UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2000
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Exact name of registrants as
specified
in their charters, state of I.R.S.
Commission incorporation, address of Employer
File principal executive offices, Identification
Number and telephone number 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
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Web site: www.idacorpinc.com
None
Former name, former address and former fiscal year, if
changed since last report.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes X No
Number of shares of Common Stock outstanding as of June 30,
2000:
IDACORP, Inc.: 37,612,351
Idaho Power Company: 37,612,351 shares, all of which are held by
IDACORP, Inc.
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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 26-32
Part II. Other Information:
Item 4. Submission of Matters to a Vote of 33-34
Security Holders
Item 6. Exhibits and Reports on Form 8-K 35-38
Signatures 39-40
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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 Utility 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.
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
IDACORP, Inc.
Consolidated Statements of Income
Three Months Ended
June 30,
2000 1999
(Thousands of Dollars except
for per share amounts)
REVENUES:
General business $139,168 $129,530
Off system sales 64,054 29,520
Other revenues 9,859 6,022
Total revenues 213,081 165,072
EXPENSES:
Operation:
Purchased power 101,630 22,527
Fuel expense 20,056 18,854
Power cost adjustment (21,943) 6,192
Other 37,885 41,196
Maintenance 13,902 11,499
Depreciation 19,949 19,404
Taxes other than income taxes 5,463 5,676
Total expenses 176,942 125,348
INCOME FROM OPERATIONS 36,139 39,724
OTHER INCOME:
Allowance for equity funds used
during construction 635 230
Energy marketing activities - Net 28,037 7,096
Other - Net 123 1,893
Total other income 28,795 9,219
INTEREST EXPENSE AND OTHER:
Interest on long-term debt 13,253 13,758
Other interest 1,989 2,200
Allowance for borrowed funds used
during construction (525) (134)
Preferred dividends of Idaho
Power Company 1,484 1,352
Total interest expense and
other 16,201 17,176
INCOME BEFORE INCOME TAXES 48,733 31,767
INCOME TAXES 16,211 10,525
NET INCOME $ 32,522 $ 21,242
AVERAGE COMMON SHARES OUTSTANDING
(000) 37,612 37,612
EARNINGS PER SHARE OF COMMON STOCK
basic and diluted) $ 0.86 $ 0.56
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The accompanying notes are an integral part of these statements.
IDACORP, Inc.
Consolidated Statements of Income
Six Months Ended
June 30,
2000 1999
(Thousands of Dollars except
for per share amounts)
REVENUES:
General business $262,382 $259,222
Off-system sales 99,979 67,031
Other revenues 17,053 12,969
Total revenues 379,414 339,222
EXPENSES:
Operation:
Purchased power 114,519 40,415
Fuel expense 44,715 40,875
Power cost adjustment (18,685) 15,198
Other 73,121 73,964
Maintenance 22,912 19,382
Depreciation 39,836 38,575
Taxes other than income taxes 10,890 11,259
Total expenses 287,308 239,668
INCOME FROM OPERATIONS 92,106 99,554
OTHER INCOME:
Allowance for equity funds used
during construction 1,091 387
Gain on sale of asset 14,000 -
Energy marketing activities -
Net 36,560 7,843
Other - Net 3,553 4,126
Total other income 55,204 12,356
INTEREST EXPENSE AND OTHER:
Interest on long-term debt 26,415 27,153
Other interest 4,686 4,429
Allowance for borrowed funds
used during construction (1,012) (358)
Preferred dividends of
Idaho Power Company 2,912 2,720
Total interest expense and
other 33,001 33,944
INCOME BEFORE INCOME TAXES 114,309 77,966
INCOME TAXES 39,707 27,224
NET INCOME $ 74,602 $ 50,742
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AVERAGE COMMON SHARES OUTSTANDING
(000) 37,612 37,612 EARNINGS PER SHARE OF COMMON STOCK (basic and diluted) $ 1.98 $ 1.35 |
The accompanying notes are an integral part of these statements.
IDACORP, Inc.
Consolidated Balance Sheets
Assets
June 30, December 31,
2000 1999
(Thousands of Dollars)
ELECTRIC PLANT:
In service (at original cost) $2,749,748 $2,726,026
Accumulated provision for
depreciation (1,110,710) (1,073,722)
In service - Net 1,639,038 1,652,304
Construction work in progress 118,107 91,637
Held for future use 2,018 1,742
Electric plant - Net 1,759,163 1,745,683
INVESTMENTS AND OTHER PROPERTY 160,643 146,019
CURRENT ASSETS:
Cash and cash equivalents 43,669 111,338
Receivables:
Customer 139,331 98,923
Allowance for uncollectible
accounts (1,397) (1,397)
Notes 7,046 4,353
Employee notes 4,326 4,105
Other 6,623 7,764
Energy marketing assets 377,479 37,398
Accrued unbilled revenues 42,397 31,994
Materials and supplies (at
average cost) 30,471 29,611
Fuel stock (at average cost) 8,350 9,329
Prepayments 20,054 16,097
Regulatory assets associated
with income taxes 3,232 893
Total current assets 681,581 350,408
DEFERRED DEBITS:
American Falls and Milner water
rights 31,585 31,585
Company-owned life insurance 39,048 40,480
Regulatory assets associated
with income taxes 212,111 214,782
Regulatory assets - other 66,840 52,759
Other 59,859 55,277
Total deferred debits 409,443 394,883
TOTAL $3,010,830 $2,636,993
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The accompanying notes are an integral part of these statements.
IDACORP, Inc.
Consolidated Balance Sheets
Capitalization and Liabilities
June 30, December 31,
2000 1999
(Thousands of Dollars)
CAPITALIZATION:
Common stock equity:
Common stock without par
value (shares authorized
120,000,000; shares
outstanding - 37,612,351) $ 449,800 $ 451,343
Retained earnings 339,774 300,093
Accumulated other
comprehensive income 2,277 1,534
Total common stock equity 791,851 752,970
Preferred stock of Idaho Power
Company 105,583 105,811
Long-term debt 821,073 821,558
Total capitalization 1,718,507 1,680,339
CURRENT LIABILITIES:
Long-term debt due within one
year 8,155 89,101
Notes payable 25,458 19,757
Accounts payable 195,068 145,737
Energy marketing liabilities 378,329 33,814
Taxes accrued 23,707 21,313
Interest accrued 16,869 19,126
Deferred income taxes 3,232 893
Other 33,024 16,696
Total current liabilities 683,842 346,437
DEFERRED CREDITS:
Regulatory liabilities associated
with deferred investment
tax credits 66,742 67,433
Deferred income taxes 435,448 430,468
Regulatory liabilities
associated with income taxes 33,506 33,817
Regulatory liabilities - other 5,438 3,363
Other 67,347 75,136
Total deferred credits 608,481 610,217
COMMITMENTS AND CONTINGENT
LIABILITIES
TOTAL $3,010,830 $2,636,993
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The accompanying notes are an integral part of these statements.
IDACORP, Inc.
