
REA notes 1,433 1,489
Amount due within one year (75) (74)
Net REA notes 1,358 1,415
American Falls bond guarantee 19,885 20,130
Milner Dam note guarantee 11,700 11,700
Debt related to investments in
affordable
housing with rates ranging
from 6.03%
to 8.59% due 1999 to 2009 70,411 62,103
Amount due within one year (7,951) (5,955)
Net affordable housing debt 62,460 56,148
Unamortized premium/discount - (1,466) (1,539)
Net
Net Idaho Power Company debt 741,397 815,314
OTHER SUBSIDIARY DEBT 452 623
Total long-term debt 741,849 46 815,937 49
TOTAL CAPITALIZATION $1,597,104 100 $ 1,652,302 100
The accompanying notes are an integral part of these statements.
IDACORP, Inc.
Consolidated Statements of Cash Flows
Nine Months Ended September
30,
1999 1998
(Thousands of Dollars)
OPERATING ACTIVITIES:
Net income $ 72,761 $ 70,708
Adjustments to reconcile net
income to net
cash provided by operating
activities:
Depreciation and amortization 68,913 62,895
Deferred taxes and investment
tax
Credits (1,963) (656)
Accrued PCA costs 243 12,743
Change in:
Accounts receivable and (35,122) (56,060)
prepayments
Accrued unbilled revenue 8,386 6,847
Materials and supplies and
fuel
Stock (3,155) 284
Accounts payable 44,373 45,741
Taxes accrued 6,290 3,187
Other current assets and 2,326 (5,327)
liabilities
Other - net 5,701 (9,751)
Net cash provided by operating
Activities 168,753 130,611
INVESTING ACTIVITIES:
Additions to utility plant (73,113) (60,136)
Investments in affordable (17,556) (19,139)
housing projects
Investments in company-owned (6,462) -
life insurance
Other - net (5,510) (7,486)
Net cash used in investing (102,641) (86,761)
activities
FINANCING ACTIVITIES:
Proceeds from issuance of:
Long-term debt related to
affordable
housing projects 14,582 15,088
First mortgage bonds - 60,000
Retirement of subsidiary long- (6,446) (3,316)
term debt
Retirement of first mortgage - (30,000)
bonds
Dividends on common stock (52,395) (52,399)
Decrease in short-term (26,894) (35,077)
borrowings
Other - net (619) (135)
Net cash used in financing (71,772) (45,839)
activities
Net decrease in cash and cash (5,660) (1,989)
equivalents
Cash and cash equivalents beginning 22,867 6,905
of period
Cash and cash equivalents at end of $ 17,207 $ 4,916
period
SUPPLEMENTAL DISCLOSURE OF CASH
FLOW
INFORMATION:
Cash paid during the period for:
Income taxes $ 34,017 $ 44,773
Interest (net of amount $ 46,836 $ 40,712
capitalized)
The accompanying notes are an integral part of these statements.
IDACORP, Inc.
Consolidated Statements of Comprehensive Income
Three Months Ended
September 30,
1999 1998
(Thousands of Dollars)
NET INCOME $ 22,019 $ 22,305
OTHER COMPREHENSIVE INCOME:
Unrealized gains (losses) on
securities
(net of tax of ($688)) (912) -
TOTAL COMPREHENSIVE INCOME $ 21,107 $ 22,305
Nine Months Ended
September 30,
1999 1998
(Thousands of Dollars)
NET INCOME $ 72,761 $ 70,708
OTHER COMPREHENSIVE INCOME:
Unrealized gains (losses) on
securities
(net of tax of ($688) and (912) 1,915
$1,229)
Minimum pension liability
adjustment
(net of tax of $1,159) - (1,805)
TOTAL COMPREHENSIVE INCOME $ 71,849 $ 70,818
The accompanying notes are an integral part of these statements.
IDACORP, Inc.
Notes to Consolidated Financial Statements
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Nature of Business
IDACORP, Inc. (IDACORP or the Company), is a holding company
whose principal operating subsidiary is Idaho Power Company
(IPC). On October 1, 1998 IPC's outstanding common stock was
converted on a share-for-share basis into common stock of
IDACORP. However, IPC's preferred stock and debt securities
outstanding were unaffected and remain with IPC.
IPC, a public utility, represents over 90% of the consolidated
total assets of the Company and is its principal operating
subsidiary. IPC is regulated by the FERC and the state
regulatory commission of Idaho, Oregon, Nevada and Wyoming and is
engaged in the generation, transmission, distribution, sale and
purchase of electric energy.
Financial Statements
In the opinion of the Company, the accompanying unaudited
consolidated financial statements contain all adjustments
necessary to present fairly its consolidated financial position
as of September 30, 1999, and its consolidated results of
operations for the three and nine months ended September 30, 1999
and 1998 and cash flows for the nine months ended September 30,
1999 and 1998. These financial statements do not contain the
complete detail or footnote disclosure concerning accounting
policies and other matters that would be included in full year
financial statements and therefore they should be read in
conjunction with the Company's audited consolidated financial
statements included in the Company's Annual Report on Form 10-K
for the year ended December 31, 1998. The results of operations
for the interim periods are not necessarily indicative of the
results to be expected for the full year.
Principles of Consolidation
The consolidated financial statements include the accounts of the
Company and its wholly-owned or controlled subsidiaries. All
significant intercompany transactions and balances have been
eliminated in consolidation. Investments in business entities in
which the Company and its subsidiaries do not have control, but
have the ability to exercise significant influence over operating
and financial policies, are accounted for using the equity
method.
Accounting for Contracts Involved in Energy Trading and Risk
Management Activities
The Company adopted Emerging Issues Task Force 98-10 "Accounting
for Contracts Involved in Energy Trading Activities," (EITF 98-
10) effective January 1, 1999. The consensus establishes
standards for designating between energy contracts and energy
trading contracts and accounting for each. Energy trading
contracts are reported at fair value as of the balance sheet date
with the resulting gains and losses reported in the income
statement. The resulting impact of adoption on net income was
immaterial. Related to the adoption of EITF 98-10, the Company
has begun reporting electricity trading activity net (netting
revenues and expenses) in "Other Income-Energy trading activities-
net" on the Consolidated Statements of Income. Prior periods
have been reclassified to conform with the current period's
presentation with no impact to net income.
Derivative Financial Instruments
The Company uses financial instruments such as commodity
forwards, futures, options and swaps to hedge against exposure to
commodity price risk in the electricity and natural gas markets
as well as to optimize its energy trading portfolio. The
accounting for derivative financial instruments is in accordance
with the concepts established in SFAS NO. 80, "Accounting for
Futures Contracts," American Institute of Certified Public
Accountants Statement of Position 86-2, "Accounting for Options,"
and recently issued EITF 98-10.
Gains and losses from derivative instruments designed to hedge
energy trading contracts as defined by EITF 98-10 are recognized
in income on a current basis along with the gains and losses of
the hedged transaction. Additionally, gains and losses on
derivative transactions not qualifying as a hedge are recognized
currently in income. Cash flows from derivatives are recognized
in the statement of cash flows as an operating activity.
Reclassifications
Certain items previously reported for periods prior to September
30, 1999 have been reclassified to conform with the current
period's presentation. Net income was not affected by these
reclassifications.
2. INCOME TAXES
The Company's effective tax rate for the first nine months
increased from 32.9 percent in 1998 to 34.2 percent in 1999.
Reconciliations between the statutory income tax rate and the
effective rates for the nine-month periods ended September 30,
1999 and 1998 are as follows:
1999 1998
Amount Rate Amount Rate
Computed income taxes based on
statutory
federal income tax rate $ 38,696 35.0% $ 36,903 35.0 %
Changes in taxes resulting from:
Current state income taxes 5,964 5.4 5,106 4.8
Net depreciation 3,952 3.6 4,005 3.8
Investment tax credits restored (2,221) (2.0) (2,197) (2.1)
Removal costs (612) (0.6) (1,037) (1.0)
Repair allowance (2,066) (1.9) (2,346) (2.2)
Affordable housing credits (6,958) (6.3) (5,160) (4.9)
Preferred dividends 1,442 1.3 1,482 1.4
Settlement of prior year tax
returns - - (1,500) (1.4)
Other (398) (0.3) (526) (0.5)
Total $ 37,799 34.2% $ 34,730 32.9 %
3. PREFERRED STOCK OF IDAHO POWER COMPANY:
The number of shares of IPC preferred stock outstanding were as
follows:
September December
30, 31,
1999 1998
Cumulative, $100 par value:
4% preferred stock (authorized 215,000 158,562 159,680
shares)
Serial preferred stock, 7.68% Series
(authorized
150,000 shares) 150,000 150,000
Serial preferred stock, cumulative, without
par
value; total of 3,000,000 shares
authorized:
7.07% Series, $100 stated value,
(authorized
250,000 shares) 250,000 250,000
Auction rate preferred stock, $100,000
stated
value, (authorized 500 shares) 500 500
4. FINANCING:
The Company currently has a $300.0 million shelf registration
statement that can be used for the issuance of unsecured debt
securities and preferred or common stock. At September 30, 1999,
none had been issued.
IPC currently has a $200.0 million shelf registration statement
with a balance of $83.0 million remaining to be issued. This can
be used for first mortgage bonds (including medium term notes) or
preferred stock.
5. COMMITMENTS AND CONTINGENT LIABILITIES:
Commitments under contracts and purchase orders relating to the
Company's program for construction and operation of facilities
amounted to approximately $5.7 million at September 30, 1999.
The commitments are generally revocable by the Company subject to
reimbursement of manufacturers' expenditures incurred and/or
other termination charges.
The Company is party to various legal claims, actions, and
complaints, certain of which involve material amounts. Although
the Company is unable to predict with certainty whether or not it
will ultimately be successful in these legal proceedings, or, if
not, what the impact might be, based upon the advice of legal
counsel, management presently believes that disposition of these
matters will not have a material adverse effect on the Company's
financial position, results of operation, or cash flows.
6. REGULATORY ISSUES:
Power Cost Adjustment (PCA)
IPC has a PCA mechanism that provides for annual adjustments to
the rates charged to Idaho retail customers. These adjustments,
which take effect annually on May 16, are based on forecasts of
net power supply costs and the true-up of the prior year's
forecast. The difference between the actual costs incurred and
the forecasted costs is deferred, with interest, and trued-up in
the next annual rate adjustment.
The May 16, 1999 rate adjustment reduced Idaho general business
customer rates by 9.2 percent. The decrease was a result of
projected above-average hydroelectric generating conditions and
the true-up of the 1998-99 rate period. Overall, IPC's annual
general business revenues are expected to decrease by $40.4
million during the 1999-2000 rate period.
For the 1999-2000 rate period, actual power supply costs have
been greater than forecast, due to actual hydroelectric
generating conditions being less favorable than forecast. To
account for these higher-than-expected costs, IPC has recorded an
increase in regulatory assets of $4.2 million as of September 30,
1999.
Regulatory Settlement
Under the terms of an IPUC Settlement in effect through 1999,
when earnings in IPC's Idaho jurisdiction exceed an 11.75 percent
return on year-end common equity, 50 percent of the excess is set
aside for the benefit of Idaho retail customers.
On April 7, 1999 IPC submitted the 1998 annual earnings sharing
compliance filing to the IPUC. This filing indicated that there
was almost $6.4 million in earnings before authorized deductions,
or $3.3 million after authorized deductions, available for the
benefit of IPC's Idaho customers.
On June 16, 1999 IPC filed a supplement to the April 7, 1999
annual earnings sharing compliance filing requesting that the
$3.3 million of remaining 1997
and 1998 revenue sharing be refunded to its customers. On July
19, 1999 the IPUC issued Order No. 28099 in Case IPC-E-99-2,
refunding $0.7 million to special contract and large customers.
The remaining balance of $2.6 million has been deferred with
interest until May 2000.
For the nine month period ending September 30, 1999, the Company
has set aside $4.5 million for the benefit of its Idaho retail
customers.
DSM (Conservation) Expenses
IPC has obtained changes to the regulatory treatment of
previously deferred DSM expenses in both Idaho and Oregon.
In Idaho, IPC requested that the IPUC allow for the recovery of
post-1993 DSM expenses and acceleration of the recovery of DSM
expenditures authorized in the last general rate case. In its
Order No. 27660 issued on July 31, 1998, the IPUC set a new
amortization period of 12 years instead of the 24-year period
previously adopted. The IPUC order reflects an increase in
annual Idaho retail revenue requirements of $3.1 million for 12
years.
Per Order No. 27660 issued July 31, 1998, IPC funded the 1998
annual revenue requirements with 1997 revenue sharing amounts
from July 1998 until May 16, 1999. A group of industrial
customers has appealed the IPUC order to the Idaho Supreme Court.
Oral argument before the Idaho Supreme Court has been set for
December 8, 1999.
In December 1998, IPC filed with the IPUC a request to recover
remaining deferred DSM expenditures of approximately $2.1
million. IPC requested that the amount be applied against 1998
earnings sharing amounts. On May 11, 1999 IPC received Order No.
28041 allowing recovery of $1.5 million of existing and future
DSM expenditures as part of the authorized deductions from the
1998 revenue sharing funds of $6.4 million (as noted above).
In Oregon, the OPUC authorized a five-year amortization of the
Oregon-allocated share of DSM expenditures incurred through 1997.
The DSM charge replaces an expiring rate surcharge related to
extraordinary power supply costs associated with past drought
conditions. IPC anticipates that the charge will recover
approximately $540,000 per year.
7. NEW ACCOUNTING PRONOUNCEMENT:
In June 1998 the FASB issued SFAS No. 133 "Accounting for
Derivative Instruments and Hedging Activities." This statement
establishes accounting and reporting standards for derivative
financial instruments and other similar instruments and for
hedging activities. It was originally effective for fiscal years
beginning after June 15, 1999. In June 1999 the FASB issued SFAS
No. 137 "Accounting for Derivative Instruments and Hedging
Activities - Deferral of the Effective Date of FASB Standard No.
133", which defers the effective date of SFAS No. 133 one year.
The Company is reviewing SFAS No. 133 to determine its effects on
the Company's financial position and results of operations. The
Company expects to adopt this standard by January 1, 2001.
8. DERIVATIVE FINANCIAL INSTRUMENTS:
The notional amount of open commodity derivative positions as of
September 30, 1999 was a net long electricity position of 427 MW
and a net short natural gas position of 111 BCF.
The loss in fair value of commodity derivative positions
(including natural gas and electricity forwards, futures, options
and swaps) included in income before income taxes for the nine
months ended September 30, 1999 was $(3.9) million.
9. INDUSTRY SEGMENT INFORMATION:
IDACORP's dominant operating segment is the regulated utility
operations of IPC. IDACORP's non-utility operating segments do
not individually constitute more than 10% of enterprise
revenues, income or assets, nor in aggregate do they comprise
more than 25% of enterprise revenues, income or assets.
IPC's primary business is the generation, transmission,
distribution, purchase and sale of electricity. Substantially
all of the Company's revenue comes from the sale of electricity
and related services, predominately in the United States.
The Company also sells natural gas, renewable energy products and
systems, and other miscellaneous services. Revenues from these
operations are not significant.
The following table summarizes the segment information for IPC
utility operations, with a reconciliation to total enterprise
information:
IPC Total
Utility Other Enterprise
(Thousands of Dollars)
Three months ended September
30, 1999:
Revenues $ 161,978 $ - $ 161,978
Net income 16,836 5,183 22,019
Three months ended September
30, 1998:
Revenues $ 230,200 $ - $ 230,200
Net income 20,858 1,447 22,305
IPC Total
Utility Other Enterprise
(Thousands of Dollars)
Nine months ended September
30, 1999:
Revenues $ 501,200 $ - $ 501,200
Net income 62,933 9,828 72,761
Total assets at September 30,
1999 2,333,301 222,302 2,555,603
Nine months ended September
30, 1998:
Revenues $ 568,246 $ - $ 568,246
Net income 67,513 3,195 70,708
Total assets at December 31,
1998 2,310,322 141,298 2,451,620
INDEPENDENT ACCOUNTANTS' REPORT
IDACORP, Inc.
Boise, Idaho
We have reviewed the accompanying consolidated balance sheet and
statement of capitalization of IDACORP, Inc. and subsidiaries as
of September 30, 1999, and the related consolidated statements of
income and comprehensive income for the three and nine month
periods ended September 30, 1999 and 1998 and the consolidated
statements of cash flows for the nine month periods ended
September 30, 1999 and 1998. These financial statements are the
responsibility of the Company's management.