Consolidated Statements of Capitalization
June 30, December 31,
2000 % 1999 %
(Thousands of Dollars)
COMMON STOCK EQUITY:
Common stock $ 449,800 $ 451,343
Retained earnings 339,774 300,093
Accumulated other comprehensive
income 2,277 1,534
Total common stock equity 791,851 46 752,970 45
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PREFERRED STOCK OF IDAHO POWER
COMPANY:
4% preferred stock 15,583 15,811
7.68% Series, serial preferred
stock 15,000 15,000
7.07% Series, serial preferred
stock 25,000 25,000
Auction rate preferred stock 50,000 50,000
Total preferred stock 105,583 6 105,811 6
LONG-TERM DEBT:
First mortgage bonds:
8.65 %Series due 2000 - 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
7.20 % Series due 2009 80,000 80,000
Maturing 2021 through 2031 with
rates ranging from 7.5% to
9.52% 230,000 230,000
Total first mortgage bonds 557,000 637,000
Amount due within one year - (80,000)
Net first mortgage bonds 557,000 557,000
Pollution control revenue
bonds:
7 1/4%Series due 2008 4,360 4,360
8.30 %Series 1984 due 2014 49,800 49,800
6.05 %Series 1996A due 2026 68,100 68,100
Variable Rate Series 1996B
due 2026 24,200 24,200
Variable Rate Series 1996C
due 2026 24,000 24,000
Variable Rate Series 2000
due 2027 4,360 -
Total pollution control
revenue bonds 174,820 170,460
REA notes 1,377 1,415
Amount due within one year (77) (76)
Net REA notes 1,300 1,339
American Falls Bond guarantee 19,885 19,885
Milner Dam note guarantee 11,700 11,700
Unamortized premium/discount - Net (1,397) (1,441)
Debt related to investments in
affordable housing with
rates ranging from 6.03% - 8.59%
due 2000 to 2011 65,373 71,183
Amount due within one year (8,078) (9,025)
Net affordable housing debt 57,295 62,158
Other subsidiary debt 470 457
Total long-term debt 821,073 48 821,558 49
TOTAL CAPITALIZATION $1,718,507 100 $1,680,339 100
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The accompanying notes are an integral part of these statements.
IDACORP, Inc.
Consolidated Statements of Cash Flows
Six Months Ended
June 30,
2000 1999
(Thousands of Dollars)
OPERATING ACTIVITIES:
Net income $ 74,602 $ 50,742
Adjustments to reconcile net
income to net cash provided
by operating activities:
Unrealized losses from
energy marketing activities 4,434 29
Gain on sale of asset (14,000) -
Depreciation and amortization 48,490 47,717
Deferred taxes and investment
tax credits 6,669 (2,282)
Undistributed earnings of
affiliates (6,495) (1,438)
Accrued PCA costs (18,962) 15,122
Change in:
Accounts receivable and
prepayments (46,138) (11,628)
Accrued unbilled revenue (10,403) 1,024
Materials and supplies and
fuel stock 119 (4,467)
Accounts payable 49,331 (11,461)
Taxes accrued 2,394 2,589
Other current assets and
liabilities 7,208 2,778
Other - net 399 (3,280)
Net cash provided by operating
activities 97,648 85,445
INVESTING ACTIVITIES:
Additions to utility plant (53,838) (51,517)
Investments in affordable
housing projects (10,704) (10,591)
Proceeds from sale of asset 17,500 -
Investments in Company - owned - (6,749)
life insurance
Other - net (5,809) (1,915)
Net cash used in investing
activities (52,851) (70,772)
FINANCING ACTIVITIES:
Proceeds from issuance of:
Pollution control revenue bonds 4,360 -
Long-term debt related to
affordable housing projects 4,335 7,271
Retirement of:
Long-term debt related to
affordable housing projects (10,145) (4,279)
First mortgage bonds (80,000) -
Dividends on common stock (34,921) (34,931)
Increase in short-term 5,701 9,626
borrowings
Other - net (1,796) (556)
Net cash used in financing
activities (112,466) (22,869)
Net decrease in cash and cash
equivalents (67,669) (8,196)
Cash and cash equivalents at
beginning of period 111,338 22,867
Cash and cash equivalents at end
of period $ 43,669 $ 14,671
SUPPLEMENTAL DISCLOSURE OF CASH
FLOW INFORMATION:
Cash paid during the period
for:
Income taxes $ 28,364 $ 24,784
Interest (net of amount
capitalized) $ 31,204 $ 30,095
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The accompanying notes are an integral part of these statements.
IDACORP, Inc.
Consolidated Statements of Comprehensive Income
Three Months Ended
June 30,
2000 1999
(Thousands of Dollars)
NET INCOME $32,522 $21,242
OTHER COMPREHENSIVE INCOME:
Unrealized gains on securities
(net of tax of ($184)) 606 -
TOTAL COMPREHENSIVE INCOME $33,128 $21,242
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Six Months Ended
June 30,
2000 1999
(Thousands of Dollars)
NET INCOME $74,602 $50,742
OTHER COMPREHENSIVE INCOME:
Unrealized gains on securities
(net of tax of ($95)) 743 -
TOTAL COMPREHENSIVE INCOME $75,345 $50,742
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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). IPC is regulated by the FERC and the state
regulatory commissions of Idaho, Oregon, Nevada and Wyoming
and is engaged in the generation, transmission,
distribution, sale and purchase of electric energy.
Financial Statements
In the opinion of the Company, the accompanying unaudited
consolidated financial statements contain all adjustments
necessary to present fairly its consolidated financial
position as of June 30, 2000, and its consolidated results
of operations for the three and six months ended June 30,
2000 and 1999 and cash flows for the six months ended June
30, 2000 and 1999. 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, 1999. 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.
Derivative Financial Instruments
The Company uses financial instruments such as commodity
futures, forwards, options and swaps to manage exposure to
commodity price risk in the electricity and natural gas
markets. The objective of the Company's risk management
program is to mitigate the risk associated with the purchase
and sale of electricity and natural gas as well as to
optimize its energy marketing portfolio. The accounting for
derivative financial instruments that are used to manage
risk 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 Emerging Issues
Task Force (EITF) 98-10, "Accounting for Contracts Involved
in Energy Trading Activities." EITF 98-10 was adopted
effective January 1, 1999 resulting in an adjustment to net
income that was not material.
Energy trading contracts as defined by EITF 98-10 are reported at fair value on the balance sheet with the resulting gains and losses reported on the income statement. Cash flows from energy trading contracts are recognized in the statement of cash flows as an operating activity.
Reclassifications
Certain items previously reported for periods prior to June
30, 2000 have been reclassified to conform with the current
period's presentation. Net income was not affected by these
reclassifications.
2. INCOME TAXES
The Company's effective tax rate for the first six months decreased from 34.9 percent in 1999 to 34.7 percent in 2000. Reconciliations between the statutory income tax rate and the effective rates are as follows (in thousands of
dollars):
Six Months Ended June 30,
2000 1999
Amount Rate Amount Rate
Computed income taxes based
on statutory
federal income tax rate $ 40,008 35.0% $ 27,288 35.0%
Changes in taxes resulting
from:
Investment tax credits (1,542) (1.4) (1,481) (1.9)
Repair allowance (1,400) (1.2) (1,137) (1.5)
Pension expense (950) (0.8) 7 0.0
State income taxes 5,607 4.9 4,230 5.4
Depreciation 3,461 3.0 2,662 3.4
Tax credits (5,499) (4.8) (4,222) (5.4)
Preferred dividends of IPC 1,019 0.9 952 1.2
Other (997) (0.9) (1,075) (1.3)
Total $ 39,707 34.7% $ 27,224 34.9%
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3. PREFERRED STOCK OF IDAHO POWER COMPANY:
The number of shares of IPC preferred stock outstanding were as follows:
June 30, December 31,
2000 1999
Cumulative, $100 par value:
4% preferred stock (authorized
215,000 shares) 155,827 158,112
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
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4. FINANCING:
The Company currently has a $300.0 million shelf registration statement that can be used for the issuance of unsecured debt securities and preferred or common stock. At June 30, 2000, none had been issued.
On March 23, 2000, IPC filed a $200.0 million shelf registration statement that can be used for first mortgage bonds (including medium term notes), unsecured debt, or preferred stock.
On January 1, 2000, IPC redeemed at maturity, $80.0 million 8.65% First Mortgage Bonds using funds from the issuance of $80.0 million Secured Medium Term Notes, Series B, 7.20% issued on November 23, 1999.
On April 26, 2000, at the Company's request, the American Falls Reservoir District issued its American Falls Refunding Replacement Dam Bonds, Series 2000, in the aggregate principal amount of $19.9 million for the purpose of refunding on April 26, 2000, a like amount of its bonds dated May 1, 1990. The Company has guaranteed repayment of these bonds.
On May 17, 2000, tax exempt Pollution Control Revenue Refunding Bonds Series 2000 in the aggregate principal amount of $4.4 million were issued by Port of Morrow, Oregon for the purpose of refunding on August 1, 2000, a like amount of its Pollution Control Revenue Bonds, Series 1978.
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 $9.2 million at June 30, 2000. 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 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 its Idaho retail electric 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 IPUC approved IPC's May 16, 2000 PCA adjustment, issuing Order 28358 dated May 9, 2000. This rate adjustment increased Idaho general business customer rates by 9.5 percent, and results from forecasted below-average hydroelectric generating conditions (see "Streamflow Conditions" below). Overall, IPC's annual general business revenues are expected to increase by $38 million during the 2000-2001 rate period, to partially offset the forecasted increase in power supply costs.
So far in the 2000-2001 PCA rate year, actual power supply costs have been greater than the forecast, due to actual hydroelectric generation being below the forecast, and purchased power volumes and prices being above the forecast. To account for these higher-than-forecasted costs, IPC has recorded a regulatory asset of $20.3 million as of June 30, 2000.
Regulatory Settlement
IPC had a settlement agreement with the IPUC that expired at
the end of 1999. Under the terms of the settlement, when
earnings in IPC's Idaho jurisdiction exceeded an 11.75
percent return on year-end common equity, IPC set aside 50
percent of the excess for the benefit of Idaho retail
customers.
In March 2000 IPC submitted its 1999 annual earnings sharing compliance filing to the IPUC. This filing indicated that there was almost $9.6 million in 1999 earnings and $2.7 million in unused 1998 reserve balances available for the benefit of our Idaho customers.
In April 2000 the IPUC issued Order 28333, which ordered that $6.9 million of the revenue sharing balance be refunded to Idaho customers through rate reductions effective May 16, 2000. The Order also approved IPC's continued participation in the Northwest Energy Efficiency Alliance (NEEA) for the years 2000-2004, ordering IPC to set aside the remaining $5.4 million of revenue sharing dollars to fund that participation.
DSM (Conservation) Expenses
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. In 2000, the Idaho Supreme Court
affirmed the IPUC order, after hearing an appeal by a group
of industrial customers.
7. NEW ACCOUNTING PRONOUNCEMENTS:
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. In June 2000, SFAS No. 138 "Accounting for Certain Derivative Instruments and Certain Hedging Activities, an amendment of FASB Statement No. 133" was issued. The Company is reviewing SFAS No. 133 and SFAS No. 138 to determine their effect on the Company's financial position and results of operations. The Company will adopt this standard on January 1, 2001.
8. DERIVATIVE FINANCIAL INSTRUMENTS:
The following table shows a summary of the notional amounts of the Company's forward exposure (including both sales and purchases) as of June 30, 2000 and December 31, 1999. The maximum term related to any forward position is five years.
June 30, 2000 December 31, 1999
Gas Electricity Gas Electricity
MMbtu's MWh's MMbtu's MWh's
Total gross
notional
volume 444,536 22,556 112,513 10,818
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The following table displays the fair values of the Company's energy marketing assets and liabilities at June 30, 2000 and December 31, 1999 and the average values for the six months ended June 30, 2000 (in thousands of
dollars):
Balance at June 30, Six Months Average Balance at
2000 Balance December 31, 1999
Assets Liabilities Assets Liabilities Assets Liabilities
Gas $ 85,925 $ 86,732 $ 52,872 $ 53,343 $ 8,302 $ 8,220
Electricity 291,554 291,597 122,427 116,425 29,096 25,594
Total $377,479 $378,329 $175,299 $169,768 $ 37,398 $ 33,814
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Notional amounts listed above reflect the volume of energy related to transactions with counterparties, but do not measure exposure to market or credit risks. The maximum term detailed above also is not indicative of likely future cash flows as positions may be offset in the markets at any time to meet risk management guidelines.
9. INDUSTRY SEGMENT INFORMATION:
IDACORP's principal operating segment is the regulated utility operations of IPC. 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's marketing segment includes electricity and natural gas commodity trading, home security, internet and satellite television services, and energy-related products and services.
The Company also is involved in the development and sale of clean-energy products, including fuel cell and photovoltaic systems, invests in projects generating tax credits, and manages and develops independent power projects.
The following table summarizes IDACORP's segment information:
IPC Total
Utility Marketing Other Enterprise
(Thousands of Dollars)
Three months ended
June 30, 2000:
Revenues $ 213,081 $ - $ - $ 213,081
Net income 12,762 17,499 2,261 32,522
Total assets at
June 30, 2000 $2,348,688 $ 485,812 $ 176,330 $3,010,830
Three months ended
June 30, 1999:
Revenues $ 165,072 $ - $ - $ 165,072
Net income 15,482 4,486 1,274 21,242
Total assets at
December 31, 1999 $2,355,907 $ 129,275 $ 151,811 $2,636,993
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IPC Total
Utility Marketing Other Enterprise
(Thousands of Dollars)
Six months ended
June 30, 2000:
Revenues $ 379,414 $ - $ - $ 379,414
Net income 37,856 22,664 14,082 74,602
Six months ended
June 30, 1999:
Revenues $ 339,222 $ - $ - $ 339,222
Net income 42,235 4,590 3,917 50,742
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INDEPENDENT ACCOUNTANTS' REPORT
IDACORP, Inc.
Boise, Idaho
We have reviewed the accompanying consolidated balance sheet and statement of capitalization of IDACORP, Inc. and subsidiaries as of June 30, 2000, and the related consolidated statements of income and comprehensive income for the three and six month periods ended June 30, 2000 and 1999 and consolidated statements of cash flows for the six month periods ended June 30, 2000 and 1999. 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 auditing standards generally accepted in the United States of America, 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 accounting principles generally accepted in the United States of America.
We have previously audited, in accordance with auditing standards generally accepted in the United States of America, the consolidated balance sheet and statement of capitalization of IDACORP, Inc. and subsidiaries as of December 31, 1999, 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 31, 2000, 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, 1999 is fairly stated, in all material respects, in relation to the consolidated balance sheet and statement of capitalization from which it has been derived.
DELOITTE & TOUCHE LLP
Boise, Idaho
July 25, 2000
Idaho Power Company Consolidated Statements of Income
Three Months Ended
June 30,
2000 1999
(Thousands of Dollars)
REVENUES:
General business $ 139,168 $ 129,530
Off system sales 64,054 29,520
Other revenues 9,859 6,022
Total revenues 213,081 165,072
EXPENSES:
Operation:
Purchased power 101,630 22,527
Fuel expense 20,056 18,854
Power cost adjustment (21,943) 6,192
Other 37,885 41,196
Maintenance 13,902 11,499
Depreciation 19,949 19,404
Taxes other than income taxes 5,463 5,676
Total expenses 176,942 125,348
INCOME FROM OPERATIONS 36,139 39,724
OTHER INCOME:
Allowance for equity funds used
during construction 635 230
Energy marketing activities - 25,981 7,860
Net
Other - Net 2,355 788
Total other income 28,971 8,878
INTEREST CHARGES:
Interest on long-term debt 13,226 13,720
Other interest 914 1,741
Allowance for borrowed funds
used during construction (525) (134)
Total interest charges 13,615 15,327
INCOME BEFORE INCOME TAXES 51,495 33,275
INCOME TAXES 19,341 10,479
NET INCOME 32,154 22,796
Dividends on preferred stock 1,484 1,352
EARNINGS ON COMMON STOCK $ 30,670 $ 21,444
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The accompanying notes are an integral part of these statements.