We conducted our review in accordance with standards established
by the American Institute of Certified Public Accountants. A
review of interim financial information consists principally of
applying analytical procedures to financial data and of making
inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit
conducted in accordance with generally accepted auditing
standards, the objective of which is the expression of an opinion
regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material
modifications that should be made to such consolidated financial
statements for them to be in conformity with generally accepted
accounting principles.
We have previously audited, in accordance with generally accepted
auditing standards, the consolidated balance sheet and statement
of capitalization of IDACORP, Inc. and subsidiaries as of
December 31, 1998, and the related consolidated statements of
income, comprehensive income, retained earnings, and cash flows
for the year then ended (not presented herein); and in our report
dated January 29, 1999, we expressed an unqualified opinion on
those consolidated financial statements. In our opinion, the
information set forth in the accompanying consolidated balance
sheet and statement of capitalization as of December 31, 1998 is
fairly stated, in all material respects, in relation to the
consolidated balance sheet and statement of capitalization from
which it has been derived.
DELOITTE & TOUCHE LLP
Boise, Idaho
October 29, 1999
Idaho Power Company
Consolidated Statements of Income
Three Months Ended September
30,
1999 1998
(Thousands of Dollars)
REVENUES:
General business $137,193 $ 149,411
Off-system sales 19,078 74,560
Other revenues 5,707 6,229
Total revenues 161,978 230,200
EXPENSES:
Operations:
Purchased power 41,088 92,885
Fuel expense 23,523 25,054
Power cost adjustment (14,774) (1,338)
Other 36,615 34,455
Maintenance 10,903 10,709
Depreciation 19,511 19,140
Taxes other than income taxes 5,170 5,258
Total expenses 122,036 186,163
INCOME FROM OPERATIONS 39,942 44,037
OTHER INCOME:
Allowance for equity funds used
during
construction 322 46
Energy trading activities - Net 7,266 2,042
Other - Net 1,064 5,037
Total other income 8,652 7,125
INTEREST CHARGES:
Interest on long-term debt 13,041 13,106
Other interest 2,010 2,223
Allowance for borrowed funds
used during
construction (247) (274)
Total interest expense and 14,804 15,055
other
INCOME BEFORE INCOME TAXES 33,790 36,107
INCOME TAXES 10,419 12,392
NET INCOME 23,371 23,715
Dividends on preferred stock 1,401 1,410
EARNINGS ON COMMON STOCK $ 21,970 $ 22,305
The accompanying notes are an integral part of these statements.
Idaho Power Company
Consolidated Statements of Income
Nine Months Ended September
30,
1999 1998
(Thousands of Dollars)
REVENUES:
General business $396,415 $ 382,631
Off-system sales 86,109 162,204
Other revenues 18,676 23,411
Total revenues 501,200 568,246
EXPENSES:
Operations:
Purchased power 81,503 145,862
Fuel expense 64,398 60,077
Power cost adjustment 424 12,951
Other 110,579 106,008
Maintenance 30,285 31,262
Depreciation 58,087 57,080
Taxes other than income taxes 16,429 16,103
Total expenses 361,705 429,343
INCOME FROM OPERATIONS 139,495 138,903
OTHER INCOME:
Allowance for equity funds used
during
construction 710 71
Energy trading activities - Net 15,852 4,911
Other - Net 3,802 10,643
Total other income 20,364 15,625
INTEREST CHARGES:
Interest on long-term debt 40,120 39,204
Other interest 5,913 6,368
Allowance for borrowed funds
used during
construction (605) (714)
Total interest charges 45,428 44,858
INCOME BEFORE INCOME TAXES 114,431 109,670
INCOME TAXES 37,480 34,730
NET INCOME 76,951 74,940
Dividends on preferred stock 4,121 4,232
EARNINGS ON COMMON STOCK $ 72,830 $ 70,708
The accompanying notes are an integral part of these statements.
Idaho Power Company
Consolidated Balance Sheets
Assets
September December
30, 31,
1999 1998
(Thousands of Dollars)
ELECTRIC PLANT:
In service (at original cost) $2,710,168 $ 2,659,441
Accumulated provision for
depreciation (1,060,783) (1,009,387)
In service - Net 1,649,385 1,650,054
Construction work in progress 75,011 58,904
Held for future use 1,742 1,738
Electric plant - Net 1,726,138 1,710,696
INVESTMENTS AND OTHER PROPERTY 113,923 105,600
CURRENT ASSETS:
Cash and cash equivalents 9,400 20,029
Receivables:
Customer 101,586 81,227
Allowance for uncollectible (1,397) (1,397)
accounts
Natural gas - 21,426
Notes 355 467
Employee notes 4,412 4,510
Other (including $3,164 from
related
Parties at 12/31/98) 7,188 8,502
Energy trading assets 35,625 -
Accrued unbilled revenues 26,224 34,610
Materials and supplies (at 31,716 30,143
average cost)
Fuel stock (at average cost) 8,281 7,096
Prepayments 14,393 16,011
Regulatory assets associated
with income
taxes 2,965 2,965
Total current assets 240,748 225,589
DEFERRED DEBITS:
American Falls and Milner water 31,585 31,830
rights
Company-owned life insurance 43,368 35,149
Regulatory assets associated
with income
taxes 202,153 201,465
Regulatory assets - other 54,190 62,013
Other 49,903 49,448
Total deferred debits 381,199 379,905
TOTAL $2,462,008 $ 2,421,790
The accompanying notes are an integral part of these statements.
Idaho Power Company
Consolidated Balance Sheets
Capitalization and Liabilities
September December
30, 31,
1999 1998
(Thousands of Dollars)
CAPITALIZATION:
Common stock equity:
Common stock, $2.50 par value
(50,000,000 shares
authorized;
37,612,351 shares $ 94,031 $ 94,031
outstanding)
Premium on capital stock 362,189 362,156
Capital stock expense (3,820) (3,823)
Retained earnings 272,524 252,137
Accumulated other (686) 226
comprehensive income
Total common stock equity 724,238 704,727
Preferred stock 105,856 105,968
Long-term debt 741,849 815,937
Total capitalization 1,571,943 1,626,632
CURRENT LIABILITIES:
Long-term debt due within one 88,026 6,029
year
Notes payable 10,165 38,508
Accounts payable (including $88
from
related parties at 9/30/99) 98,010 72,660
Accounts payable - natural gas - 28,476
Energy trading liabilities 40,408 -
Taxes accrued 31,606 25,164
Interest accrued 15,842 18,364
Deferred income taxes 2,965 2,965
Other 12,575 12,117
Total current liabilities 299,597 204,283
DEFERRED CREDITS:
Regulatory liabilities
associated with
deferred investment tax 67,961 69,396
credits
Deferred income taxes 420,586 420,268
Regulatory liabilities
associated with
income taxes 28,075 28,075
Regulatory liabilities - other 3,996 4,161
Other 69,850 68,975
Total deferred credits 590,468 590,875
COMMITMENTS AND CONTINGENT
LIABILITIES
TOTAL $2,462,008 $ 2,421,790
The accompanying notes are an integral part of these statements.
Idaho Power Company
Consolidated Statements of Capitalization
September December
30, 31,
1999 % 1998 %
(Thousands of Dollars)
COMMON STOCK EQUITY:
Common stock $ 94,031 $ 94,031
Premium on capital stock 362,189 362,156
Capital stock expense (3,820) (3,823)
Retained earnings 272,524 252,137
Accumulated other comprehensive (686) 226
income
Total common stock equity 724,238 46 704,727 43
PREFERRED STOCK:
4% preferred stock 15,856 15,968
7.68% Series, serial preferred 15,000 15,000
stock
7.07% Series, serial preferred 25,000 25,000
stock
Auction rate preferred stock 50,000 50,000
Total preferred stock 105,856 7 105,968 7
LONG-TERM DEBT:
First mortgage bonds:
8.65% Series due 2000 80,000 80,000
6.93% Series due 2001 30,000 30,000
6.85% Series due 2002 27,000 27,000
6.40% Series due 2003 80,000 80,000
8 % Series due 2004 50,000 50,000
5.83% Series due 2005 60,000 60,000
Maturing 2021 through 2031
with rates
ranging from 7.5% to 9.52% 230,000 230,000
Total first mortgage bonds 557,000 557,000
Amount due within one (80,000) -
year
Net first mortgage 477,000 557,000
bonds
Pollution control revenue bonds:
7 1/4% Series due 2008 4,360 4,360
8.30% Series 1984 due 2014 49,800 49,800
6.05% Series 1996A due 2026 68,100 68,100
Variable Rate Series 1996B due 24,200 24,200
2026
Variable Rate Series 1996C due 24,000 24,000
2026
Total pollution control 170,460 170,460
revenue bonds
REA notes 1,433 1,489
Amount due within one year (75) (74)
Net REA notes 1,358 1,415
American Falls bond guarantee 19,885 20,130
Milner Dam note guarantee 11,700 11,700
Debt related to investments in
affordable
housing with rates ranging
from 6.03%
to 8.59% due 1999 to 2009 70,411 62,103
Amount due within one year (7,951) (5,955)
Net affordable housing debt 62,460 56,148
Other subsidiary debt 452 623
Unamortized premium/discount - (1,466) (1,539)
Net
Total long-term debt 741,849 47 815,937 50
TOTAL CAPITALIZATION $1,571,943 100 $ 1,626,632 100
The accompanying notes are an integral part of these statements.
Idaho Power Company
Consolidated Statements of Cash Flows
Nine Months Ended September
30,
1999 1998
(Thousands of Dollars)
OPERATING ACTIVITIES:
Net income $ 76,951 $ 74,940
Adjustments to reconcile net
income to net
cash provided by operating
activities:
Depreciation and amortization 68,711 62,895
Deferred taxes and investment
tax
credits (1,805) (656)
Accrued PCA costs 243 12,743
Change in:
Accounts receivable and 4,209 (56,060)
prepayments
Accrued unbilled revenue 8,386 6,847
Materials and supplies and
fuel
stock (2,758) 284
Accounts payable (3,126) 45,741
Taxes accrued 6,442 3,187
Other current assets and 2,719 (5,327)
liabilities
Other - net 5,874 (9,751)
Net cash provided by operating
activities 165,846 134,843
INVESTING ACTIVITIES:
Additions to utility plant (71,713) (60,136)
Investments in affordable (17,556) (19,139)
housing projects
Investments in company-owned (6,462) -
life insurance
Other - net (3,842) (7,486)
Net cash used in investing (99,573) (86,761)
activities
FINANCING ACTIVITIES:
Proceeds from issuance of:
Long-term debt related to
affordable
housing projects 14,582 15,088
First mortgage bonds - 60,000
Retirement of subsidiary long- (6,446) (3,316)
term debt
Retirement of first mortgage - (30,000)
bonds
Dividends on common stock (52,443) (52,399)
Dividends on preferred stock (4,121) (4,232)
Decrease in short-term (28,343) (35,077)
borrowings
Other - net (131) (135)
Net cash used in financing (76,902) (50,071)
activities
Net decrease in cash and cash (10,629) (1,989)
equivalents
Cash and cash equivalents
beginning of
period 20,029 6,905
Cash and cash equivalents at end
of
period $ 9,400 $ 4,916
SUPPLEMENTAL DISCLOSURE OF CASH
FLOW
INFORMATION:
Cash paid during the period for:
Income taxes (including
amounts paid
to parent) $ 34,243 $ 44,773
Interest (net of amount $ 45,837 $ 40,712
capitalized)
The accompanying notes are an integral part of these statements.
Idaho Power Company
Consolidated Statements of Comprehensive Income
Three Months Ended
September 30,
1999 1998
(Thousands of Dollars)
NET INCOME $ 23,371 $ 23,715
OTHER COMPREHENSIVE INCOME:
Unrealized gains (losses) on
securities
(net of tax of ($688)) (912) -
TOTAL COMPREHENSIVE INCOME $ 22,459 $ 23,715
Nine Months Ended
September 30,
1999 1998
(Thousands of Dollars)
NET INCOME $ 76,951 $ 74,940
OTHER COMPREHENSIVE INCOME:
Unrealized gains (losses) on
securities
(net of tax of ($688) and (912) 1,915
$2,185)
Minimum pension liability
adjustment
(net of tax of $1,159) - (1,805)
TOTAL COMPREHENSIVE INCOME $ 76,039 $ 75,050
The accompanying notes are an integral part of these statements.
Idaho Power Company
Notes to the Consolidated Financial Statements
On October 1, 1998, IDACORP, Inc. (IDACORP) became the parent of
Idaho Power Company and its subsidiaries (IPC). At that time
IPC's ownership interests in two subsidiaries were transferred to
IDACORP at book value. IPC's Consolidated Statement of Income
for the nine months ending September 30, 1998 includes $2.7
million of net income attributable to the transferred
subsidiaries.
In 1999 the gas trading operations of IPC were transferred to
another subsidiary of IDACORP. The subsidiary assumed the
accounts receivable and accounts payable related to gas trading
operations, and IPC recorded the transfer as a reduction of
accounts receivable from the subsidiary. IPC's Consolidated
Balance Sheet as of December 31, 1998 included $21.4 million of
assets and $28.4 million of liabilities related to gas
operations.
Except as modified below, the Notes to the Consolidated Financial
Statements of IDACORP also contained in this 10-Q Report are
incorporated herein by reference insofar as they relate to IPC.
Note 1 - Summary of Significant Accounting
Policies
Note 3 - Preferred Stock of Idaho Power
Company
Note 4 - Financing
Note 5 - Commitments and Contingent Liabilities
Note 6 - Regulatory Issues
Note 7 - New Accounting Pronouncement
2. INCOME TAXES:
IPC's effective tax rate for the first nine months increased from
31.7 percent in 1998 to 32.8 percent in 1999. Reconciliations
between the statutory income tax rate and the effective rates for
the nine-month periods
ended September 30, 1999 and 1998 are as follows:
1999 1998
Amount Rate Amount Rate
Computed income taxes based on
statutory
federal income tax rate $ 40,051 35.0% $ 38,385 35.0 %
Changes in taxes resulting from:
Current state income taxes 5,964 5.2 5,106 4.7
Net depreciation 3,952 3.5 4,005 3.6
Investment tax credits restored (2,221) (1.9) (2,197) (2.0)
Removal costs (612) (0.5) (1,037) (0.9)
Repair allowance (2,066) (1.8) (2,346) (2.1)
Affordable housing credits (6,958) (6.1) (5,160) (4.7)
Settlement of prior year tax
returns - - (1,500) (1.4)
Other (630) (0.6) (526) (0.5)
Total $ 37,480 32.8% $ 34,730 31.7 %
8. DERIVATIVE FINANCIAL INSTRUMENTS:
The notional amount of open commodity derivative positions as of
September 30, 1999 was a net long electricity position of 427 MW.
The loss in fair value of commodity derivative positions
(including electricity forwards, futures, options and swaps)
included in income before income taxes for the nine months ended
September 30, 1999 was $5.0 million.
9. INDUSTRY SEGMENT INFORMATION:
IPC's dominant operating segment is its regulated utility
operations. IPC's non-utility operating segments do not
individually constitute more than 10% of enterprise revenues,
income or assets, nor in aggregate do they comprise more than 25%
of enterprise revenues, income or assets.
IPC's primary business is the generation, transmission,
distribution, purchase and sale of electricity. Substantially
all of IPC's revenue comes from the sale of electricity and
related services, predominately in the United States. IPC
subsidiaries also sell renewable energy products and systems, and
miscellaneous other services. These revenues, however, are not
significant.
The following table summarizes the segment information for the
regulated electric operations, with a reconciliation to total
enterprise information:
Regulated
Electric Total
Operations Other Enterprise
(Thousands of Dollars)
Three months ended September
30, 1999:
Revenues $ 161,978 $ - $ 161,978
Net income 16,836 6,535 23,371
Three months ended September
30, 1998:
Revenues $ 230,200 $ - $ 230,200
Net income 20,858 2,857 23,715
Regulated
Electric Total
Operations Other Enterprise
(Thousands of Dollars)
Nine months ended September
30, 1999:
Revenues $ 501,200 $ - $ 501,200
Net income 62,933 14,018 76,951
Total assets at September 30,
1999 2,333,301 128,707 2,462,008
Nine months ended September
30, 1998:
Revenues $ 568,246 $ - $ 568,246
Net income 67,513 7,427 74,940
Total assets at December 31,
1998 2,312,919 108,871 2,421,790
INDEPENDENT ACCOUNTANTS' REPORT
Idaho Power Company
Boise, Idaho
We have reviewed the accompanying consolidated balance sheet and
statement of capitalization of Idaho Power Company and
subsidiaries as of September 30, 1999, and the related
consolidated statements of income and comprehensive income for
the three and nine month periods ended September 30, 1999 and
1998 and the consolidated statements of cash flows for the nine
month periods ended September 30, 1999 and 1998. These financial
statements are the responsibility of the Company's management.