Idaho Power Company Consolidated Statements of Income
Six Months Ended
June 30,
2000 1999
(Thousands of Dollars)
REVENUES:
General business $262,382 $259,222
Off system sales 99,979 67,031
Other revenues 17,053 12,969
Total revenues 379,414 339,222
EXPENSES:
Operation:
Purchased power 114,519 40,415
Fuel expense 44,715 40,875
Power cost adjustment (18,685) 15,198
Other 73,121 73,964
Maintenance 22,912 19,382
Depreciation 39,836 38,575
Taxes other than income taxes 10,890 11,259
Total expenses 287,308 239,668
INCOME FROM OPERATIONS 92,106 99,554
OTHER INCOME:
Allowance for equity funds
used during construction 1,091 387
Energy marketing activities -
Net 33,705 8,586
Other - Net 7,081 2,739
Total other income 41,877 11,712
INTEREST CHARGES:
Interest on long-term debt 26,358 27,080
Other interest 2,391 3,903
Allowance for borrowed funds
used during construction (1,012) (358)
Total interest charges 27,737 30,625
INCOME BEFORE INCOME TAXES 106,246 80,641
INCOME TAXES 40,366 27,061
NET INCOME 65,880 53,580
Dividends on preferred stock 2,912 2,720
EARNINGS ON COMMON STOCK $ 62,968 $ 50,860
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The accompanying notes are an integral part of these statements.
Idaho Power Company Consolidated Balance Sheets
Assets
June 30, December 31,
2000 1999
(Thousands of Dollars)
ELECTRIC PLANT:
In service (at original cost) $2,749,748 $2,726,026
Accumulated provision for
depreciation (1,110,710) (1,073,722)
In service - Net 1,639,038 1,652,304
Construction work in progress 118,064 88,348
Held for future use 2,018 1,742
Electric plant - Net 1,759,120 1,742,394
INVESTMENTS AND OTHER PROPERTY 27,020 117,759
CURRENT ASSETS:
Cash and cash equivalents 7,806 95,038
Receivables:
Customer 111,019 83,412
Allowance for uncollectible
accounts (1,397) (1,397)
Notes 2,886 345
Employee notes 4,326 4,105
Related parties - 195
Other 3,964 7,095
Energy marketing assets 291,554 29,096
Accrued unbilled revenues 42,397 31,994
Materials and supplies (at
average cost) 26,222 28,960
Fuel stock (at average cost) 8,350 9,329
Prepayments 19,856 16,054
Regulatory assets associated
with income taxes 3,232 893
Total current assets 520,215 305,119
DEFERRED DEBITS:
American Falls and Milner water
rights 31,585 31,585
Company-owned life insurance 39,048 40,480
Regulatory assets associated
with income taxes 212,111 214,782
Regulatory assets - other 66,840 52,759
Other 56,998 54,496
Total deferred debits 406,582 394,102
TOTAL $2,712,937 $2,559,374
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The accompanying notes are an integral part of these statements.
Idaho Power Company Consolidated Balance Sheets
Capitalization and Liabilities
June 30, December 31,
2000 1999
(Thousands of Dollars)
CAPITALIZATION:
Common stock equity:
Common stock, $2.50 par value
(50,000,000 shares
authorized; 37,612,351 shares
outstanding) $ 94,031 $ 94,031
Premium on capital stock 362,278 362,203
Capital stock expense (3,814) (3,819)
Retained earnings 280,138 274,181
Accumulated other
comprehensive income 2,277 1,534
Total common stock equity 734,910 728,130
Preferred stock 105,583 105,811
Long-term debt 763,308 821,558
Total capitalization 1,603,801 1,655,499
CURRENT LIABILITIES:
Long-term debt due within one
year 77 89,101
Notes payable 14,500 19,757
Accounts payable 130,371 95,125
Notes and accounts payable to
related parties 6,497 10,076
Energy marketing liabilities 291,598 25,594
Taxes accrued 15,553 21,773
Interest accrued 14,643 19,122
Deferred income taxes 3,232 893
Other 32,835 16,069
Total current liabilities 509,306 297,510
DEFERRED CREDITS:
Regulatory liabilities
associated with deferred
investment tax credits 66,742 67,433
Deferred income taxes 428,645 428,923
Regulatory liabilities
associated with income taxes 33,506 33,817
Regulatory liabilities - other 5,438 3,363
Other 65,499 72,829
Total deferred credits 599,830 606,365
COMMITMENTS AND CONTINGENT
LIABILITIES
TOTAL $2,712,937 $2,559,374
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The accompanying notes are an integral part of these statements.
Idaho Power Company Consolidated Statements of Capitalization
June 30, December 31,
2000 % 1999 %
(Thousands of Dollars)
COMMON STOCK EQUITY:
Common stock $ 94,031 $ 94,031
Premium on capital stock 362,278 362,203
Capital stock expense (3,814) (3,819)
Retained earnings 280,138 274,181
Accumulated other comprehensive
income 2,277 1,534
Total common stock equity 734,910 46 728,130 44
PREFERRED STOCK:
4% preferred stock 15,583 15,811
7.68% Series, serial preferred
stock 15,000 15,000
7.07% Series, serial preferred
stock 25,000 25,000
Auction rate preferred stock 50,000 50,000
Total preferred stock 105,583 6 105,811 6
LONG-TERM DEBT:
First mortgage bonds:
8.65 %Series due 2000 - 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
7.20 %Series due 2009 80,000 80,000
Maturing 2021 through
2031 with rates ranging
from 7.5% to 9.52% 230,000 230,000
Total first mortgage bonds 557,000 637,000
Amount due within one year - (80,000)
Net first mortgage bonds 557,000 557,000
Pollution control revenue
bonds:
7 1/4%Series due 2008 4,360 4,360
8.30 %Series 1984 due 2014 49,800 49,800
6.05 %Series 1996A due 2026 68,100 68,100
Variable Rate Series 1996B
due 2026 24,200 24,200
Variable Rate Series 1996C
due 2026 24,000 24,000
Variable Rate Series 2000
due 2027 4,360 -
Total pollution control
revenue bonds 174,820 170,460
REA notes 1,377 1,415
Amount due within one year (77) (76)
Net REA notes 1,300 1,339
American Falls bond guarantee 19,885 19,885
Milner Dam note guarantee 11,700 11,700
Debt related to investments in
affordable housing with
rates ranging from 6.03% to
8.77% due 2000 to 2010 - 71,183
Amount due within one year - (9,025)
Net affordable housing debt - 62,158
Other subsidiary debt - 457
Unamortized premium/discount - Net (1,397) (1,441)
Total long-term debt 763,308 48 821,558 50
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TOTAL CAPITALIZATION $1,603,801 100 $1,655,499 100
The accompanying notes are an integral part of these statements.
Idaho Power Company Consolidated Statements of Cash Flows
Six Months Ended
June 30,
2000 1999
(Thousands of Dollars)
OPERATING ACTIVITIES:
Net income $ 65,880 $ 53,580
Adjustments to reconcile net income
to net cash:
Unrealized losses from energy
marketing activities 3,545 4,285
Depreciation and amortization 44,895 47,592
Deferred taxes and investment tax
credits 6,118 (2,105)
Undistributed earnings of
affiliate (4,151) (1,189)
Accrued PCA costs (18,962) 15,122
Change in:
Accounts receivable and (33,684) 1,798
prepayments
Accrued unbilled revenue (10,403) 1,024
Materials and supplies and fuel
stock 763 (4,267)
Accounts payable 38,126 (3,414)
Taxes accrued (5,756) 2,242
Other current assets and 7,256 2,369
liabilities
Other - net (426) (10,777)
Net cash provided by
operating activities 93,201 106,260
INVESTING ACTIVITIES:
Additions to utility plant (53,838) (50,249)
Investments in affordable housing
projects - (10,591)
Investments in Company - owned life
insurance - (6,749)
Net cash of affiliates transferred
to parent (4,737) -
Other - net (3,733) 2,803
Net cash used in investing
activities (62,308) (64,786)
FINANCING ACTIVITIES:
Issuance of:
Long-term debt related to
affordable housing projects - 7,271
Pollution control revenue bonds 4,360 -
Retirement of:
First mortgage bonds (80,000) -
Long-term debt related to
affordable housing projects - (4,279)
Dividends on common stock (34,921) (34,979)
Dividends on preferred stock (2,912) (2,720)
Decrease in short-term borrowings (4,467) (21,232)
Other - net (185) (56)
Net cash used in financing
activities (118,125) (55,995)
Net decrease in cash and cash (87,232) (14,521)
equivalents
Cash and cash equivalents at beginning
of period 95,038 20,029
Cash and cash equivalents at end of
period $ 7,806 $ 5,508
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Cash paid during the period for:
Income taxes $ 30,788 $ 23,844
Interest (net of amount
capitalized) $ 29,331 $ 29,466
Net assets of affiliates
transferred to parent $ 22,090 $ -
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The accompanying notes are an integral part of these statements.