We conducted our review in accordance with standards established
by the American Institute of Certified Public Accountants. A
review of interim financial information consists principally of
applying analytical procedures to financial data and of making
inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit
conducted in accordance with generally accepted auditing
standards, the objective of which is the expression of an opinion
regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material
modifications that should be made to such consolidated financial
statements for them to be in conformity with generally accepted
accounting principles.
We have previously audited, in accordance with generally accepted
auditing standards, the consolidated balance sheet and statement
of capitalization of Idaho Power Company and subsidiaries as of
December 31, 1998, and the related consolidated statements of
income, comprehensive income, retained earnings, and cash flows
for the year then ended (not presented herein); and in our report
dated January 29, 1999, we expressed an unqualified opinion on
those consolidated financial statements. In our opinion, the
information set forth in the accompanying consolidated balance
sheet and statement of capitalization as of December 31, 1998 is
fairly stated, in all material respects, in relation to the
consolidated balance sheet and statement of capitalization from
which it has been derived.
DELOITTE & TOUCHE LLP
Boise, Idaho
October 29, 1999
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERTIONS
In Management's Discussion and Analysis we explain the general
financial condition and results of operations for IDACORP, Inc.
and subsidiaries (IDACORP or the Company) and for Idaho Power
Company and subsidiaries (IPC). IPC, an electric utility, is
IDACORP's principal operating subsidiary, accounting for over 90
percent of IDACORP's assets, revenue and net income. Unless we
indicate otherwise, this discussion explains the material changes
in results of operations and the financial condition of both the
Company and IPC. This discussion should be read in conjunction
with the accompanying consolidated financial statements of both
IDACORP and IPC.
This discussion updates the discussion that we included in our
Annual Report on Form 10-K for the year ended December 31, 1998.
This discussion should be read in conjunction with the discussion
in the annual report.
We have reclassified our electricity trading activities from "Off-
system sales" and "Purchased power" to "Energy trading activities
- - net" on the Consolidated Statements of Income for all periods
presented. This change was made to more clearly report the
results of our utility operations and our energy trading
activities.
FORWARD-LOOKING INFORMATION:
In connection with the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995 (Reform Act), we are
hereby filing cautionary statements identifying important factors
that could cause our actual results to differ materially from
those projected in forward-looking statements (as such term is
defined in the Reform Act) made by or on behalf of the Company
and IPC in this quarterly report on Form 10-Q, in presentations,
in response to questions or otherwise. Any statements that
express, or involve discussions as to expectations, beliefs,
plans, objectives, assumptions or future events or performance
(often, but not always, through the use of words or phrases such
as "anticipates", "believes", "estimates", "expects", "intends",
"plans", "predicts", projects", "will likely result", "will
continue", or similar expressions) are not statements of
historical facts and may be forward-looking. Forward-looking
statements involve estimates, assumptions, and uncertainties and
are qualified in their entirety by reference to, and are
accompanied by, the following important factors, which are
difficult to predict, contain uncertainties, are beyond our
control and may cause actual results to differ materially from
those contained in forward-looking statements:
prevailing governmental policies and regulatory actions,
including those of the FERC, the IPUC, the OPUC, and the PUCN,
with respect to allowed rates of return, industry and rate
structure, acquisition and disposal of assets and facilities,
operations and construction of plant facilities, recovery of
purchased power and other capital investments, and present or
prospective wholesale and retail competition (including but not
limited to retail wheeling and transmission costs);
economic and geographic factors including political and
economic risks;
changes in and compliance with environmental and safety laws
and policies;
weather conditions;
population growth rates and demographic patterns;
competition for retail and wholesale customers;
Year 2000 issues;
pricing and transportation of commodities;
market demand, including structural market changes;
changes in tax rates or policies or in rates of inflation;
changes in project costs;
unanticipated changes in operating expenses and capital
expenditures;
capital market conditions;
competition for new energy development opportunities; and
legal and administrative proceedings (whether civil or
criminal) and settlements that influence the business and
profitability of the Company.
Any forward-looking statement speaks only as of the date on which
such statement is made, and we undertake no obligation to update
any forward-looking statement to reflect events or circumstances
after the date on which such statement is made or to reflect the
occurrence of unanticipated events. New factors emerge from time
to time and it is not possible for management to predict all such
factors, nor can it assess the impact of any such factor on the
business, or the extent to which any factor, or combination of
factors, may cause results to differ materially from those
contained in any forward-looking statement.
RESULTS OF OPERATIONS:
Earnings per Share and Book Value
Earnings per share of common stock (basic and diluted) was $0.59
for the quarter ended September 30, 1999, the same as the amount
reported for the same quarter of 1998. Year-to-date, earnings
were $1.93 per share, $0.05 (2.7 percent) above last year. At
September 30, 1999, the book value per share of IDACORP common
stock was $19.92, compared to $19.41 at the same date in 1998.
General Business Revenue
Our general business revenue is dependent on many factors,
including the number of customers we serve, the rates we charge,
and weather conditions (temperature and precipitation) in our
service territory.
Compared to the same periods in 1998, the number of general
business customers we served increased 2.9 percent for the second
quarter and 3.0 percent year-to-date. This increase was due
primarily to economic growth in our service territory.
Our revenue per MWh decreased 10.7 percent for the quarter and
0.5 percent year-to-date, compared to 1998. Changes in revenue
per MWh result primarily from the annual rate adjustments
authorized by regulatory authorities. These adjustments are
discussed below in "PCA" and "Regulatory Settlement."
Dry weather conditions during the growing season contributed to
increased sales of energy. MWh sales to irrigation customers
increased 13.2 percent for the quarter and year-to date over 1998
amounts.
Temperatures also affected sales during the quarter. Combined,
heating degree-days and cooling degree-days, common measures used
in the utility industry to analyze demand, were below 1998 levels
by 23.7 percent for the quarter. Compared to 1998, the average
kWh's sold per general business customer (excluding irrigation)
decreased 3.1 percent for the quarter.
The combination of these factors resulted in general business
revenue decreases of $12.2 million (8.2 percent) for the quarter
and increases of $13.8 million (3.6 percent) year-to-date
compared to 1998.
Off-System Sales
Off-system sales, which consist primarily of long-term sales
contracts and opportunity sales of surplus system energy, decreased
by $55.5 million (74.4 percent) for the quarter and $76.1 million
(46.9 percent) year-to-date. The decreased sales are primarily a
result of lower market prices and less surplus system energy available
for sale in 1999.
Expenses
Purchased power expenses decreased $51.8 million (55.8 percent) for
the quarter and $64.4 million (44.1 pecent) year-to-date, due primarily
to decreases in MWhs purchased of 49.3 percent for the quarter and 39.6
percent year-to-date, and to favorable market prices. The decreased
quantities are due primarily to reductions in system requirements in
1999.
Fuel expenses decreased $1.5 million (6.1 percent) for the
quarter and increased $4.3 million (7.2 percent) year-to-date.
The decrease for the quarter is due primarily to lower coal
prices, offset by a 2.2 percent increase in MWhs generated at our
coal fired plants. The year-to-date increase is due primarily to
a 10.1 percent increase in MWhs generated, offset by lower coal
prices.
The PCA component of expenses decreased $13.4 million for the
quarter and $12.5 million year-to-date. The PCA increases
expense when actual power supply costs are below the costs
forecasted in the annual PCA filing, and decreases expense when
actual power supply costs are above the forecast. In the third
quarter of 1999, actual power supply costs were above what had
been forecast, resulting in a large PCA credit. The 1999
forecast used to set the 1999-2000 PCA rate adjustment
anticipated better than normal streamflow conditions. Actual
conditions have not been as favorable as forecasted and are
discussed below in "Streamflow Conditions." We discuss the PCA
in more detail below in "PCA."
Other operating expenses increased $2.2 million (6.3 percent) for
the quarter and $4.6 million (4.3 percent) year-to-date. The
increase for the quarter is due primarily to increases in
administration expenses and costs of generation at our coal-fired
generating facilities, offset by a decrease in costs for
electricity transmitted by others. The year-to-date increase is
due primarily to increases in costs of generation at our coal-
fired generating facilities.
Other
Other income increased for the quarter and year-to-date, due
primarily to improved results from energy marketing activities.
The increase for 1999 over 1998 was reduced due to a one-time
demand side management accounting adjustment, made in the third
quarter 1998, for carrying charges for the 1994-97 period. Other
income for IDACORP was also decreased by costs incurred by new
subsidiaries and other diversified business operations.
Income taxes decreased for the quarter and increased year-to-
date. These changes were due primarily to changes in net income
before taxes, the impact of a tax settlement that reduced
expenses in 1998, and changes in affordable housing tax credits.
LIQUIDITY AND CAPITAL RESOURCES:
Cash Flow
For the nine months ended September 30, 1999, IDACORP generated
$168.8 million in net cash from operations. After deducting for
common stock dividends, net cash generation from operations
provided approximately $116.4 million for our construction
program and other capital requirements.
Cash Expenditures
We estimate that our total cash construction expenditures for
1999 will be approximately $105 million. This estimate is
subject to revision in light of changing economic, regulatory,
and environmental factors. During the first nine months of 1999,
we spent approximately $73.1 million for construction. Our
primary financial commitments and obligations are related to
contracts and purchase orders associated with ongoing
construction programs. To the extent required, we expect to
finance these commitments and obligations by using both
internally generated funds and externally financed capital. At
September 30, 1999, our short-term borrowings totaled $11.6
million.
Financing Program
IDACORP has a $300.0 million shelf registration statement that
can be used for the issuance of unsecured debt securities and
preferred or common stock. At September 30, 1999, none had been
issued.
IPC has a $200.0 million shelf registration statement that can be
used for both First Mortgage bonds (including Medium Term Notes)
and Preferred Stock of which $83.0 million remains available at
September 30, 1999.
REGULATORY ISSUES:
Power Cost Adjustment (PCA)
IPC has a PCA mechanism that provides for annual adjustments to
the rates we charge to our Idaho retail customers. These
adjustments, which take effect annually on May 16, are based on
forecasts of net power supply costs and the true-up of the prior
year's forecast. The difference between the actual costs
incurred and the forecasted costs is deferred, with interest, and
trued-up in the next annual rate adjustment.
Our May 16, 1999 rate adjustment reduced Idaho general business
customer rates by 9.2 percent. The decrease was the result of
projected above-average hydroelectric generating conditions and
the true-up of the 1998-99 rate period. Overall, IPC's annual
general business revenues are expected to decrease by $40.4
million during the 1999-2000 rate period.
For the 1999 - 2000 rate year, actual power supply costs have
been greater than forecast, due to actual hydroelectric
generating conditions being less favorable than forecast. To
account for these higher-than-expected costs, we have recorded a
regulatory asset of $4.2 million as of September 30, 1999.
Regulatory Settlement
IPC has a settlement agreement with the IPUC that remains in
effect through 1999. Under the terms of the settlement, when
earnings in our Idaho jurisdiction exceed an 11.75 percent return
on year-end common equity, we set aside 50 percent of the excess
for the benefit of our Idaho retail customers.
On April 7, 1999 we submitted our 1998 annual earnings sharing
compliance filing to the IPUC. This filing indicated that there
was almost $6.4 million in earnings before authorized deductions,
or $3.3 million after authorized deductions, available for the
benefit of our Idaho customers.
On June 16, 1999 IPC filed a supplement to the April 7, 1999
annual earnings sharing compliance filing requesting that the
$3.3 million of remaining 1997 and 1998 revenue sharing be
refunded to its customers. On July 19, 1999 the IPUC issued
Order No. 28099 in Case IPC-E-99-2, refunding $0.7 million to
special contract and large customers. The remaining balance of
$2.6 million has been deferred with interest until May 2000.
For the nine month period ending September 30, 1999, we have set
aside $4.5 million for the benefit of our Idaho retail customers.
OTHER MATTERS:
Energy Trading
Energy trading activity is reported on a fair value basis with
gains and losses recorded in other income.
Inherent in the energy trading business are risks related to
market movements and the creditworthiness of counterparties.
When buying and selling energy, the high volatility of prices can
have a significant impact on profitability if not managed. Also,
counterparty creditworthiness is key to ensuring that
transactions entered into withstand dramatic market fluctuations.
To mitigate these risks while implementing our business strategy,
the Board of Directors gave approval for executive management to
form a Risk Management Committee, composed of officers of IDACORP
and subsidiaries, to oversee a risk management program. The
program is intended to minimize fluctuations in earnings while
managing the volatility in energy prices. Embedded within the
Risk Management policy and procedures is a credit policy
requiring a credit evaluation of all counterparties. The
objective of our risk management program is to mitigate commodity
price risk, credit risk, and other risks related to the energy
trading business.
Streamflow Conditions
We monitor the effect of streamflow conditions on Brownlee
Reservoir, the water source for our three Hells Canyon
hydroelectric projects. In a typical year, these three projects
combine to produce about half of our generated electricity.
Inflows into Brownlee result from a combination of precipitation,
storage, and ground water conditions. Inflows into Brownlee were
7.9 MAF for the 1998-9 water year, compared to the 70-year median
of 4.9 MAF and 1998's 8.8 MAF.
Year 2000
Many existing computer systems use only two digits to identify a
year in the date field. These programs were designed and
developed without considering the impact of the upcoming change
in the century. Unless proper modifications are made, the
program logic in many of these systems will start to produce
erroneous results because, among other things, the systems will
read the date "01/01/00" as being January 1 of the year 1900 or
another incorrect date. In addition, the systems may fail to
detect that the year 2000 is a leap year. Similar problems could
arise prior to the year 2000 as dates in the next millennium are
entered into systems that are not Year 2000 compliant.
We recognize the Year 2000 problem as a serious threat to the
Company and our customers. Our Year 2000 effort has been
underway for over two years and is being addressed at the highest
levels within the Company. IPC's Vice President of Corporate
Services is responsible for coordinating the corporate effort.
IPC vice presidents and other IDACORP subsidiary presidents are
responsible for addressing the problem within their respective
business units and each has assigned a Year 2000 Project Leader
to execute the project plan. Each subsidiary president is
responsible for addressing the problem within their subsidiary in
coordination with the corporate effort. In addition, we have a
full-time Year 2000 Project Manger to direct the project.
Additional staff has been committed to complete the conversion
and implementation needed to bring non-compliant items into
compliance. At its peak, there were over 20 full-time employees
devoted to the project with dozens of others involved to varying
degrees. Third parties have completed technical and legal audits
of our plan. With respect to these audits, we have implemented
their recommendations as recommended by the Y2K Steering
Committee. The legal audit recommendations are also being
implemented.
As of September 1999 we consider ourselves ready for the Year
2000. This means that all critical systems are believed to be
capable of handling the century rollover and that we will be able
to continue servicing our customers as usual. Also, we have
identified all of the less critical systems and contingency
and/or repair plans are in place for dealing with the change of
century.
We are following a detailed project plan. The methodology is
modeled after those used by some of the top companies in the
world and has been adapted to meet our unique requirements. This
process includes all the phases and steps commonly found in such
plans, including the (i) identification and analysis of critical
systems, key manufacturers, service providers, embedded systems
and generation plants (parts of which are owned by IPC but are
operated by other electric utilities), (ii) remediation and
testing, (iii) education and awareness and (iv) contingency
planning.
We have identified the critical systems that must be Year 2000
compliant in order to continue operations. Each of these is now
Year 2000 ready. The largest of these critical systems and their
status regarding compliance are described below:
System Description Status
Business The business systems include the PeopleSoft and
Systems financial and administrative Passport are
functions common to most both compliant
companies. Business systems vendor
include accounts payable, packages.
general ledger, accounts Testing to
receivable, labor entry, verify
inventory, purchasing, cash compliance is
management, budgeting, asset complete.
management, payroll, and
financial reporting.
Customer This system is used to bill In-house
Information customers, log calls from system has
System customers and create service or been repaired.
work requests and track them Testing to
through completion, among other verify
things. At this time, the compliance is
Company uses an in-house complete.
developed, mainframe-based
Customer Information System to
accomplish these tasks.
Energy The most critical function the The packages
Management Company offers is the delivery comprising the
System of electricity from the source EMS are fully
to the consumer. This must be compliant with
done with minimal interruption the latest
in the midst of high demand, releases.
weather anomalies and equipment Testing and
failures. To accomplish this, rollout are
the Company relies on a server- now complete.
based energy management system
provided by Landis & Gyr. This
system monitors and directs the
delivery of electricity
throughout the Company's service
area.
Metering The Company relies on several In-house code
Systems processes for metering has been
electricity usage, including repaired and
some hand-held devices with tested.
embedded chips. It is critical Vendor
for metering systems to operate packages have
without interruption so as not been upgraded.
to jeopardize the Company's Testing of
revenue stream. critical
components is
complete.
Embedded There is a category of systems Testing is
Systems on which the Company is highly complete.
reliant called embedded systems.
These are typically computer
chips that provide for automated
operations within some device
other than a computer such as a
relay or a security system. The
Company is highly reliant on
these systems throughout its
generation and delivery systems
to monitor and allow manual or
automatic adjustments to the
desired devices. Those devices
with chips that were not Year
2000 compliant, where the chip
affected the application of the
device, were replaced.
Other Systems The Company also relies on a In various
number of other important stages of
systems to support engineering, repair and
human resources, safety and testing.
regulatory compliance, etc.
Regarding third parties, the plan methodology has required us to
identify those third parties with which we have a material
relationship. We have identified as material (1) our ownership
interest in thermal generating facilities which are operated and
maintained by third party electric utilities; (2) our fuel
suppliers for those thermal generating facilities; and (3) our
telecommunication providers. In addition, we have identified 93
key manufacturers that provide materials and supplies to us.
With respect to the thermal plants, fuel suppliers and
telecommunication providers, members of the Year 2000 team have
met periodically with the third parties to assess their status
and are satisfied with their efforts. Our survey of the 93 key
manufacturers has shown them to be Year 2000-ready to our
satisfaction.
Finally, we are connected to an electric grid that connects
utilities throughout the western portion of North America. This
interconnection is essential to the reliability and operational
integrity of each connected utility. This also means that
failure of one electric utility in the interconnected grid could
cause the failure of others. In the context of the Year 2000
problem, this interconnectivity compounds the challenge faced by
the electric utility industry. Our Company could do a very
thorough and effective job of becoming Year 2000 compliant and
yet encounter difficulties supplying services and energy because
another utility in the interconnected grid failed to achieve Year
2000 compliance. In this regard, we are working closely with
other electric industry organizations concerned with reliability
issues and technical collaboration. As part of this
collaboration we participated and successfully completed our
roles in nationwide Y2K drills for electric utilities, held in
April and September 1999.
Our estimate of the cost of the Year 2000 plan remains at
approximately $5.3 million. This amount includes $3.6 million of
costs already incurred and estimated costs through the year 2000.
This level of expenditure is not expected to have any material
effect on our operations or our financial position. Funds to
cover Year 2000 costs in 1999 have been budgeted by business
entity and within the Information Services Department with
approximately ten percent of the Information Services budget used
for remediation. No information services department projects
have been deferred due to the Company's year 2000 efforts.
The Year 2000 issue poses risks to our internal operations due to
the potential inability to carry on our business activities and
from external sources due to the potential impact on the ability
of our customers to continue their business activities. The
major applications that pose the greatest risks internally are
those systems, embedded or otherwise, which impact the
generation, transmission and distribution of energy and the
metering and billing systems. The potential risks related to
these systems are electric service interruptions to customers and
associated reduction in loads and revenue and interrupted data
gathering and billing and the resultant delay in receipt of
revenues. All of this would negatively impact our relationship
with our customers, which might increase the likelihood of losing
customers in a restructured industry. Externally, those
customers that inadequately prepare for the Year 2000 issue may
be unable to continue their business activities. This would
affect us in a number of ways. Our loads and revenue would be
reduced because of the lost load from discontinued business
activities, and customers who lose jobs because of discontinued
business activities may face difficulties in paying their power
bills. The impact of this on us is dependent upon the number and
size of those businesses that are forced to discontinue business
activities because of the Year 2000 issue.
The final phase of our Year 2000 Methodology is contingency
planning. The contingency planning focused on the identification
of internal risks beginning with a listing of the Company's core
business processes, prioritized in order of importance and the
identification of key sub-processes under each process for which
it was determined that a contingency plan might be necessary.
This methodology was adapted, in part, from the Company's normal
business practice where the Company maintains and periodically
initiates various contingency plans to maintain and restore its
energy services during emergency circumstances, some of which
could arise from Year 2000 related problems. In addition, the
Company is coordinating its Year 2000 readiness efforts,
including contingency planning with various trade associations
and industry groups. Contingency plans were developed for a
number of critical infrastructure areas including, but not
limited to communications, including voice, data and corporate;
generation; distribution; transmission; substations; call center,
metering and billing.
The Company believes that its contingency plans will adequately
handle problem(s) which may develop in any of our critical
infrastructure areas. The Company will continue to review its
contingency plan to identify and further enhancements or updates
related to Year 2000.
New Accounting Pronouncement
In June 1998 the FASB issued SFAS No. 133 "Accounting for
Derivative Instruments and Hedging Activities." This statement
establishes accounting and reporting standards for derivative
financial instruments and other similar instruments and for
hedging activities. In June 1999 the FASB issued SFAS No. 137
"Accounting for Derivative Instruments and Hedging Activities -
Deferral of the Effective Date of FASB Standard No. 133" which
defers the effective date of SFAS No. 133 until fiscal years
beginning after June 15, 2000. We are reviewing SFAS No. 133 to
determine its effects on our financial position and results of
operations. We expect to adopt this statement by January 1,
2001.
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
Exhibit File Number As
Exhibit
*2 333-48031 2 Agreement and Plan of
Exchange between IDACORP,
Inc., and IPC dated as of
February 2, 1998.
*3(a) 33-00440 4(a)(xiii) Restated Articles of
Incorporation of IPC as
filed with the Secretary of
State of Idaho on June 30,
1989.
*3(a)(i) 33-65720 4(a)(ii) Statement of Resolution
Establishing Terms of
Flexible Auction Series A,
Serial Preferred Stock,
Without Par Value
(cumulative stated value of
$100,000 per share) of IPC,
as filed with the Secretary
of State of Idaho on
November 5, 1991.
*3(a)(ii) 33-65720 4(a)(iii) Statement of Resolution
Establishing Terms of 7.07%
Serial Preferred Stock,
Without Par Value
(cumulative stated value of
$100 per share) of IPC, as
filed with the Secretary of
State of Idaho on June 30,
1993.
*3(b) 33-41166 4(b) Waiver resolution to
Restated Articles of
Incorporation of IPC adopted
by Shareholders on May 1,
1991.
3(c) By-laws of IPC amended on
September 9, 1999, and
presently in effect.
*3(d) 33-56071 3(d) Articles of Share Exchange
of IDACORP, Inc. as filed
with the Secretary of State
of Idaho on September 29,
1998.
*3(e) 333-64737 3.1 Articles of Incorporation of
IDACORP, Inc.
*3(f) 333-64737 3.2 Articles of Amendment to
Articles of Incorporation of
IDACORP, Inc. as filed with
the Secretary of State of
Idaho on March 9, 1998.
*3(g) 333-00139 3(b) Articles of Amendment to
Articles of Incorporation of
IDACORP, Inc. creating A
Series Preferred Stock,
Without Par Value, as filed
with the Secretary of State
of Idaho on September 17,
1998
*3(h) 1-3198 3(h) Amended By-laws of IDACORP,
Form 10-Q Inc. as of July 8, 1999.
for 6/30/99
*4(a)(i) 2-3413 B-2 Mortgage and Deed of Trust,
dated as of October 1, 1937,
between IPC and Bankers
Trust Company and R. G.
Page, as Trustees.
*4(a)(ii) IPC Supplemental Indentures
to Mortgage and Deed of
Trust:
1-MD B-2-a First July 1, 1939
2-5395 7-a-3 Second November 15, 1943
2-7237 7-a-4 Third February 1, 1947
2-7502 7-a-5 Fourth May 1, 1948
2-8398 7-a-6 Fifth November 1, 1949
2-8973 7-a-7 Sixth October 1, 1951
2-12941 2-C-8 Seventh January 1, 1957
2-13688 4-J Eighth July 15, 1957
2-13689 4-K Ninth November 15, 1957
2-14245 4-L Tenth April 1, 1958
2-14366 2-L Eleventh October 15, 1958
2-14935 4-N Twelfth May 15, 1959
2-18976 4-O Thirteenth November 15, 1960
2-18977 4-Q Fourteenth November 1, 1961
2-22988 4-B-16 Fifteenth September 15, 1964
2-24578 4-B-17 Sixteenth April 1, 1966
2-25479 4-B-18 Seventeenth October 1, 1966
2-45260 2(c) Eighteenth September 1, 1972
2-49854 2(c) Nineteenth January 15, 1974
2-51722 2(c)(i) Twentieth August 1, 1974
2-51722 2(c)(ii) Twenty-first October 15, 1974
2-57374 2(c) Twenty-second November 15, 1976
2-62035 2(c) Twenty-third August 15, 1978
33-34222 4(d)(iii) Twenty-fourth September 1, 1979
33-34222 4(d)(iv) Twenty-fifth November 1, 1981
33-34222 4(d)(v) Twenty-sixth May 1, 1982
33-34222 4(d)(vi) Twenty-seventh May 1, 1986
33-00440 4(c)(iv) Twenty-eighth June 30, 1989
33-34222 4(d)(vii) Twenty-ninth January 1, 1990
33-65720 4(d)(iii) Thirtieth January 1, 1991
33-65720 4(d)(iv) Thirty-first August 15, 1991
33-65720 4(d)(v) Thirty-second March 15, 1992
33-65720 4(d)(vi) Thirty-third April 16, 1993
1-3198 4 Thirty-fourth December 1, 1993
Form 8-K
Dated
12/17/93
*4(b) 1-3198 4(b) Agreement of IPC to furnish
Form 10-Q certain debt instruments.
for 6/30/99
*4(c) 33-65720 4(e) Rights Agreement dated
January 11, 1990, between
IPC and First Chicago Trust
Company of New York, as
Rights Agent (The Bank of
New York, successor Rights
Agent).
*4(c)(i) 1-3198 4(e)(i) Amendment dated as of
Form 10-K January 30, 1998, related to
for 1997 agreement filed as Exhibit
4(c).
*4(d) 1-14465 4 Rights Agreement, dated as
Form 8-K of September 10, 1998,
dated between IDACORP, Inc. and
September 15, the Bank of New York as
1998 Rights Agent.
*10(a)1 1-3198 10(n)(i) The Revised Security Plan
Form 10-K for Senior Management
for 1994 Employees - a non-qualified,
deferred compensation plan
effective August 1, 1996.
1 Compensatory
plan
*10(b)1 1-3198 10(n)(ii) The Executive Annual
Form 10-K Incentive Plan for senior
for 1994 management employees of IPC
effective January 1, 1995.
*10(c)1 1-3198 10(n)(iii) The 1994 Restricted Stock
Form 10-K Plan for officers and key
for 1994 executives of IDACORP, Inc.
and IPC effective July 1,
1994.
*10(d)1 1-14465 10(h)(iv) The Revised Security Plan
1-3198 for Board of Directors - a
Form 10-K non-qualified, deferred
for 1998 compensation plan effective
August 1, 1996, revised
March 2, 1999.
*10(e)1 1-3198 10(e) IDACORP, Inc. Non-Employee
Form 10-Q Directors Stock Compensation
for 6/30/99 Plan as of May 17, 1999.
*10(f) 1-3198 10(y) Executive Employment
Form 10-K Agreement dated November 20,
for 1997 1996 between IPC and Richard
R. Riazzi.
*10(g) 1-3198 10(g) Executive Employment
Form 10-Q Agreement dated April 12,
for 6/30/99 1999 between IPC and Marlene
Williams.
10(h) Form of Change in Control
Agreement between IDACORP,
Inc. and Jan B. Packwood, J.
LaMont Keen, James C.
Miller, Richard Riazzi,
Darrel T. Anderson, Bryan
Kearney, Cliff N. Olson,
Robert W. Stahman and
Marlene K. Williams.
12 Statement Re: Computation
of Ratio of Earnings to
Fixed Charges. (IDACORP,
Inc.)
12(a) Statement Re: Computation of
Supplemental Ratio of
Earnings to Fixed Charges.
(IDACORP, Inc.)
12(b) Statement Re: Computation
of Ratio of Earnings to
Combined Fixed Charges and
Preferred Dividend
Requirements. (IDACORP,
Inc.)
12(c) Statement Re: Computation
of Supplemental Ratio of
Earnings to Combined Fixed
Charges and Preferred
Dividend Requirements.
(IDACORP, Inc.)
12(d) Statement Re: Computation
of Ratio of Earnings to
Fixed Charges. (IPC)
12(e) Statement Re: Computation
of Supplemental Ratio of
Earnings to Fixed Charges.
(IPC)
12(f) Statement Re: Computation
of Ratio of Earnings to
Combined Fixed Charges and
Preferred Dividend
Requirements. (IPC)
12(g) Statement Re: Computation
of Supplemental Ratio of
Earnings to Combined Fixed
Charges and Preferred
Dividend Requirements.
(IPC).
1 Compensatory plan
15 Letter Re: Unaudited
Interim Financial
Information.
27(a) Financial Data Schedule for
IDACORP, Inc.
27(b) Financial Data Schedule for
IPC.
(b) Reports on Form 8-K. No reports on Form 8-K were filed
during the three-month period ended September 30, 1999.
* Previously filed and Incorporated Herein by Reference.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
IDACORP, Inc.
(Registrant)
Date November 5, 1999 By: /s/ J LaMont Keen
J LaMont Keen
Senior Vice President
Administration
and Chief Financial Officer
(Principal Financial Officer)
Date November 5, 1999 By: /s/ Darrel T Anderson
Darrel T Anderson
Vice President Finance
and Treasurer
(Principal Accounting Officer)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
IDAHO POWER COMPANY
(Registrant)
Date November 5, 1999 By: /s/ J LaMont Keen
J LaMont Keen
Senior Vice President
Administration
and Chief Financial Officer
(Principal Financial Officer)
Date November 5, 1999 By: /s/ Darrel T Anderson
Darrel T Anderson
Vice President Finance
and Treasurer
(Principal Accounting Officer)
Exhibit 3(c)
Amended Bylaws
of
Idaho Power Company
September 9, 1999
Article I
Office
Section 1.1. Principal Office. The Company shall maintain its
principal office in Boise, Idaho.
Section 1.2. Registered Office. The Company shall maintain a
registered office in the State of Idaho, as required by the Idaho Business
Corporation Act (the "Act").
Article II
Shareholders
Section 2. 1. Annual Meeting of Shareholders. An annual meeting
of the shareholders shall be held on the first Wednesday of May or such
other time as may be designated by the Board of Directors.
Section 2.2. Special Meetings. A special meeting of the
shareholders may be called at any time by the President, a majority of the
Board of Directors or the Chairman of the Board. A special meeting of the
shareholders also may be called by the holders of not less than twenty
percent (20%) of all the shares entitled to vote on any issue proposed to
be considered at the proposed special meeting if such holders sign, date
and deliver to the Secretary of the Company one (1) or more written demands
for the meeting describing the purpose or purposes for which it is to be
held. Upon receipt of one (1) or more written demands for such proposed
special meeting by the holders of not less than twenty percent (20%) of all
the shares entitled to vote on any issue proposed to be considered at the
proposed special meeting, the Secretary of the Company shall be responsible
for determining whether such demand or demands conform to the requirements
of the Act, the Restated Articles of Incorporation and these Bylaws. After
making an affirmative determination, the Secretary shall prepare, sign and
deliver the notices required for such meeting. The shareholders' demand may
suggest a time and place for the meeting but the Board of Directors shall,
by resolution, determine the time and place of any such meeting.
Section 2.3. Place of Meetings. All meetings of the shareholders
shall be held at the Company's principal office or at such other place as
shall be designated in the notice of such meetings.