Idaho Power Company Consolidated Statements of Comprehensive Income
Three Months Ended
June 30,
2000 1999
(Thousands of Dollars)
NET INCOME $ 32,154 $ 22,796
OTHER COMPREHENSIVE INCOME:
Unrealized gains on securities
(net of tax of ($184)) 606 -
TOTAL COMPREHENSIVE INCOME $ 32,760 $ 22,796
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Six Months Ended
June 30,
2000 1999
(Thousands of Dollars)
NET INCOME $ 65,880 $ 53,580
OTHER COMPREHENSIVE INCOME:
Unrealized gains on securities
(net of tax of ($95)) 743 -
TOTAL COMPREHENSIVE INCOME $ 66,623 $ 53,580
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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 subsidiaries (IPC). On January 1, 2000 IPC's ownership interests in two subsidiaries were transferred to IDACORP at book value. IPC's consolidated balance sheet as of December 31, 1999 included total assets of $108 million and net assets of $22 million, and the consolidated statements of income for the quarter and six months ended June 30, 1999 included net income of $525 thousand and $840 thousand, respectively, attributable to the transferred subsidiaries.
Except as modified below, the Notes to the Consolidated Financial Statements of IDACORP also contained in this Form 10-Q are incorporated herein by reference insofar as they relate to IPC.
Note 1 - Summary of Significant Accounting Policies
Note 3 - Preferred Stock of Idaho Power Company
Note 4 - Financing
Note 5 - Commitments and Contingent Liabilities
Note 6 - Regulatory Issues
Note 7 - New Accounting Pronouncement
2. INCOME TAXES:
IPC's effective tax rate for the first six months increased from 33.6 percent in 1999 to 38.0 percent in 2000. Reconciliations between the statutory income tax rate and the effective rates are as follows (in thousands of
dollars):
Six Months Ended June 30,
2000 1999
Amount Rate Amount Rate
Computed income taxes based
on statutory
federal income tax rate $ 37,186 35.0% $ 28,224 35.0%
Changes in taxes resulting
from:
Investment tax credits (1,542) (1.4) (1,481) (1.8)
Repair allowance (1,400) (1.3) (1,137) (1.4)
Pension expense (950) (0.9) 7 0.0
State income taxes 5,145 4.8 4,230 5.2
Depreciation 3,461 3.3 2,662 3.3
Affordable housing tax - - (4,222) (5.2)
credits
Other (1,534) (1.5) (1,222) (1.5)
Total $ 40,366 38.0% $ 27,061 33.6%
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8. DERIVATIVE FINANCIAL INSTRUMENTS:
The following table shows a summary of the notional amounts of IPC's forward exposure (including both sales and purchases) as of June 30, 2000 and December 31, 1999. The maximum term related to any forward position is five years.
June 30, 2000 December 31, 1999
Electricity Electricity
MWh's MWh's
Total gross
notional volume 22,556 10,818
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The following table displays the fair value of IPC's energy marketing assets and liabilities (all electricity) at June 30, 2000 and December 31, 1999 and the average values for the six months ended June 30, 2000 (in thousands of
dollars):
Balance at June 30, 2000 Six Months Average Balance at December 31,
Balance 1999
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Assets Liabilities Assets Liabilities Assets Liabilities $291,554 $291,598 $122,427 $116,425 $ 29,096 $ 25,594
9. INDUSTRY SEGMENT INFORMATION:
IPC's principal operating segment is its regulated electric operations, including 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
The Company's marketing segment represents its electricity commodity trading.
The following table summarizes IPC's segment information:
Regulated
Electric Total
Operations Marketing Other Enterprise
(Thousands of Dollars)
Three months ended
June 30, 2000:
Revenues $ 213,081 $ - $ - $ 213,081
Net income 14,246 16,195 1,713 32,154
Total assets at June
30, 2000 $2,348,688 $ 336,288 $ 27,961 $2,712,937
Three months ended
June 30, 1999:
Revenues $ 165,072 $ - $ - $ 165,072
Net income 16,834 4,858 1,104 22,796
Total assets at
December 31, 1999 $2,355,907 $ 72,023 $ 131,444 $2,559,374
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Regulated
Electric Total
Operations Marketing Other Enterprise
(Thousands of Dollars)
Six months ended June
30, 2000:
Revenues $ 379,414 $ - $ - $ 379,414
Net income 40,768 20,840 4,272 65,880
Six months ended June
30, 1999:
Revenues $ 339,222 $ - $ - $ 339,222
Net income 44,955 5,302 3,323 53,580
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INDEPENDENT ACCOUNTANTS' REPORT
Idaho Power Company
Boise, Idaho
We have reviewed the accompanying consolidated balance sheet and statement of capitalization of Idaho Power Company and subsidiaries as of June 30, 2000, and the related consolidated statements of income and comprehensive income for the three and six month periods ended June 30, 2000 and 1999 and consolidated statements of cash flows for the six month periods ended June 30, 2000 and 1999. 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 auditing standards generally accepted in the United States of America, 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 accounting principles generally accepted in the United States of America.
We have previously audited, in accordance with auditing standards generally accepted in the United States of America, the consolidated balance sheet and statement of capitalization of Idaho Power Company and subsidiaries as of December 31, 1999, 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 31, 2000, 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, 1999 is fairly stated, in all material respects, in relation to the consolidated balance sheet and statement of capitalization from which it has been derived.
DELOITTE & TOUCHE LLP
Boise, Idaho
July 25, 2000
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. Except where we indicate otherwise, this discussion explains the material changes in results of operations and the financial condition of both IDACORP 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, 1999. This discussion should be read in conjunction with the discussion in the annual report.
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;
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:
Quarter ended June 30, 2000 vs. Quarter ended June 30, 1999:
Earnings per share of IDACORP Common Stock:
Earnings per share (EPS) of IDACORP common stock (basic and
diluted) was $0.86 for the quarter ended June 30, 2000, an
increase of $0.30 over the same quarter last year. The
increase in EPS was due primarily to improved results from
energy marketing activities, which increased EPS
approximately $0.34. Energy marketing is discussed below in
"Other Income."
General Business Revenue
Our general business revenue is dependent on many factors,
including the number of customers we serve, the rates we
charge, and economic and weather conditions (temperature and
precipitation) in our service territory. The following
changes affected our general business revenue:
Precipitation, which affects sales to irrigators, decreased 38 percent in May and June, the heavier irrigation sales months in the quarter. MWh sales to irrigation customers increased 44 percent.
The average number of general business customers we served increased 2.7 percent. This increase was due primarily to economic growth in our service territory.
Our revenue per MWh was mostly unchanged. Changes in revenue per MWh result principally from the annual rate adjustments authorized by regulatory authorities. These rate adjustments are discussed below in "PCA" and "Regulatory Settlement."
Heating and cooling degree-days, common measures used in the utility industry to analyze demand, were below 1999 levels by 35 percent.
The combination of these factors resulted in an increase in general business revenue of $9.6 million.
Power Supply
Power supply components of income from operations include
off-system sales, purchased power and fuel expenses and the
PCA.
Off-system sales, consisting primarily of long-term sales contracts and opportunity sales of surplus system energy increased $34.5 million from last year while purchased power expenses increased $79.1 million. Our purchased power costs increase is due to a number of factors:
Hydro generation was down from last year, necessitating more purchases in the open market.
In late June 2000 a unit of the Bridger steam plant suffered a forced outage, requiring us to buy market- priced power.
Market prices of purchased power increased significantly late in the quarter, resulting in a 64 percent increase in average price per MWh.
Off-system revenues were also lifted by the increase in market prices, with a 117 percent increase in the average price per MWh.
The $1.2 million increase in fuel expenses is due to two factors, a five percent increase in total MWhs generated at our coal-fired plants, and an increase in the average cost per ton of coal used. We increased utilization of these plants because of less hydro generation. Cost per ton was higher because a greater proportion of our generation was from our Valmy plant, which has a higher delivered cost of coal than our other plants.
The PCA decreased $28.1 million. The PCA is a regulatory mechanism that 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 2000, actual power supply costs were significantly above the forecast, due to the factors previously described, and resulted in a PCA credit. In 1999, actual power supply costs were below that year's forecast. We discuss the PCA in more detail below in "PCA."
The impact of these changes in net power supply costs is an increase in net expense in 2000 of $18 million.
Other expenses
Other operating expenses decreased $3.3 million. The
decrease is due primarily to a reduction in pension costs
for our defined benefit pension plan and decreased falling
water expenses resulting from our refinancing of the
American Falls bonds.
Other income
IDACORP's other income increased for the quarter, due to
improved results from energy marketing activities, which
increased IDACORP's other income by $20.9 million and IPC's
other income by $18.1 million. This increase is due
primarily to an increase in volumes and price volatility
over last year. While managing within strict risk limits,
our trading strategy was able to take advantage of several
key market factors such as price differential between
regions, the run-up in power and natural gas prices and the
increase in volatility.
Income taxes
The increase in income taxes is predominately due to the
increases in net income before taxes. IPC's effective tax
rate increased because of a transfer of its IDACORP
Financial Services (IFS) subsidiary to IDACORP on January 1,
2000. IFS invests in projects which generate income tax
credits. These credits reduced IPC's income tax expense for
periods prior to January 1, 2000.
Six months ended June 30, 2000 vs. Six months ended June 30, 1999:
Earnings per share of IDACORP Common Stock Earnings per share of IDACORP common stock (basic and diluted) was $1.98 for the six months ended June 30, 2000, an increase of $0.63 over last year. The increase in EPS was due primarily to two factors, improved results from energy marketing activities, which increased EPS approximately $0.46, and the sale of the Hermiston Power Project, which increased EPS approximately $0.22. These factors are discussed below in "Other Income."
General Business Revenue
The following changes affected our general business revenue:
The average number of general business customers we
served increased 2.7 percent, due primarily to economic
growth in our service territory.
Precipitation, which affects sales to irrigators,
decreased 38 percent in May and June, the heavier
irrigation sales months in the period. MWh sales to
irrigation customers have increased 42 percent year-to-
date.
Our revenue per MWh decreased 4.1 percent compared to 1999. 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."
Heating and cooling degree-days, common measures used in the utility industry to analyze demand, were below 1999 levels by 13 percent.
Sales (in MWhs) to commercial and industrial customers increased 4.3 percent, due primarily to positive economic factors in our service territory.
The combination of these factors resulted in an increase in general business revenue of $3 million compared to 1999.
Power Supply
Off-system sales, consisting primarily of long-term sales
contracts and opportunity sales of surplus system energy
increased $32.8 million from last year while purchased power
expenses increased $74.1 million. Our purchased power costs
increase is due to a number of factors:
Hydro generation was down from last year, necessitating more purchases in the open market.
In late June 2000 a unit of the Bridger steam plant suffered a forced outage, requiring us to buy market- priced power.
Market prices of purchased power increased significantly late in June, resulting in a 79 percent increase in average price per MWh.
Off-system revenues were also lifted by the significant increase in market prices, with a 75 percent increase in the average price per MWh.
The $3.8 million increase in fuel expenses is due to two factors, a ten percent increase in total MWhs generated at our coal-fired plants, and an increase in average price of coal used. We increased utilization of these plants because of less hydro generation. Cost per ton was higher because a greater proportion of our generation was from our Valmy plant, which has a higher delivered cost of coal.
The PCA decreased $33.9 million. The PCA is a regulatory mechanism that 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 2000, actual power supply costs were significantly above the forecast, due to the power supply variations described above, and resulted in a PCA credit. In 1999, actual power supply costs were below that year's forecast. We discuss the PCA in more detail below in "PCA."
The impact of these changes in net power supply costs is an increase in net expense in 2000 of $11.1 million.
Other expenses
Maintenance expenses increased $3 million. The increase is
due primarily to tree trimming and pole maintenance efforts
around our distribution system, and maintenance of the
Bridger generation plant.
Other income
IDACORP's other income increased due primarily to the sale
of our interest in the Hermiston Power Project, a 536 MW,
gas-fired cogeneration project located near Hermiston,
Oregon. We recorded a pre-tax gain of $14.0 million on this
transaction. This item does not affect IPC's financial
statements because Ida-West, the developer of the Hermiston
project, is a subsidiary of IDACORP, and not IPC.
In addition, improved results from energy marketing activities increased IDACORP's other income by $28.7 million and IPC's other income by $25.1 million. This increase is due primarily to an increase in volumes and price volatility over last year. While managing within strict risk limits, our trading strategy was able to take advantage of several key market factors such as price differential between regions, the run-up in power and natural gas prices and the increase in volatility.
Income taxes
The increase in income taxes is predominantly due to the
increases in net income before taxes. IPC's effective tax
rate increased because of a transfer of its IDACORP
Financial Services (IFS) subsidiary to IDACORP on January 1,
2000. IFS invests in projects which generate income tax
credits. These credits reduced IPC's income tax expense for
periods prior to January 1, 2000.
LIQUIDITY AND CAPITAL RESOURCES:
Cash Flow
For the six months ended June 30, 2000, IDACORP generated
$97.6 million in net cash from operations. After deducting
for common stock dividends, net cash generation from
operations provided approximately $62.7 million for our
construction program and other capital requirements.
Cash Expenditures
We estimate that our total cash construction expenditures
for 2000 will be approximately $121 million. This estimate
is subject to revision in light of changing economic,
regulatory, and environmental factors. During the first six
months of 2000, we spent approximately $53.8 million for
construction. Our primary financial commitments and
obligations are related to contracts and purchase orders
associated with ongoing construction programs. To the
extent required, we expect to finance these commitments and
obligations by using both internally generated funds and
externally financed capital. At June 30, 2000, our short-
term borrowings totaled $25.5 million.
Financing Program
IDACORP has a $300.0 million shelf registration statement
that can be used for the issuance of unsecured debt
securities and preferred or common stock. At June 30, 2000,
none had been issued.
On March 23, 2000, IPC filed a $200.0 million shelf registration statement that can be used for both First Mortgage Bonds (including Medium Term Notes), Preferred Stock, and unsecured debt. At June 30, 2000, none had been issued.
On April 26, 2000, at the Company's request, the American Falls Reservoir District issued its American Falls Refunding Replacement Dam Bonds, Series 2000, in the aggregate principal amount of $19.9 million for the purpose of refunding on April 26, 2000, a like amount of its bonds dated May 1, 1990. IPC has guaranteed repayment of these bonds.
On May 17, 2000, tax exempt Pollution Control Revenue Refunding Bonds Series 2000 in the aggregate principal amount of $4.4 million were issued by Port of Morrow, Oregon for the purpose of refunding on August 1, 2000, a like amount of its Pollution Control Revenue Bonds, Series 1978.
REGULATORY ISSUES:
Power Cost Adjustment (PCA)
IPC has a PCA mechanism that provides for annual adjustments
to the rates charged to its Idaho retail electric 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 IPUC approved IPC's May 16, 2000 PCA adjustment, issuing Order 28358 dated May 9, 2000. This rate adjustment increased Idaho general business customer rates by 9.5 percent, and results from forecasted below-average hydroelectric generating conditions (see "Streamflow Conditions" below). Overall, IPC's annual general business revenues are expected to increase by $38 million during the 2000-2001 rate period, to partially offset the forecasted increase in power supply costs.