Section 2.4. Notice of Shareholders' Meeting. Written notice of
the time and place of a meeting of the shareholders shall be mailed to each
shareholder entitled to receive notice under the Act: (a) not less than 10
days nor more than 60 days prior to the date of an annual or special
meeting of the shareholders; or (b) if applicable, within 30 days after the
date on which a shareholder demand satisfying the requirements of Section
2.2 is delivered to the Secretary of the Company. Every notice of an annual
or special meeting of shareholders shall be deemed duly served when the
notice is deposited in the United States mail or with a private overnight
courier service, with postage prepaid and addressed to the shareholder at
the shareholder's address as it appears on the Company's records or if a
shareholder shall have filed with the Secretary of the Company a written
request that the notice be sent to some other address, then to such other
address. If an annual or special shareholders' meeting is adjourned to a
different date, time or place, notice need not be given of the new date,
time or place if such new date, time or place is announced at the meeting
before adjournment. In any event, if a new record date for the adjourned
meeting is or must be determined, notice of the adjourned meeting shall be
given to persons who are shareholders as of the new record date.
Section 2.5. Waiver of Notice. Any shareholder may waive any
required notice of the time, place, and purpose of any meeting of the
shareholders by telegram, telecopy, confirmed facsimile, or other writing,
either before or after such meeting has been held. Such waiver must be
signed by the shareholder entitled to the notice and be delivered to the
Company for inclusion in the minutes or filing with the corporate records.
The attendance of any shareholder at any shareholders' meeting shall
constitute a waiver of. (a) any objection to lack of notice or defective
notice of the meeting, unless the shareholder at the beginning of the
meeting objects to holding the meeting or transacting business at the
meeting; and (b) any objection to consideration of a particular matter at
the meeting that is not within the purpose or purposes described in the
meeting notice, unless the shareholder objects to considering the matter
when it is presented.
Section 2.6. Quorum of Shareholders. Unless the Restated
Articles of Incorporation or the Act provide otherwise, a majority of the
outstanding shares entitled to vote on a particular matter at a meeting
shall constitute a quorum for purposes of action on that matter at the
meeting. A share may be represented at a meeting by the record holder
thereof in person or by proxy. Once a share is represented for any purpose
at a meeting, it is deemed present for quorum purposes for the remainder of
the meeting and for any adjournment of that meeting unless a new record
date is or must be set for that adjourned meeting. Whether or not a quorum
is present, the meeting may be adjourned by a majority vote of the
shareholders present or represented. At any adjourned meeting where a
quorum is present, any business may be transacted that could have been
transacted at the meeting originally called.
Section 2.7. Record Date for Determination of Shareholders. The
Board of Directors shall establish a record date for determining
shareholders entitled to notice of a shareholders' meeting, to vote or to
take any other action, which date shall not be more than 70 days before the
meeting or action requiring a determination of shareholders. A
determination of shareholders is effective for any adjournment of the
meeting, unless a new record date is or must be set.
Section 2.8. Shareholders' List for Meeting. The officer or
agent in charge of the stock transfer books for shares of the Company shall
prepare an alphabetical list of the names of all shareholders who are
entitled to notice of a shareholders' meeting. The list shall be arranged
by voting group, and within each voting group by class or series of shares,
and show the address of and number of shares held by each shareholder. The
list shall be made available for inspection by any shareholder, at least 10
days before the meeting for which the list was prepared and continuing
through the meeting, at the Company's principal office or at a place
identified in the meeting notice in the city where the meeting will be
held. The Company also shall make the list available at the shareholders'
meeting, and any shareholder is entitled to inspect the list at any time
during the meeting or any adjournment.
Section 2.9. Transaction of Business at Shareholders' Meetings.
2.9.1 Transaction of Business at Annual Meeting. Business
transacted at an annual meeting of shareholders may include all such
business as may properly come before the meeting. Nominations of persons
for election to the Board of Directors and the proposal of business to be
considered by the shareholders may be made at an annual meeting of
shareholders: (a) pursuant to the Company's notice of meeting; (b) by or at
the direction of the Board of Directors; or (c) by any shareholder who was
a shareholder of record at the time of giving of notice of the meeting, who
is entitled to vote at the meeting and who complies with the notice
procedures set forth in this Section 2.9. 1.
For nominations or other business to be properly brought before
an annual meeting by a shareholder, the shareholder must have given timely
notice thereof in writing to the Secretary of the Company and such other
business must otherwise be a proper matter for shareholder action. To be
timely, a shareholder's notice shall be delivered to the Secretary at the
principal executive offices of the Company not earlier than the close of
business on the 90th day nor later than the close of business on the 60th
day prior to the first anniversary of the preceding year's annual meeting;
provided, however, that in the event that the date of the annual meeting is
more than 30 days before or more than 60 days after such anniversary date,
notice by the shareholder to be timely must be so delivered not earlier
than the close of business on the 90th day prior to such annual meeting and
not later than the close of business on the later of the 60th day prior to
such annual meeting or the 10th day following the day on which public
announcement of the date of such meeting is first made by the Company. In
no event shall the public announcement of an adjournment of an annual
meeting commence a new time period for the giving of a shareholder's notice
as described above. Such shareholder's notice shall set forth: (a) as to
each person whom the shareholder proposes to nominate for election or
reelection as a director all information relating to such person that is
required to be disclosed in solicitations of proxies for election of
directors in an election contest, or is otherwise required, in each case
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as
amended (the "Exchange Act") and Rule 14a- 11 thereunder (including such
person's written consent to being named in the proxy statement as a nominee
and to serving as a director if elected); (b) as to any other business that
the shareholder proposes to bring before the meeting, a brief description
of the business desired to be brought before the meeting, the reasons for
conducting such business at the meeting and any material interest in such
business of such shareholder and the beneficial owner, if any, on whose
behalf the proposal is made; and (c) as to the shareholder giving the
notice and the beneficial owner, if any, on whose behalf the nomination or
proposal is made (i) the name and address of such shareholder, as they
appear, on the Company's books, and of such beneficial owner and (ii) the
class and number of shares of the Company which are owned beneficially and
of record by such shareholder and such beneficial owner.
2.9.2 Transaction of Business at Special Meeting. Business
transacted at a special meeting of the shareholders shall be limited to the
purposes set forth in the notice of the special meeting. Nominations of
persons for election to the Board of Directors may be made at a special
meeting of shareholders at which directors are to be elected pursuant to
the Company's notice of meeting: (a) by or at the direction of the Board of
Directors; or (b) provided that the Board of Directors has determined that
directors shall be elected at such meeting, by any shareholder of the
Company who is a shareholder of record at the time of giving of notice of
the meeting, who is entitled to vote at the meeting and who complies with
the notice procedures set forth in this Section 2.9.2.
In the event the Company calls a special meeting of shareholders
for the purpose of electing one or more directors to the Board of
Directors, any such shareholder may nominate a person or persons, as the
case may be, for election to such position or positions as specified in the
Company's notice of meeting, if the shareholder's notice required by this
Section 2.9.2 shall be delivered to the Secretary at the principal
executive offices of the Company not earlier than the close of business on
the 90th day prior to such special meeting and not later than the close of
business on the later of the 60th day prior to such special meeting or the
10th day following the day on which public announcement is first made of
the date of the special meeting and of the nominees proposed by the Board
of Directors to be elected at such meeting. In no event shall the public
announcement of an adjournment of a special meeting commence a new time
period for the giving of a shareholder's notice as described above. Such
shareholder's notice shall set forth: (a) as to each person whom the
shareholder proposes to nominate for election or reelection as a director
all information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors in an election contest,
or is otherwise required, in each case pursuant to Regulation 14A under the
Exchange Act and Rule 14a-11 thereunder (including such person's written
consent to being named in the proxy statement as a nominee and to serving
as a director if elected); and (b) as to the shareholder giving the notice
and the beneficial owner, if any, on whose behalf the nomination or
proposal is made, (i) the name and address of such shareholder, as they
appear on the Company's books, and of such beneficial owner and (ii) the
class and number of shares of the Company which are owned beneficially and
of record by such shareholder and such beneficial owner.
2.9.3 General. Only such persons who are nominated in accordance
with the procedures set forth in this Section 2.9 shall be eligible to
serve as directors and only such business shall be conducted at a meeting
of shareholders as shall have been brought before the meeting in accordance
with the procedures set forth in this Section 2.9. The chairman of the
meeting shall have the power and duty to determine whether a nomination or
any business proposed to be brought before the meeting was made or
proposed, as the case may be, in accordance with the procedures set forth
in this Section 2.9 and, if any proposed nomination or business is not in
compliance with this Section 2.9, to declare that such defective proposal
or nomination shall be disregarded, unless otherwise provided by any
applicable law.
For purposes of this Section 2.9, "public announcement" shall
mean disclosure in a press release reported by the Dow Jones News Service,
Associated Press or comparable national news service or in a document
publicly filed by the Company with the Securities and Exchange Commission
pursuant to Section 13, 14 or 15(d) of the Exchange Act.
Notwithstanding the foregoing provisions of this Section 2.9, a
shareholder shall also comply with all applicable requirements of the
Exchange Act and the rules and regulations thereunder with respect to the
matters set forth in this Section 2.9. Nothing in this Section 2.9 shall be
deemed to affect any rights of. (a) the shareholders to request inclusion
of proposals in the Company's proxy statement pursuant to Rule 14a-8 under
the Exchange Act; or (b) the holders of any series of Preferred Stock to
elect directors under specified circumstances.
Section 2. 10. Action by Written Consent. Any action required or
permitted by the Act to be taken at an annual or special meeting of
shareholders may be taken without a meeting, without prior notice, and
without a vote, if consents in writing, setting forth the action so taken,
are signed by the holders of all of the outstanding shares of stock
entitled to vote on the matter.
Section 2.11. Presiding Officer. The Chairman of the Board shall
act as chairman of all meetings of the shareholders. In the absence of the
Chairman of the Board, the President, or in his or her absence, any Vice
President designated by the Board of Directors shall act as the chairman of
the meeting.
Section 2.12. Procedure. At each meeting of shareholders, the
chairman of the meeting shall fix and announce the date and time of the
opening and the closing of the polls for each matter upon which the
shareholders will vote at the meeting and shall determine the order of
business and all other matters of procedure. Except to the extent
inconsistent with any such rules and regulations as adopted by the Board of
Directors, the chairman of the meeting may establish
rules, which need not be in writing, to maintain order and safety and for
the conduct of the meeting. Without limiting the foregoing, the chairman of
the meeting may: (a) determine and declare to the meeting that any business
is not properly before the meeting and therefore shall not be considered;
(b) restrict attendance at any time to bona fide shareholders of record and
their proxies and other persons in attendance at the invitation of the
chairman of the meeting; (c) restrict dissemination of solicitation
materials and use of audio or visual recording devices at the meeting; (d)
, adjourn the meeting without a vote of the shareholders, whether or not
there is a quorum present; and (e) make rules governing speeches and
debate, including time limits and access to microphones.
The chairman of the meeting acts in his or her absolute
discretion and his or her rulings are not subject to appeal.
Article III
Board of Directors
Section 3. L Authority. The Board of Directors shall have the
ultimate authority over the conduct and management of the business affairs
of the Company.
Section 3.2. Number. The number of directors of the Company
shall be not less than nine (9) nor more than 15, as determined from time
to time by the vote of a majority of the Board of Directors. Unless
otherwise provided by the Act, the number of directors may be increased or
decreased, beyond the limits set forth above, only by an amendment to these
Bylaws. To the extent permitted by the Act, any newly created or eliminated
directorships resulting from such increase or decrease shall be apportioned
by the Board of Directors among the then existing classes of directors so
as to maintain such classes as nearly equal in number as possible. No
change in the number of directors shall shorten the term of any director
then in office.
Section 3.3. Term. Each director shall hold office from the date
of his or her election and qualification until his or her successor shall
have been duly elected and qualified or until his or her earlier removal,
resignation, death or incapacity.
Section 3.4. Eligibility for Elections. No person who will be 70
years of age or more on or before an annual meeting shall be nominated to
the Board of Directors, and any directors who reach the age of 70 shall be
automatically retired from the Board of Directors.
Section 3.5. Regular Meetings of the Board. Regular meetings
of the Board of Directors may be held at times and places agreed on by a
majority of the directors at any meeting of the Board of Directors, and
such regular meetings may be held at such times and places without any
further notice of the date, time, place or purposes of such regular
meetings.
Section 3.6. Special Meetings of the Board. Special meetings of
the Board of Directors may be called: (a) by, or at the request of, the
Chairman of the Board; or (b) by the Secretary of the Company at the
written request of a majority of the directors then in office. Special
meetings of the Board of Directors may be called on not less than 12 hours
notice to each director, given orally or in writing, either personally, by
telephone (including by message or by recording device), by facsimile
transmission, by telegram or by telex, or on not less than three (3)
calendar days' notice to each director given by mail. Notice of the special
meeting of the Board of Directors shall specify the date, time and place of
the meeting. Actions taken at any such meeting shall not be invalidated
because of lack of notice if notice is waived as provided in Section 3.7.
Section 3.7. Waiver of Notice. A director may waive any required
notice before or after the date and time stated in the notice by written
waiver signed by the director entitled to the notice and filed with the
minutes or corporate records. In addition, a director's attendance at or
participation in a meeting waives any required notice to the director of
the meeting unless the director at the beginning of the meeting, or
promptly upon the director's arrival, objects to holding the meeting or
transacting business at the meeting and does not thereafter vote for or
assent to action taken at the meeting.
Section 3.8. Participation by Telecommunication. Any director
may participate in any meeting of the Board of Directors through the use of
any means of communication by which all directors participating in the
meeting may simultaneously hear each other during the meeting. A director
participating in a meeting by this means shall be deemed to be present in
person at the meeting.
Section 3.9. Quorum of Directors. A majority of the directors in
office immediately before the meeting begins shall constitute a quorum for
the transaction of business at any meeting of the Board of Directors.
Section 3. 10. Action. If a quorum is present when the vote is
taken, the Board of Directors shall take actions pursuant to resolutions
adopted by the affirmative vote of. (a) a majority of the directors present
at the meeting of the Board of Directors; or (b) such greater number of the
directors as may be required by the Restated Articles of Incorporation,
these Bylaws or the Act.
Section 3.11. Action by Unanimous Written Consent. Any action
required or permitted to be taken at a Board of Directors' meeting may be
taken without a meeting if the action is taken by all members of the Board
of Directors. The action shall be evidenced by one (1) or more written
consents describing the action taken, signed by each director, and included
in the minutes or filed with the corporate records reflecting the action
taken.
Section 3.12. Selection of Chairman of the Board and Officers.
The Chairman of the Board shall be selected by and from the members of the
Board of Directors. He or she shall conduct all meetings of the Board of
Directors and shall perform all duties incident thereto.
The Board of Directors shall also select a President, a Vice
President, a Secretary and a Treasurer and such additional Vice Presidents,
Assistant Secretaries, Assistant Treasurers and other officers and agents
as the Board of Directors from time to time may deem advisable. If the
Board of Directors wishes it may also elect as an officer of the Company
the Chairman of the Board.
Section 3.13. Powers and Duties of Officers and Agents. The
powers and duties of the officers and agents shall be determined by the
Board of Directors and these Bylaws.
Section 3.14. Delegation of Powers. For any reason deemed
sufficient by the Board of Directors, whether occasioned by absence or
otherwise, the Board may delegate all or any of the powers and duties of
any officer to any other officer or director, but no officer or director
shall execute, verify or acknowledge any instrument in more than one
capacity unless specifically authorized by the Board of Directors.
Section 3.15. Appointment of Executive Committee. At the same
meeting at which the Board of Directors selects the Chairman of the Board,
the Board of Directors shall appoint an Executive Committee consisting of
two (2) or more members, who shall serve at the pleasure of the Board of
Directors. Such appointments shall be made by a majority of all the
directors in office when the action is taken. Unless otherwise provided by
the Act or further limited by a resolution of the Board of Directors, the
Executive Committee may exercise all of the powers of the Board of
Directors.
Section 3.16. Power to Appoint Additional Committees of the
Board. The Board of Directors shall have the power to designate, by
resolution, one (1) or more additional committees and appoint members of
the Board of Directors to serve on them. To the extent provided in such
resolution, such committees may manage the business and affairs of the
Company, unless otherwise provided by the Act. Each committee shall have
two (2) or more members, who shall serve at the pleasure of the Board of
Directors. A majority of the members of any committee of the Board of
Directors will constitute a quorum for any committee action.
Section 3.17. Compensation. The Board of Directors may, by
resolution, authorize the payment to directors of compensation for the
performance of their duties. No such payment shall preclude any director
from serving the Company in any other capacity and receiving compensation
therefor. The Board of Directors may also, by resolution, authorize the
reimbursement of expenses incurred by directors in the performance of their
duties.