So far in the 2000-2001 PCA rate year, actual power supply costs have been greater than the forecast, due to actual hydroelectric generation being below the forecast, and purchased power volumes and prices being above the forecast. To account for these higher-than-forecasted costs, IPC has recorded a regulatory asset of $20.3 million as of June 30, 2000.
Regulatory Settlement
IPC had a settlement agreement with the IPUC that expired at
the end of 1999. Under the terms of the settlement, when
earnings in IPC's Idaho jurisdiction exceeded an 11.75
percent return on year-end common equity, IPC set aside 50
percent of the excess for the benefit of Idaho retail
customers.
In March 2000 IPC submitted its 1999 annual earnings sharing compliance filing to the IPUC. This filing indicated that there was almost $9.6 million in 1999 earnings and $2.7 million in unused 1998 reserve balances available for the benefit of our Idaho customers.
In April 2000 the IPUC issued Order 28333, which ordered that $6.9 million of the revenue sharing balance be refunded to Idaho customers through rate reductions effective May 16, 2000. The Order also approved IPC's continued participation in the Northwest Energy Efficiency Alliance (NEEA) for the years 2000-2004, ordering IPC to set aside the remaining $5.4 million of revenue sharing dollars to fund that participation.
DSM (Conservation) Expenses
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. In 2000, the Idaho Supreme Court
affirmed the IPUC order, after hearing an appeal by a group
of industrial customers.
OTHER MATTERS:
Energy Marketing
Over the last three years we have been implementing a
strategy to become a competitive energy provider throughout
the western markets. In order to compete as an energy
provider of choice we needed to build a foundation of an
effective and efficient trading operation that competently
participates in the electricity, natural gas and other
related markets. In 1997 we opened natural gas trading
operations in Houston, Texas and in Boise, Idaho. We also
began to expand our electricity marketing, which, along with
natural gas, is included in other income. We have seen
increasing positive results from our strategy. Our natural
gas marketing capability continues to expand as the
electricity and natural gas markets move toward convergence,
and our electricity marketing efforts have resulted in volume
and income increases each year since inception of the
strategy. While building this business capability over the
last three years, we have also been developing appropriate
controls to mitigate the operational, market and credit risks
inherent in the marketing business.
When buying and selling energy, the high volatility of energy prices can have a significant impact on profitability if not managed. Also, counterparty creditworthiness is key to ensuring that transactions entered into withstand dramatic market fluctuations. To manage these risks while implementing our business strategy, the Company has a Risk Management Committee, comprised of Company officers, to oversee the risk management program as defined in the risk management policy. The program is intended to minimize fluctuations in earnings while managing the volatility of energy prices by mitigating commodity price risk, credit risk, and other risks related to the energy trading business.
The aggregate potential daily loss in earnings from our energy trading activity as of June 30, 2000 is estimated to be $1.3 million at a 95 percent confidence interval and for a holding period of one business day. The potential loss in earnings was estimated using an analytic value-at-risk methodology. This methodology computes value-at-risk based upon market prices for futures and option-implied volatilities as of June 30, 2000. The value-at-risk is understood to be a forecast and is not guaranteed to occur. The chosen confidence level and holding period are industry standards. The confidence level and holding period imply that there is a five percent chance that the daily loss will exceed $1.3 million.
The primary factors causing the increase in our value-at- risk since December 31, 1999 is the large increase in electricity and natural gas prices and volatility since the beginning of the year. The value-at-risk estimate is reported on a daily basis and managed within acceptable limits by the Risk Management Committee.
Subsidiary Activities
IDACORP Financial, a wholly owned subsidiary of IDACORP, is
expanding its investment portfolio to include projects that
provide historical tax credits. IDACORP Financial recently
closed on a historical tax credit project in San Diego,
California, the El Cortez project, which is expected to
contribute to earnings beginning in the third quarter of
2000.
In June, 2000, IdaTech (formerly Northwest Power Systems, a majority-owned subsidiary of IDACORP), delivered the first of 110 fuel cell systems to Bonneville Power Administration. Since then, two additional units have been delivered with the final seven "alpha" units scheduled to go out by the end of 2000. IdaTech also received an additional patent on its fuel processor. This patent covers the process that will help reduce the cost of the materials used in the hydrogen purification module. IdaTech is on schedule to demonstrate a natural gas fuel cell system later this summer and it continues to work on key alliances to meet the goal of commercializing fuel cell systems for home and small commercial applications by 2003.
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. The National Weather Service's projected inflows into Brownlee were 3.9 MAF for the 2000-2001 water year, compared to the 70-year median of 4.9 MAF and 1999's 7.9 MAF.
Integrated Resource Plan (IRP)
Every two years, IPC is required to file with the IPUC and
OPUC an Integrated Resource Plan (IRP), a comprehensive look
at IPC's present and future demands for electricity and plan
for meeting that demand. The 2000 IRP identifies a potential
electricity shortfall within our utility service territory
by mid-2004. The plan projects a 250 MW resource need in
2004 to satisfy energy demand during IPC's peak periods.
Prior to 2004, the IRP calls for IPC to increase purchases
from the Northwest energy markets to meet short-term energy
needs. IPC anticipates that after 2004, transmission
constraints will not allow it to continue to cover
increasing demand by increasing purchases. The plan calls
for IPC to issue a request for proposals (RFP) to acquire
additional generating capacity accessible to IPC's utility
service territory. The final decision on the acquisition of
additional energy supplies will be made in consultation with
the IPUC and OPUC.
In response to IPC's IRP filing, Ida-West Energy Company, IDACORP's unregulated subsidiary, has announced plans to respond to the RFP when it is issued. If selected, Ida-West intends to construct a 250-MW combined-cycle natural gas turbine facility within IPC's service territory. In June 2000, Ida-West filed an application with the Idaho Division of Environmental Quality seeking the necessary air quality permits to construct and operate the gas turbine generator.
Regional Transmission Organization
IPC and other regional utility entities are moving forward
on the development of a regional transmission organization
(RTO) proposal for an October 15, 2000 filing as ordered by
the FERC. The group has formed RTO West and filed articles
of incorporation in May 2000. RTO West will use a
collaborative approach to draft a proposal for establishing
a transmission organization that gives power producers and
marketers equal access to high voltage power lines and
ensures regional grid reliability.
New Accounting Pronouncements
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. In June 2000, the FASB issued SFAS No.
138 "Accounting for Certain Derivative Instruments and
Certain Hedging Activities, an amendment of FASB Statement
No. 133." We are reviewing SFAS No. 133 and SFAS No. 138 to
determine their effect on our financial position and results
of operations. Significant interpretation, system
development and potential derivative identification have
been accomplished and the project is ongoing. We will adopt
these statements on January 1, 2001.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information required by this item is included in Item 2 "Management's Discussion and Analysis of Financial Condition and Results of Operations" under "Energy Marketing".
Item 4. Submission of Matters to a Vote of Security Holders
(a) Regular annual meeting of IDACORP'S stockholders, held May 11, 2000 in Boise, Idaho.
(b) Directors elected at the meeting for a three-year term:
Jan B. Packwood Peter T. Johnson Peter S. O'Neill Continuing Directors: Rotchford L. Barker Roger L. Breezley Robert D. Bolinder John B. Carley Jon H. Miller Jack K. Lemley Robert A. Tinstman Evelyn Loveless |
(c)(1)a) To elect three Director Nominees;
Name For Withheld Total Voted Peter T. Johnson 32,836,864 1,013,057 33,849,921 Peter S. O'Neill 32,686,504 1,163,417 33,849,921 Jan B. Packwood 32,782,516 1,067,405 33,849,921 |
b) To approve the IDACORP 2000 Long-Term Incentive and Compensation Plan, and;
Class of Stock For Against Abstain Total Voted Common 25,112,143 7,800,812 936,966 33,849,921
c) To ratify the selection of Deloitte & Touche LLP (D&T) as independent auditors for the fiscal year ending December 31, 2000.