Section 3.18. Conflicting Interest Transaction. Any conflicting
interest transaction shall he governed by Section 30-1-860 through 30-1-863
of the Act.
Article IV
Officers
Section 4. 1. General. The officers of the Company shall consist
of a President, a Vice President, a Secretary, a Treasurer and such
additional Vice Presidents, Assistant Secretaries, Assistant Treasurers and
other officers and agents as the Board of Directors from time to time may
deem advisable. If the Board of Directors wishes, it may also elect as an
officer of the Company the Chairman of the Board. Each such officer shall
hold office for such term, if any, as may be established by the Board of
Directors or set forth in an employment agreement, if any, or until his or
her successor shall have been duly elected and qualified or until his or
her earlier resignation, retirement, removal from office, incapacity or
death. The Board of Directors may remove any officer or agent at any time,
with or without cause, unless otherwise provided by the Act or the Restated
Articles of Incorporation. One person may hold two or more offices, except
the offices of President and Secretary.
Section 4.2. President. The President shall have general and
active management of the business of the Company and shall see that all
orders and resolutions of the Board of Directors are carried into effect.
The President shall have the general powers and duties of supervision and
management usually vested in the office of president of a corporation.
Section 4.3. Vice Presidents. Each Vice President shall serve
under the direction of the President and shall perform such other duties as
the Board of Directors shall from time to time direct.
Section 4.4. Secretary. The Secretary of the Company shall serve
under the direction of the President and shall perform such other duties as
the Board of Directors shall from time to time direct, unless otherwise
provided by these Bylaws or determined by the Board of Directors. The
Secretary shall be responsible for preparing minutes of the directors' and
shareholders' meetings and for authenticating records of the Company. The
Secretary shall safely keep in his or her custody the seal of the Company
and shall have authority to affix the same to all instruments where its use
is required. The Secretary shall give all notices required by the Act,
these Bylaws or any resolution of the Board of Directors.
Section 4.5. Treasurer The Treasurer shall serve under the
direction of the President and shall perform such other duties as the Board
of Directors shall from time to time direct. The Treasurer shall have
custody of all corporate funds and securities and shall keep in books
belonging to the Company full and accurate accounts of all receipts and
disbursements. The Treasurer shall deposit all monies, securities and other
valuable effects in the name of the Company in such depositories as may be
designated for that purpose by the Board of Directors and shall disburse
the funds of the Company as may be ordered by the Board of Directors. The
Treasurer shall upon request report to the Board of Directors on the
financial condition of the Company.
Section 4.6. Assistant Secretary and Assistant Treasurer. The
Assistant Secretary, in the absence or disability of the Secretary, shall
perform the duties and exercise the powers of the Secretary. The Assistant
Treasurer, in the absence or disability of the Treasurer, shall perform the
duties and exercise the powers of the Treasurer.
Article V
Stock and Transfers
Section5.1. Certificates for Shares. Subject to the provisions
of Section 5.2, every shareholder shall be entitled to a certificate of the
shares to which the shareholder has subscribed, and each certificate shall
be signed, either manually or by facsimile, by any two (2) of the
following: the Chairman of the Board (if he or she is an officer), the
President, the Treasurer and the Secretary. Such certificate may bear the
seal of the Company or a facsimile thereof. Each certificate shall state
the name of the Company, the number and class of shares and the designation
of the series, if any, that the certificate represents. In case any
officer, transfer agent or registrar who has signed, or whose facsimile
signature has been placed upon, a certificate shall have ceased to be such
officer, transfer agent or registrar before such certificate is issued, it
may be issued by the Company with the same effect as if such person or
entity were such officer, transfer agent or registrar at the date of issue.
Section 5.2. Shares Without Certificates. The Company shall have
the power to authorize the issue of some or all of the shares of any or all
of its classes or series without certificates. The authorization shall not
affect shares already represented by certificates until they are
surrendered to the Company. Within, a reasonable time after the issue or
transfer of shares without certificates, the Company shall send the
shareholder a written statement of the information required on certificates
by the Act.
Section 5.3. Transferable Only on Books of the Company. Shares
of the capital stock of the Company shall be transferred on the books of
the Company only by the holder of the shares in person or by an attorney
lawfully appointed in writing and upon surrender of the certificates, if
any, for the shares. A record shall be made of every such transfer and
issue. Whenever any transfer is made for collateral security and not
absolutely, the fact shall be so expressed in the entry of such transfer.
Section 5.4. Stock Ledger. The Company shall maintain a stock
ledger that contains the name and address of each shareholder and the
number of shares of each class of the capital stock that the shareholder
holds. The stock ledger may be in written form or in any other form that
can be converted within a reasonable time into written form for visual
inspection.
Section 5.5. Registered Shareholders. The Company shall have the
right to treat the registered holder of any share of its capital stock as
the absolute owner of such share and shall not be bound to recognize any
equitable or other claim to or interest in such share on the part of any
other person, whether or not the Company shall have express or other notice
thereof, unless otherwise required by any applicable law.
Article VI
Indemnification
Section 6. 1. Defined Terms. Capitalized terms used in this
Article VI that are defined in Section 30-1-850 of the Act shall have the
meaning given to such terms under Section 30-1-850 of the Act.
Section 6.2. Insurance. The Company shall have the power to
purchase and maintain insurance, in such amounts as the Board of Directors
may deem appropriate, on behalf of any person who is a Director, Officer,
employee or agent against Liability and Expenses in connection with any
Proceeding, to the extent permitted under any applicable law.
Section 6.3. Agreements. The Company may enter into an
indemnification agreement with any Director, Officer, employee or agent, to
the extent permitted under any applicable law.
Section 6.4. Amendments. Any amendment or repeal of this Article
VI shall not be retroactive in effect.
Section 6.5. Severability. In case any provision in this
Article VI shall be determined at any time to be unenforceable in any
respect, the other provisions shall not in any way be affected or impaired
thereby, and the affected provision shall be given the fullest possible
enforcement in the circumstances.
Article V11
Amendment of Bylaws
Section 7. 1. Amendment by the Board of Directors. These Bylaws
may be amended, altered, changed, added to, repealed or substituted by the
affirmative vote of a majority of the Board of Directors, unless the
Restated Articles of Incorporation, these Bylaws or the Act provide
otherwise.
Section 7.2. Amendment by the Shareholders. Subject to the
provisions of Section 7.3, these Bylaws may be amended, altered, changed,
added to, repealed or substituted by the affirmative vote of a majority of
all shares entitled to vote thereon, if notice of the proposed amendment,
alteration, change, addition, repeal or substitution is contained in the
notice of the meeting.
Section 7.3. Amendment of Certain Provisions. Notwithstanding
any other provision of these Bylaws, (i) any amendment, alteration, change,
addition, repeal or substitution of this Section 7.3, Section 2.9 or
Article III of these Bylaws by the shareholders shall require the
affirmative vote of two-thirds of all shares entitled to vote thereon; and
(ii) no change of the date for the annual meeting of the shareholders shall
be made by the shareholders within the 30-day period preceding the date
designated for the annual meeting pursuant to Section 2. 1, unless
consented to in writing, as provided in Section 2. 10, or approved at any
meeting of the shareholders by a majority of all shares entitled to vote
thereon.
Exhibit 10(h)
IDACORP, Inc. has Change In Control Agreements with each of the
following: Jan B. Packwood - President and Chief Executive
Officer; J. LaMont Keen - Senior Vice President-Administration
and Chief Financial Officer; James C. Miller - Senior Vice
President-Delivery; Richard Riazzi - Senior Vice President-
Generation and Marketing; Darrel T. Anderson - Vice President-
Finance and Treasurer; Bryan Kearney - Vice President and Chief
Information Officer; Cliff N. Olson - Vice President - Corporate
Services; Robert W. Stahman - Vice President, General Counsel and
Secretary; Marlene K. Williams - Vice President-Human Resources.
The terms and conditions of each Agreement are the same as those
set forth in Mr. Packwood's Agreement.
CHANGE IN CONTROL AGREEMENT
BETWEEN IDACORP, INC.
AND
JAN B. PACKWOOD
THIS AGREEMENT, is by and between IDACORP, Inc., an
Idaho corporation (the "Corporation") and JAN B. PACKWOOD
(the "Executive") and is effective on the date established
pursuant to Section 15 of this Agreement (the "Effective
Date").
W I T N E S S E T H:
WHEREAS, the Executive is a valuable employee of the
Corporation or any Subsidiary of the Corporation, an
integral part of its management, and a key participant in
the decision-making process relative to short-term and
long-term planning and policy for the Corporation; and
WHEREAS, the Corporation wishes to encourage the
Executive to continue his career and services with the
Corporation following a Change in Control; and
WHEREAS, the Board has determined that it would be in
the best interests of the Corporation and its shareholders
to assure continuity in the management of the Corporation's,
including Subsidiaries', administration and operations in
the event of a Change in Control by entering into this
Agreement with the Executive;
NOW THEREFORE, it is hereby agreed by and between the
parties hereto as follows:
1. Definitions.
a. "Board" shall mean the Board of
Directors of the Corporation.
b. "Cause" shall mean the Executive's fraud
or dishonesty which has resulted or is likely to result in
material economic damage to the Corporation or a Subsidiary
of the Corporation, as determined in good faith by a vote of
at least two-thirds of the non-employee directors of the
Corporation at a meeting of the Board at which the Executive
is provided an opportunity to be heard.
c. "Change in Control" shall mean:
(i) any person (as such term is used in
Section 13(d) of the Securities Exchange Act of 1934 (the
"1934 Act"), excluding a corporation or other entity owned,
directly or indirectly, by the stockholders of the
Corporation immediately prior to the transaction in
substantially the same proportions as their ownership of
stock of the Corporation ("Person")) is the beneficial
owner, directly or indirectly, of 20% or more of the
outstanding stock of the Corporation requiring the filing of
a report with the Securities and Exchange Commission under
Section 13(d) of the 1934 Act;
(ii) a purchase by any Person of
shares pursuant to a tender or exchange offer to acquire any
stock of the Corporation (or securities convertible into
stock) for cash, securities or any other consideration
provided that, after closing of the offer, such Person is
the beneficial owner (as defined in Rule 13d-3 under the
1934 Act), directly or indirectly, of 20% or more of the
outstanding stock of the Corporation (calculated as provided
in Paragraph (d) of Rule 13d-3 under the 1934 Act in the
case of rights to acquire stock);
(iii) shareholder approval of a
merger, consolidation, liquidation or dissolution of the
Corporation, or the sale of all or substantially all of the
assets of the Corporation (a "Business Combination"), in
each case, unless, following such Business Combination, all
or substantially all of the individuals and entities who
were the beneficial owners of the Corporation immediately
prior to such Business Combination beneficially own,
directly or indirectly, more than 50% of, respectively, the
then outstanding shares of common stock and the combined
voting power of the then outstanding voting securities
entitled to vote generally in the election of directors of
the corporation resulting from such Business Combination; or
(iv) a change in the majority of
the members of the Board within a 24-month period unless the
election or nomination for election by the Corporation's
shareholders of each new director was approved by the vote
of at least two-thirds of the directors then still in office
who were in office at the beginning of the 24-month period.
With respect to subparagraph 1(c)(iii), upon the
Board's determination that the transaction subject to
shareholder approval thereunder will not be closed, a Change
in Control shall not be deemed to have occurred from such
date forward and this Agreement shall continue in effect as
if no Change in Control had occurred except to the extent
termination requiring payments under this Agreemetn hereof
occurs prior to such Board's determination.
d. "Compensation" shall mean the highest
combined amount of base salary and bonus received by the
Executive during any one calender year which is one of the
five calender years preceding employment termination,
including any elective contributions made by the Corporation
on behalf of the Executive that are not includible in the
gross income of the Executive under Sections 125 or
402(a)(8) of the Internal Revenue Code of 1986, as amended
(the "Code") or any successor provision thereto.
e. "Constructive Discharge" shall mean
any of the following:
(i) any material failure by the Corporation
or any Subsidiary of the Corporation to comply with any of
the provisions of this Agreement;
(ii) the Corporation or a Subsidiary of the
Corporation requiring the Executive to be based at any
office or location more than 50 miles from the location at
which the Executive was based on the day prior to the Change
in Control;
(iii) a reduction which is more than de
minimis in (A) the Executive's annual rate of base salary or
maximum annual bonus opportunity, (B) the long-term
incentive compensation the Executive has the opportunity to
earn, determined in the aggregate if multiple long-term
incentive opportunities exist, or (C) the combined annual
benefit accrual rate under the Corporation's qualified
defined benefit pension plan and/or the Idaho Power Company
security plan for Senior Management Employees, as in effect
immediately prior to the Change in Control (except if such
reduction is a part of a reduction for all executive
officers);
(iv) the Corporation failing to require a
successor entity to assume and agree to perform the
Corporation's obligations pursuant to Section 9; or
(v) a reduction which is more than de
minimis in the long term disability and life insurance
coverage provided to the Executive under the Corporation's
life insurance and long term disability plans as in effect
immediately prior to the Change in Control.
No such event described hereunder shall constitute
Constructive Discharge unless the Executive has given
written notice to the Corporation specifying the event
relied upon for such termination within one year after the
occurrence of such event (but in no event later than the
Ending Date) and the Corporation has not remedied such
within 30 days of receipt of such notice. The Corporation
and Executive, upon mutual written agreement, may waive any
of the foregoing provisions which would otherwise constitute
a Constructive Discharge.
f. Coverage Period" shall begin on the Starting
Date and end on the Ending Date.
g. "Disability" shall mean an injury or illness
which permanently prevents the Executive from performing
services to the Corporation and which qualifies the
Executive for payments under the Corporation's long term
disability plan, which for purposes of this Agreement shall
be the Idaho Power Company Long Term Disability Plan.
h. "Ending Date" shall be the date which is 36
full calendar months following the date on which a Change in
Control occurs or if the Change in Control is shareholder
approval pursuant to Section 1(c)(iii), the date which is 36
months following the consummation of the transaction subject
to such shareholder approval.
i. "Retirement" shall mean attainment of normal
retirement age under the Idaho Power Company Security Plan.
j. "Subsidiary" means any corporation of which
more than 50% of the outstanding stock having ordinary
voting power to elect a majority of the board of directors
of such corporation is now or hereafter owned, directly or
indirectly, by the Corporation.
k. "Starting Date" shall be the date
on which a Change in Control occurs.
2. Term.
This Agreement shall be effective as of the
Effective Date and shall continue thereafter until the 36
month anniversary of the later of (i) such date, or (ii) if
the Change in Control causing the Agreement to be effective
is shareholder approval pursuant to Section 1(c)(iii), the
date of the consummation of the transaction subject to such
shareholder approval; provided, however, the Corporation's
obligations, if any, to provide payments and/or benefits
pursuant to Section 3 of this Agreement and the obligations
of the Corporation and the Executive under Section 5 of this
Agreement shall survive the termination of this Agreement.
3. Severance Benefits.
a. If the Executive's employment hereunder is
terminated by the Corporation for any reason other than
Cause, death, or Disability, or by the Executive in the
event of a Constructive Discharge or in the event of
Retirement, in any case, at any time during the Coverage
Period, then,
(i) within five business days after such
termination, the Corporation shall pay to the Executive (or
if the Executive dies after termination of employment but
before receiving all payments to which he has become
entitled hereunder, to the estate of the Executive) the
following amounts:
(A) accrued but unpaid salary and
accrued but unused vacation; and
(B) a lump sum cash amount equal to two
and one-half times the Executive's Compensation; and
(ii) the Executive shall be entitled to the
following additional severance benefits:
(A) restrictions on all restricted
stock granted prior to the Change in Control and
beneficially owned by the Executive shall lapse immediately;
(B) outplacement services commencing
within 12 months of the Starting Date and extending for a
period of not more than 12 months, the scope and provider of
which shall be selected by the Executive in his sole
discretion (but at a total cost to the Corporation of not
more than $12,000); and
(C) for a period commencing with the
month in which termination of employment shall have occurred
and ending 24 months thereafter, the Executive and, as
applicable, the Executive's covered dependants shall be
entitled to all benefits under the Corporation's welfare
benefit plans (within the meaning of Section 3(1) of the
Employee Retirement Income Security Act of 1974, as
amended), as if the Executive were still employed during
such period, at the same level of benefits and at the same
dollar cost to the Executive as is available to all of the
Corporation's senior executives generally. If and to the
extent that equivalent benefits shall not be payable or
provided under any such plan, the Corporation shall pay or
provide equivalent benefits on an individual basis. The
benefits provided in accordance with this Section
3(a)(ii)(C) shall be secondary to any comparable benefits
provided by another employer.
b. Notwithstanding anything to the contrary
contained in this Agreement, if the Executive voluntarily
terminates employment for any reason (unless, prior to such
termination, the Corporation has given notice to the
Executive that it intends to terminate the Executive's
employment for Cause) in the first full calendar month
following the one year anniversary of the Change in Control,
the Corporation shall pay to the Executive (or the
Executive's estate upon death) the amounts and provide to
the Executive the benefits provided under Section 3(a);
provided, however, the lump sum amount calculated under
Section 3(a)(i)(B)shall be multiplied by 2/3, and the
welfare benefits provided pursuant to Section 3(a)(ii)(C)
shall continue for 18 months rather than 24 months.
c. (i) If Independent Tax Counsel (as that
term is defined below) shall determine that the aggregate
payments and benefits provided to the Executive pursuant to
this Agreement and any other payments and benefits provided
to the Executive from the Corporation, any Subsidiary and/or
plans of the Corporation and/or its Subsidiaries which
constitute "parachute payments" as defined in Section 280G
of the Code, or any successor provision thereto ("Parachute
Payments") would be subject to the excise tax imposed by
Section 4999 of the Code (the "Excise Tax"), then such
Parachute Payments shall be reduced (but not below zero) but
only to the extent necessary so that no portion thereof
shall be subject to the Excise Tax. The determination of
the Independent Tax Counsel under this subsection (i) shall
be final and binding on all parties hereto. Unless the
Executive gives prior written notice specifying a different
order to the Corporation to effectuate the limitations
described above, the Corporation shall reduce or eliminate
the Parachute Payments by first reducing or eliminating
those payments or benefits which are not payable in cash and
then by reducing or eliminating other Parachute Payments, in
each case in reverse order beginning with payments or
benefits which are to be paid the farthest in time from the
employment termination date. Any notice given by the
Executive pursuant to the preceding sentence shall take
precedence over the provisions of any other plan,
arrangement of agreement governing the Executive's rights
and entitlement to any benefits or compensation. For
purposes of this Section 3(c), "Independent Tax Counsel"
shall mean a lawyer, a certified public accountant with a
nationally recognized accounting firm, or a compensation
consultant with a nationally recognized actuarial and
benefits consulting firm with expertise in the area of
executive compensation tax law, who shall be selected by the
Corporation and shall be reasonably acceptable to the
Executive, and whose fees and disbursements shall be paid by
the Corporation.
(ii) The Executive shall notify the
Corporation in writing within 45 days of any claim by the
IRS that, if successful, would require the payment by the
Executive of an Excise Tax. Upon receipt of such notice,
the Corporation may, in its sole discretion, either contest
such claim, provide the Executive with an additional payment
(a "Gross-Up Payment") intended to reimburse the Executive
for any such Excise Tax and any income tax or Excise Tax
attributable to the Gross-Up Payment (including interest or
penalties with respect thereto), or do nothing. If the
Corporation notifies the Executive in writing that it
desires to contest such claim and that it will bear the
costs and provide the indemnification as required by this
sentence, the Executive shall:
(A) give the Corporation any
information reasonably requested by the Corporation relating
to such claim,
(B) take such action in connection with
contesting such claim as the Corporation shall reasonably
request in writing from time to time, including, without
limitation, accepting legal representation with respect to
such claim by an attorney reasonably selected by the
Corporation,
(C) cooperate with the Corporation in
good faith in order to effectively contest such claim, and
(D) permit the Corporation to
participate in any proceedings relating to such claim;
provided, however, that the Corporation shall bear and pay
directly all costs and expenses (including additional
interest and penalties) incurred in connection with such
contest and shall indemnify and hold the Executive harmless,
on an after-tax basis, for any Excise Tax or income tax,
including interest and penalties with respect thereto,
imposed as a result of such representation and payment of
costs and expenses. The Corporation shall control all
proceedings taken in connection with such contest; provided,
however, that if the Corporation directs the Executive to
pay such claim and sue for a refund, the Corporation shall
advance the amount of such payment to the Executive, on an
interest-free basis and shall indemnify and hold the
Executive harmless, on an after-tax basis, from any Excise
Tax or income tax, including interest or penalties with
respect thereto, imposed with respect to such advance or
with respect to any imputed income with respect to such
advance.
(iii) If, after the receipt by the Executive
of an amount advanced by the Corporation pursuant to Section
3(c)(ii), the Executive becomes entitled to receive any
refund with respect to such claim, the Executive shall,
within 10 days of the receipt of such refund, pay to the
Corporation the amount of such refund, together with any
interest paid or credited thereon after taxes applicable
thereto.
d. In the event of any termination of the
Executive's employment described in Section 3(a) or Section
3(b), the Executive shall be under no obligation to seek
other employment, and there shall be no offset against
amounts due the Executive under this Agreement on account of
any remuneration attributable to any subsequent employment;
provided, however, to the extent the Executive receives
medical and health benefits from a subsequent employer,
medical and health benefits provided pursuant to Section
3(a)(ii)(C) shall be secondary to those received from the
subsequent employer.
e. It is intended that the termination
provisions herein are in lieu of, and not in addition to,
termination or severance payments and benefits provided
under the Corporation's other termination or severance plans
or agreements ("Other Termination Benefits"). Unless waived
by the Executive, Other Termination Benefits the Executive
receives, or is entitled to receive in the future, shall
reduce payments and benefits provided hereunder.
4. Source of Payments.
All payments provided for in Section 3 above shall
be paid in cash from the general funds of the Corporation
provided, however, that such payments shall be reduced by
the amount of any payments made to the Executive or his
dependents, beneficiaries or estate from any trust or
special or separate fund established by the Corporation to
assure such payments. The Corporation shall not be required
to establish a special or separate fund or other segregation
of assets to assure such payments, and, if the Corporation
shall make any investments to aid it in meeting its
obligations hereunder, the Executive shall have no right,
title or interest in or to any such investments except as
may otherwise be expressly provided in a separate written
instrument relating to such investments. Nothing contained
in this Agreement, and no action taken pursuant to its
provisions, shall create or be construed to create a trust
of any kind or a fiduciary relationship between the
Corporation and the Executive or any other person. To the
extent that any person acquires a right to receive payments
from the Corporation such right shall be no greater than the
right of an unsecured creditor of the Corporation.
5. Litigation Expenses: Arbitration.
a. Full Settlement, Litigation Expenses;
Arbitration. Except as provided below, the Corporation's
obligation to make the payments provided for in this
Agreement and otherwise to perform its obligations hereunder
shall not be affected by any set-off, counterclaim,
recoupment, defense or other claim, right or action which
the Corporation may have against the Executive or others.
The Corporation agrees to pay, upon written demand therefor
by the Executive, all legal fees and expenses the Executive
reasonably incurs as a result of any dispute or contest
(regardless of the outcome thereof) by or with the
Corporation or others regarding the validity or
enforceability of, or liability under, any provision of this
Agreement, plus in each case, interest at the applicable
Federal rate provided for in Section 7872(f)(2) of the Code.
Notwithstanding the foregoing, the Executive agrees to repay
to the Corporation any such fees and expenses paid or
advanced by the Corporation if and to the extent that the
Corporation or such others obtains a judgment or
determination that the Executive's claim was frivolous or
was without merit from the arbitrator or a court of
competent jurisdiction from which no appeal may be taken,
whether because the time to do so has expired or otherwise.
Notwithstanding any provision hereof or in any other
agreement, the Corporation may offset any other obligation
it has to the Executive by the amount of such repayment. In
any such action brought by the Executive for damages or to
enforce any provisions of this Agreement, he shall be
entitled to seek both legal and equitable relief and
remedies, including, without limitation, specific
performance of the Corporation's obligations hereunder, in
his sole discretion.
b. In the event of any dispute or difference
between the Corporation and the Executive with respect to
the subject matter of this Agreement and the enforcement of
rights hereunder, either the Executive or the Corporation
may, by written notice to the other, require such dispute or
difference to be submitted to arbitration. The arbitrator
or arbitrators shall be selected by agreement of the parties
or, if they cannot agree on an arbitrator or arbitrators
within 30 days after the Executive has notified the
Corporation of his desire to have the question settled by
arbitration, then the arbitrator or arbitrators shall be
selected by the American Arbitration Association (the "AAA")
upon the application of the Executive. The determination
reached in such arbitration shall be final and binding on
both parties without any right of appeal or further dispute.
Execution of the determination by such arbitrator may be
sought in any court of competent jurisdiction. The
arbitrators shall not be bound by judicial formalities and
may abstain from following the strict rules of evidence and
shall interpret this Agreement as an honorable engagement
and not merely as a legal obligation. Unless otherwise
agreed by the parties, any such arbitration shall take place
in Boise, Idaho, and shall be conducted in accordance with
the Rules of the AAA. The Executive's expenses for such
proceeding shall be paid, or repaid to the Corporation as
the case may be, as provided in subsection (a) of this
Section 5.
6. Tax Withholding.
The Corporation may withhold from any payments made
under this Agreement all federal, state or other taxes as
shall be required pursuant to any law or governmental
regulation or ruling.
7. Entire Understanding.
This Agreement contains the entire understanding
between the Corporation and the Executive with respect to
the subject matter hereof and supersedes any prior severance
or termination agreement between the Corporation and the
Executive, except that this Agreement shall not affect or
operate to reduce any benefit or compensation inuring to the
Executive of any kind elsewhere provided and not expressly
dealt with in this Agreement.
8. Severability.
If, for any reason, any one or more of the
provisions or part of a provision contained in this
Agreement shall be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision or
part of a provision of this Agreement not held so invalid,
illegal or unenforceable, and each other provision or part
of a provision shall to the full extent consistent with law
continue in full force and effect.
9. Consolidation, Merger, or Sale of Assets.
If the Corporation consolidates or merges into or
with, or transfers all or substantially all of its assets
to, another entity the term "the Corporation" as used herein
shall mean such other entity and this Agreement shall
continue in full force and effect. In the case of any
transaction in which a successor would not by the foregoing
provision or by operation of law be bound by this Agreement,
the Corporation shall require such successor expressly and
unconditionally to assume and agree to perform the
Corporation's obligations under this Agreement, in the same
manner and to the same extent that the Corporation would be
required to perform if no such succession had taken place.
10. Notices.
All notices, requests, demands and other
communications required or permitted hereunder shall be
given in writing and shall be deemed to have been duly given
if delivered or mailed, postage prepaid, first class as
follows:
a. to the Corporation:
IDACORP, Inc.
Attention: General Counsel
P.O. Box 70
Boise, Idaho 83707
b. to the Executive:
Jan B. Packwood
3227 Agate Ct.
Boise, Idaho
or to such other address as either party shall have
previously specified in writing to the other.
11. No Attachment.
Except as required by law, no right to receive
payments under this Agreement shall be subject to
anticipation, commutation, alienation, sale, assignment,
encumbrance, charge, pledge or hypothecation or to
execution, attachment, levy or similar process or assignment
by operation of law, and any attempt, voluntary or
involuntary, to effect any such action shall be null, void
and of no effect.
12. Binding Agreement.
This Agreement shall be binding upon, and shall
inure to the benefit of, the Executive and the Corporation
and their respective permitted successors and assigns.
13. Modification and Waiver.
Prior to the date of a Change in Control or, if
earlier, the date of a public announcement of a transaction
or event which if consummated would be a Change in Control
("Pre-Change in Control Event"), this Agreement may be
terminated, modified or amended by action of a majority of
the members of the Board. After a Change in Control or Pre-
Change in Control Event, this Agreement may not be
terminated, modified or amended except by an instrument in
writing signed by the parties hereto. No term or condition
of this Agreement shall be deemed to have been waived, nor
shall there be any estoppel against the enforcement of any
provision of this Agreement, except by written instrument
signed by the party charged with such waiver or estoppel.
No such written waiver shall be deemed a continuing waiver
unless specifically stated therein, and each such waiver
shall operate only as to the specific term or condition
waived and shall not constitute a waiver of such term or
condition for the future or as to any act other than that
specifically waived. Notwithstanding any other provision
contained in this Agreement to the contrary, if any action
taken or required to be taken pursuant to the terms of this
Agreement would preclude the use of the "pooling of
interests" accounting method with respect to any specific
transaction the consummation of which is intended to be
accounted for under the "pooling of interests" method, this
Agreement shall be modified to the extent the Corporation
deems necessary to permit such "pooling of interests"
accounting treatment.
14. Headings of No Effect.
The section headings contained in this Agreement
are included solely for convenience of reference and shall
not in any way affect the meaning or interpretation of any
of the provisions of this Agreement.
15. Effective Date and Executive Acknowledgments.
This Agreement shall become effective on the
Starting Date. The Executive acknowledges that he has read
and understands the provisions of this Agreement. The
Executive further acknowledges that he has been given an
opportunity for his legal counsel to review this Agreement
and that the provisions of this Agreement are reasonable and
that he has received a copy of this Agreement.
16. Not Compensation for Other Plans.
It is understood by all parties hereto that
amounts paid and benefits provided hereunder are not to be
considered compensation, earnings or wages for purpose of
any employee benefit plan of the Corporation or its
Subsidiaries, including, but not limited to, the qualified
retirement plan or the Idaho Power Company Security Plan.
17. Release.
Notwithstanding any provision herein to the
contrary, the Corporation shall not have any obligation to
pay any amount or provide any benefit under this Agreement
unless and until the Executive executes a release of the
Corporation, its Subsidiaries or related parties, in such
form as the Corporation may reasonably request, of all
claims against the Corporation, its affiliates and related
parties relating to the Executive's employment and
termination thereof and unless and until any revocation
period applicable to such release has expired.
18. Governing Law.
This Agreement and its validity, interpretation,
performance, and enforcement shall be governed by the laws
of Idaho.
IN WITNESS WHEREOF, the Corporation through its
officers duly authorized, and the Executive both intending
to be legally bound have duly executed and delivered this
Agreement, to be effective as of the date set forth in
Section 15.
IDACORP, INC.
Date: 8/25/99 By: /s/ Jon H. Miller
JON H. MILLER
Chairman of the Board
EXECUTIVE
Date: 9/1/99 Jan B. Packwood
<TABLE>
<CAPTION>
Ex12
IDACORP, Inc.
Consolidated Financial Information
Ratio of Earnings to Fixed Charges
Twelve Months
Twelve Months Ended December 31, Ended
(Thousands of Dollars) September 30,
1994 1995 1996 1997 1998 1999
<S> <C> <C> <C> <C> <C> <C>
Earnings, as defined:
Income before income taxes $ 101,775 $ 127,342 $ 135,247 $ 133,570 $ 133,806 $ 138,927
Adjust for distributed income of
equity investees 326 (2,058) (1,413) (3,943) (4,697) (3,431)
Equity in loss of equity method 0 0 0 0 458 289
investments
Minority interest in losses of
majority owned subsidiaries 0 0 0 0 (125) (62)
Fixed charges, as below 66,324 70,215 70,418 69,634 69,923 71,463
Total earnings, as defined $ 168,425 $ 195,499 $ 204,252 $ 199,261 $ 199,365 $ 207,186
Fixed charges, as defined:
Interest charges $ 54,433 $ 56,456 $ 57,348 $ 60,761 $ 60,677 $ 62,105
Preferred stock dividends of
subsidiaries-
gross up-Idacorp rate 11,097 12,834 12,079 7,891 8,445 8,401
Rental interest factor 794 925 991 982 801 957
Total fixed charges, as defined $ 66,324 $ 70,215 $ 70,418 $ 69,634 $ 69,923 $ 71,463
Ratio of earnings to fixed charges 2.54x 2.78x 2.90x 2.86x 2.85x 2.90x
</TABLE>
<TABLE>
<CAPTION>
Ex12a
IDACORP, Inc.
Consolidated Financial Information
Supplemental Ratio of Earnings to Fixed Charges
Twelve Months
Twelve Months Ended December 31, Ended
(Thousands of Dollars) September 30,
1994 1995 1996 1997 1998 1999
<S> <C> <C> <C> <C> <C> <C>
Earnings, as defined:
Income before income taxes $ 101,775 $ 127,342 $ 135,247 $ 133,570 $ 133,806 $ 138,927
Adjust for distributed income of
equity investees 326 (2,058) (1,413) (3,943) (4,697) (3,431)
Equity in loss of equity method
investments 0 0 0 0 458 289
Minority interest in losses of
majority owned subsidiaries 0 0 0 0 (125) (62)
Supplemental fixed charges, as
below 68,946 72,826 73,018 72,208 72,496 74,024
Total earnings, as defined $ 171,047 $ 198,110 $ 206,852 $ 201,835 $ 201,938 $ 209,747
Fixed charges, as defined:
Interest charges $ 54,433 $ 56,456 $ 57,348 $ 60,761 $ 60,677 $ 62,105
Preferred stock dividends of
subsidiaries- gross up-Idacorp
rate 11,097 12,834 12,079 7,891 8,445 8,401
Rental interest factor 794 925 991 982 801 957
Total fixed charges 66,324 70,215 70,418 69,634 69,923 71,463
Supplemental increment to fixed
charges* 2,622 2,611 2,600 2,574 2,573 2,561
Total supplemental fixed charges $ 68,946 $ 72,826 $ 73,018 $ 72,208 $ 72,496 $ 74,024
Supplemental ratio of earnings to
fixed charges 2.48 x 2.72 x 2.83 x 2.80 x 2.79 x 2.83 x
*Explanation of increment - Interest on the guaranty of American Falls
Reservoir District bonds and Milner Dam, Inc. notes which are already
included in operation expenses.
</TABLE>
<TABLE>
<CAPTION>
Ex12b
IDACORP, Inc.
Consolidated Financial Information
Ratio of Earnings to Combined Fixed Charges and Preferred Dividends Requirements
Twelve Months
Twelve Months Ended December 31, Ended
(Thousands of Dollars) September 30,
1994 1995 1996 1997 1998 1999
<S> <C> <C> <C> <C> <C> <C>
Earnings, as defined:
Income before income taxes $ 101,775 $ 127,342 $ 135,247 $ 133,570 $ 133,806 $ 138,927
Adjust for distributed income of
equity investees 326 (2,058) (1,413) (3,943) (4,697) (3,431)
Equity in loss of equity method
investments 0 0 0 0 458 289
Minority interest in losses of
majority owned subsidiaries 0 0 0 0 (125) (62)
Fixed charges, as below 66,324 70,215 70,418 69,634 69,923 71,463
Total earnings, as defined $ 168,425 $ 195,499 $ 204,252 $ 199,261 $ 199,365 $ 207,186
Fixed charges, as defined:
Interest charges $ 54,433 $ 56,456 $ 57,348 $ 60,761 $ 60,677 $ 62,105
Preferred stock dividends of
subsidiaries- gross up-Idacorp
rate 11,097 12,834 12,079 7,891 8,445 8,401
Rental interest factor 794 925 991 982 801 957
Total fixed charges 66,324 70,215 70,418 69,634 69,923 71,463
Preferred dividends requirements 0 0 0 0 0 0
Total combined fixed charges
and preferred dividends $ 66,324 $ 70,215 $ 70,418 $ 69,634 $ 69,923 $ 71,463
Ratio of earnings to combined fixed
charges and preferred dividends 2.54x 2.78x 2.90x 2.86x 2.85x 2.90x
</TABLE>
<TABLE>
<CAPTION>
Ex12c
IDACORP, Inc.
Consolidated Financial Information
Supplemental Ratio of Earnings to Combined Fixed Charges and Preferred Dividends Requirements
Twelve Months
Twelve Months Ended December 31, Ended
(Thousands of Dollars) September 30,
1994 1995 1996 1997 1998 1999
<S> <C> <C> <C> <C> <C> <C>
Earnings, as defined:
Income before income taxes $ 101,775 $ 127,342 $ 135,247 $ 133,570 $ 133,806 $ 138,927
Adjust for distributed income of
equity investees 326 (2,058) (1,413) (3,943) (4,697) (3,431)
Equity in loss of equity method
investments 0 0 0 0 458 289
Minority interest in losses of
majority owned subsidiaries 0 0 0 0 (125) (62)
Supplemental fixed charges and
preferred dividends, as below 68,946 72,826 73,018 72,208 72,496 74,024
Total earnings, as defined $ 171,047 $ 198,110 $ 206,852 $ 201,835 $ 201,938 $ 209,747
Fixed charges, as defined:
Interest charges $ 54,433 $ 56,456 $ 57,348 $ 60,761 $ 60,677 $ 62,105
Preferred stock dividends of
subsidiaries-gross up-Idacorp
rate 11,097 12,834 12,079 7,891 8,445 8,401
Rental interest factor 794 925 991 982 801 957
Total fixed charges 66,324 70,215 70,418 69,634 69,923 71,463
Supplemental increment to fixed
charges* 2,622 2,611 2,600 2,574 2,573 2,561
Supplemental fixed charges 68,946 72,826 73,018 72,208 72,496 74,024
Preferred dividends requirements 0 0 0 0 0 0
Total combined supplemental
fixed charges and preferred
dividends $ 68,946 $ 72,826 $ 73,018 $ 72,208 $ 72,496 $ 74,024
Supplemental ratio of earnings to
combined fixed charges and
preferred dividends 2.48x 2.72x 2.83x 2.80x 2.79x 2.83x
*Explanation of increment - Interest on the guaranty of American Falls
Reservoir District bonds and Milner Dam, Inc. notes which are
already included in operation expenses.
</TABLE>
<TABLE>
<CAPTION>
Ex12d
Idaho Power Company
Consolidated Financial Information
Ratio of Earnings to Fixed Charges
Twelve Months
Twelve Months Ended December 31, Ended
(Thousands of Dollars) September 30,
1994 1995 1996 1997 1998 1999
<S> <C> <C> <C> <C> <C> <C>
Earnings, as defined:
Income before income taxes $ 109,173 $ 135,333 $ 142,710 $ 138,746 $ 140,984 $ 145,745
Adjust for distributed income of
equity investees 326 (2,058) (1,413) (3,943) (4,697) (3,431)
Equity in loss of equity method
investments 0 0 0 0 476 0
Minority interest in losses of
majority owned subsidiaries 0 0 0 0 (125) 0
Fixed charges, as below 55,227 57,381 58,339 61,743 61,394 62,178
Total earnings, as defined $ 164,726 $ 190,656 $ 199,636 $ 196,546 $ 198,032 $ 204,492
Fixed charges, as defined:
Interest charges $ 54,433 $ 56,456 $ 57,348 $ 60,761 $ 60,593 $ 61,221
Rental interest factor 794 925 991 982 801 957
Total fixed charges, as
defined $ 55,227 $ 57,381 $ 58,339 $ 61,743 $ 61,394 $ 62,178
Ratio of earnings to fixed charges 2.98x 3.32x 3.42x 3.18x 3.23x 3.29x
</TABLE>
<TABLE>
<CAPTION>
Ex12e
Idaho Power Company
Consolidated Financial Information
Supplemental Ratio of Earnings to Fixed Charges
Twelve Months
Twelve Months Ended December 31, Ended
(Thousands of Dollars) September 30,
1994 1995 1996 1997 1998 1999
<S> <C> <C> <C> <C> <C> <C>
Earnings, as defined:
Income before income taxes $ 109,173 $ 135,333 $ 142,710 $ 138,746 $ 140,984 $ 145,745
Adjust for distributed income of
equity investees 326 (2,058) (1,413) (3,943) (4,697) (3,431)
Equity in loss of equity method
investments 0 0 0 0 476 0
Minority interest in losses of
majority owned subsidiaries 0 0 0 0 (125) 0
Supplemental fixed charges, as
below 57,849 59,992 60,939 64,317 63,967 64,739
Total earnings, as defined $ 167,348 $ 193,267 $ 202,236 $ 199,120 $ 200,605 $ 207,053
Fixed charges, as defined:
Interest charges $ 54,433 $ 56,456 $ 57,348 $ 60,761 $ 60,593 $ 61,221
Rental interest factor 794 925 991 982 801 957
Total fixed charges 55,227 57,381 58,339 61,743 61,394 62,178
Supplemental increment to fixed
charges* 2,622 2,611 2,600 2,574 2,573 2,561
Total supplemental fixed
charges $ 57,849 $ 59,992 $ 60,939 $ 64,317 $ 63,967 $ 64,739
Supplemental ratio of earnings to
fixed charges 2.89x 3.22x 3.32 x 3.10x 3.14x 3.20x
*Explanation of increment - Interest on the guaranty of American Falls
Reservoir District bonds and Milner Dam, Inc. notes which are
already included in operation expenses.
</TABLE>
<TABLE>
<CAPTION>
Ex12f
Idaho Power Company
Consolidated Financial Information
Ratio of Earnings to Combined Fixed Charges and Preferred Dividends Requirements
Twelve Months
Twelve Months Ended December 31, Ended
(Thousands of Dollars) September 30,
1994 1995 1996 1997 1998 1999
<S> <C> <C> <C> <C> <C> <C>
Earnings, as defined:
Income before income taxes $ 109,173 $ 135,333 $ 142,710 $ 138,746 $ 140,984 $ 145,745
Adjust for distributed income of
equity investees 326 (2,058) (1,413) (3,943) (4,697) (3,431)
Equity in loss of equity method
investments 0 0 0 0 476 0
Minority interest in losses of
majority owned subsidiaries 0 0 0 0 (125) 0
Fixed charges, as below 55,227 57,381 58,339 61,743 61,394 62,178
Total earnings, as defined $ 164,726 $ 190,656 $ 199,636 $ 196,546 $ 198,032 $ 204,492
Fixed charges, as defined:
Interest charges $ 54,433 $ 56,456 $ 57,348 $ 60,761 $ 60,593 $ 61,221
Rental interest factor 794 925 991 982 801 957
Total fixed charges 55,227 57,381 58,339 61,743 61,394 62,178
Preferred stock dividends-gross
up Idaho Power rate 10,682 12,392 12,146 7,803 8,275 8,212
Total combined fixed charges
and preferred dividends $ 65,909 $ 69,773 $ 70,485 $ 69,546 $ 69,669 $ 70,390
Ratio of earnings to combined fixed
charges and preferred dividends 2.50x 2.73x 2.83x 2.83x 2.84x 2.91x
</TABLE>
<TABLE>
<CAPTION>
Ex12g
Idaho Power Company
Consolidated Financial Information
Supplemental Ratio of Earnings to Combined Fixed Charges and Preferred Dividends Requirements
Twelve Months
Twelve Months Ended December 31, Ended
(Thousands of Dollars) September 30,
1994 1995 1996 1997 1998 1999
<S> <C> <C> <C> <C> <C> <C>
Earnings, as defined:
Income before income taxes $ 109,173 $ 135,333 $ 142,710 $ 138,746 $ 140,984 $ 145,745
Adjust for distributed income of
equity investees 326 (2,058) (1,413) (3,943) (4,697) (3,431)
Equity in loss of equity method
investments 0 0 0 0 476 0
Minority interest in losses of
majority owned subsidiaries 0 0 0 0 (125) 0
Supplemental fixed charges and
preferred dividends, as below 57,849 59,992 60,939 64,317 63,967 64,739
Total earnings, as defined $ 167,348 $ 193,267 $ 202,236 $ 199,120 $ 200,605 $ 207,053
Fixed charges, as defined:
Interest charges $ 54,433 $ 56,456 $ 57,348 $ 60,761 $ 60,593 $ 61,221
Rental interest factor 794 925 991 982 801 957
Total fixed charges 55,227 57,381 58,339 61,743 61,394 62,178
Supplemental increment to fixed
charges* 2,622 2,611 2,600 2,574 2,573 2,561
Supplemental fixed charges 57,849 59,992 60,939 64,317 63,967 64,739
Preferred stock dividends-gross
up Idaho Power rate 10,682 12,392 12,146 7,803 8,275 8,212
Total combined supplemental
fixed charges and preferred
dividends $ 68,531 $ 72,384 $ 73,085 $ 72,120 $ 72,242 $ 72,951
Supplemental ratio of earnings to
combined fixed charges and
preferred dividends 2.44x 2.67x 2.77x 2.76x 2.78x 2.84x
*Explanation of increment - Interest on the guaranty of American Falls
Reservoir District bonds and Milner Dam, Inc. notes which are
already included in operation expenses.
</TABLE>
Exhibit 15
November 5, 1999
IDACORP, Inc.
Idaho Power Company
Boise, Idaho
We have made a review, in accordance with standards established by
the American Institute of Certified Public Accountants, of the
unaudited interim financial information of IDACORP, Inc. and
subsidiaries and Idaho Power Company and subsidiaries for the
periods ended September 30, 1999 and 1998, as indicated in our
reports dated October 29, 1999; because we did not perform an
audit, we expressed no opinion on that information.
We are aware that our reports referred to above, which are included
in your Quarterly Report on Form 10-Q for the quarter ended
September 30, 1999, are incorporated by reference in Idaho Power
Company's Registration Statement No. 33-51215 on Form S-3 and
IDACORP, Inc.'s Registration Statement Nos. 333-00139 and 333-64737
on Form S-3 and Registration Statement Nos. 33-56071, 333-89445 and
333-65157 on Form S-8.
We also are aware that the aforementioned reports, pursuant to Rule
436(c) under the Securities Act of 1933, are not considered a part
of the Registration Statements prepared or certified by an
accountant or a report prepared or certified by an accountant
within the meaning of Sections 7 and 11 of that Act.
DELOITTE & TOUCHE LLP
Boise, Idaho
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> UT
<LEGEND>
Ex27A
this schedule contains summary financial information extracted from IDACORP, and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> SEP-30-1999
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 1,728,351
<OTHER-PROPERTY-AND-INVEST> 140,267
<TOTAL-CURRENT-ASSETS> 305,169
<TOTAL-DEFERRED-CHARGES> 381,816
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 2,555,603
<COMMON> 451,112
<CAPITAL-SURPLUS-PAID-IN> 0
<RETAINED-EARNINGS> 298,287
<TOTAL-COMMON-STOCKHOLDERS-EQ> 749,399
0
105,856
<LONG-TERM-DEBT-NET> 728,339
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 13,510
<COMMERCIAL-PAPER-OBLIGATIONS> 11,630
<LONG-TERM-DEBT-CURRENT-PORT> 88,026
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 858,843
<TOT-CAPITALIZATION-AND-LIAB> 2,555,603
<GROSS-OPERATING-REVENUE> 501,200
<INCOME-TAX-EXPENSE> 37,799
<OTHER-OPERATING-EXPENSES> 361,705
<TOTAL-OPERATING-EXPENSES> 399,504
<OPERATING-INCOME-LOSS> 101,696
<OTHER-INCOME-NET> 21,580
<INCOME-BEFORE-INTEREST-EXPEN> 123,276
<TOTAL-INTEREST-EXPENSE> 50,515
<NET-INCOME> 72,761
0
<EARNINGS-AVAILABLE-FOR-COMM> 72,761
<COMMON-STOCK-DIVIDENDS> 52,395
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 168,753
<EPS-BASIC> 1.93
<EPS-DILUTED> 1.93
</TABLE>
<TABLE> <S> <C>
<ARTICLE> UT
<LEGEND>
Ex27B
this schedule contains summary financial information extracted from Idaho Power
Company and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> SEP-30-1999
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 1,726,138
<OTHER-PROPERTY-AND-INVEST> 113,923
<TOTAL-CURRENT-ASSETS> 240,748
<TOTAL-DEFERRED-CHARGES> 381,199
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 2,462,008
<COMMON> 94,031
<CAPITAL-SURPLUS-PAID-IN> 358,369
<RETAINED-EARNINGS> 271,838
<TOTAL-COMMON-STOCKHOLDERS-EQ> 724,238
0
105,856
<LONG-TERM-DEBT-NET> 728,339
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 13,510
<COMMERCIAL-PAPER-OBLIGATIONS> 10,165
<LONG-TERM-DEBT-CURRENT-PORT> 88,026
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 791,874
<TOT-CAPITALIZATION-AND-LIAB> 2,462,008
<GROSS-OPERATING-REVENUE> 501,200
<INCOME-TAX-EXPENSE> 37,480
<OTHER-OPERATING-EXPENSES> 361,705
<TOTAL-OPERATING-EXPENSES> 399,185
<OPERATING-INCOME-LOSS> 102,015
<OTHER-INCOME-NET> 20,364
<INCOME-BEFORE-INTEREST-EXPEN> 122,379
<TOTAL-INTEREST-EXPENSE> 45,428
<NET-INCOME> 76,951
4,121
<EARNINGS-AVAILABLE-FOR-COMM> 72,830
<COMMON-STOCK-DIVIDENDS> 52,443
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 165,846
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