Class of Stock For Against Abstain Total Voted Common 33,241,217 299,596 309,108 33,849,921
Item 4. Submission of Matters to a Vote of Security Holders
(a) Regular annual meeting of Idaho Power Company's stockholders, held May 11, 2000 in Boise, Idaho.
(b) Directors elected at the meeting for a three-year term:
Jan B. Packwood Peter T. Johnson Peter S. O'Neill Continuing Directors: Rotchford L. Barker Roger L. Breezley Robert D. Bolinder John B. Carley Jon H. Miller Jack K. Lemley Robert A. Tinstman Evelyn Loveless |
(c)(1)a) To elect three Director Nominees;
Common 4% Preferred 7.68% Preferred
Name For Withheld For Withheld For Withheld
Peter T. Johnson 37,612,351 - 2,221,420 59,940 98,779 150
Peter S. O'Neill 37,612,351 - 2,215,380 65,980 98,779 150
Jan B. Packwood 37,612,351 - 2,219,660 61,700 98,779 150
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b) To amend certain articles of Idaho Power Company Restated Articles of Incorporation to conform to Idaho law and the amended Bylaws of Idaho Power; and
Broker
Class of Stock For Against Abstain Non-Votes Total Voted
Common 37,612,351 - - - 37,612,351
4% Preferred 1,587,120 98,800 65,220 530,220 2,281,360
7.68% Preferred 72,069 200 260 26,400 98,929
Total 39,271,540 99,000 65,480 556,620 39,992,640
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c) To ratify the selection of Deloitte & Touche LLP (D&T) as independent auditors for the fiscal year ending December 31, 1999.
Class of Stock For Against Abstain Total Voted
Common 37,612,351 - - 37,612,351
4% Preferred 2,188,700 59,920 32,740 2,281,360
7.68% Preferred 98,749 100 80 98,929
Total 39,899,800 60,020 32,820 39,992,640
(2) Director Nominees
Class of Stock For Withheld Total Voted
Common 37,612,351 - 37,612,351
4% Preferred 2,215,380 65,980 2,281,360
7.68% Preferred 98,779 150 98,929
Total 39,926,510 66,130 39,992,640
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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(a)(iii) Articles of Amendment to Restated
Articles of Incorporation of IPC as
filed with the Secretary of State of
Idaho on June 15, 2000.
*3(b) 33-41166 4(b) Waiver resolution to Restated
Articles of Incorporation of IPC
adopted by Shareholders on May 1,
1991.
*3(c) 1-3198 3(c) By-laws of IPC amended on September
Form 10-Q 9, 1999, and presently in effect.
for 9/30/99
*3(d) 33-56071 3(d) Articles of Share Exchange, 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) 1-14465 3(c) Amended Bylaws of IDACORP, Inc. as
Form 10-Q 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:
Number Dated
1-MD B-2-a First July 1, 1939
2-5395 7-a-3 Second November 15, 1943
2-7237 7-a-4 Third February 1, 1947
2-7502 7-a-5 Fourth May 1, 1948
2-8398 7-a-6 Fifth November 1, 1949
2-8973 7-a-7 Sixth October 1, 1951
2-12941 2-C-8 Seventh January 1, 1957
2-13688 4-J Eighth July 15, 1957
2-13689 4-K Ninth November 15, 1957
2-14245 4-L Tenth April 1, 1958
2-14366 2-L Eleventh October 15, 1958
2-14935 4-N Twelfth May 15, 1959
2-18976 4-O Thirteenth November 15, 1960
2-18977 4-Q Fourteenth November 1, 1961
2-22988 4-B-16 Fifteenth September 15, 1964
2-24578 4-B-17 Sixteenth April 1, 1966
2-25479 4-B-18 Seventeenth October 1, 1966
2-45260 2(c) Eighteenth September 1, 1972
2-49854 2(c) Nineteenth January 15, 1974
2-51722 2(c)(i) Twentieth August 1, 1974
2-51722 2(c)(ii) Twenty-first October 15, 1974
2-57374 2(c) Twenty-second November 15, 1976
2-62035 2(c) Twenty-third August 15, 1978
33-34222 4(d)(iii) Twenty-fourth September 1, 1979
33-34222 4(d)(iv) Twenty-fifth November 1, 1981
33-34222 4(d)(v) Twenty-sixth May 1, 1982
33-34222 4(d)(vi) Twenty-seventh May 1, 1986
33-00440 4(c)(iv) Twenty-eighth June 30, 1989
33-34222 4(d)(vii) Twenty-ninth January 1, 1990
33-65720 4(d)(iv) Thirty-first August 15, 1991
33-65720 4(d)(v) Thirty-second March 15, 1992
33-65720 4(d)(vi) Thirty-third April 1, 1993
1-3198 4 Thirty-fourth December 1, 1993
Form 8-K
Dated
12/17/93
4(b) Instruments relating to IPC American
Falls bond guarantee (see Exhibit
10(c)).
*4(c) 33-65720 4(f) Agreement of IPC to furnish certain
debt instruments.
*4(d) 33-00440 2(a)(iii) Agreement and Plan of Merger dated
March 10, 1989, between Idaho Power
Company, a Maine Corporation, and
Idaho Power Migrating Corporation.
*4(e) 1-14465 4 Rights Agreement, dated as of
Form 8-K September 10, 1998, between IDACORP,
dated Inc. and the Bank of New York as
September Rights Agent.
15, 1998
*10(a) 2-49584 5(b) Agreements, dated September 22,
1969, between IPC and Pacific
Power & Light Company relating to
the operation, construction and
ownership of the Jim Bridger
Project.
*10(a)(i) 2-51762 5(c) Amendment, dated February 1, 1974,
relating to operation agreement
filed as Exhibit 10(a).
*10(b) 2-49584 5(c) Agreement, dated as of October 11,
1973, between IPC and Pacific
Power & Light Company.
10(c) Guaranty Agreement, dated April 11,
2000, between IPC and Bank One Trust
Company, N.A., as Trustee, relating
to $19,885,000 American Falls
Replacement Dam Refinancing Bonds of
the American Falls Reservoir
District, Idaho.
*10(d) 2-62034 5(r) Guaranty Agreement, dated as of
August 30, 1974, between IPC and
Pacific Power & Light Company.
*10(e) 2-56513 5(i) Letter Agreement, dated January 23,
1976, between IPC and Portland
General Electric Company.
*10(e)(i) 2-62034 5(s) Agreement for Construction,
Ownership and Operation of the
Number One Boardman Station on Carty
Reservoir, dated as of October 15,
1976, between Portland General
Electric Company and IPC.
*10(e)(ii) 2-62034 5(t) Amendment, dated September 30, 1977,
relating to agreement filed as
Exhibit 10(e).
*10(e)(iii) 2-62034 5(u) Amendment, dated October 31, 1977,
relating to agreement filed as
Exhibit 10(e).
*10(e)(iv) 2-62034 5(v) Amendment, dated January 23, 1978,
relating to agreement filed as
Exhibit 10(e).
*10(e)(v) 2-62034 5(w) Amendment, dated February 15, 1978,
relating to agreement filed as
Exhibit 10(e).
*10(e)(vi) 2-68574 5(x) Amendment, dated September 1, 1979,
relating to agreement filed as
Exhibit 10(e).
*10(f) 2-68574 5(z) Participation Agreement, dated
September 1, 1979, relating to the
sale and leaseback of coal handling
facilities at the Number One
Boardman Station on Carty Reservoir.
*10(g) 2-64910 5(y) Agreements for the Operation,
Construction and Ownership of the
North Valmy Power Plant Project,
dated December 12, 1978, between
Sierra Pacific Power Company and
IPC.
*10(h)(i)1 1-3198 10(n)(i) The Revised Security Plan for Senior
Form 10-K Management Employees - a non-
for 1994 qualified, deferred compensation
plan effective August 1, 1996.
*10(h)(ii)1 1-3198 10(n)(ii) The Executive Annual Incentive Plan
Form 10-K for senior management employees of
for 1994 IPC effective January 1, 1995.
*10(h)(iii)1 1-3198 10(n)(iii) The 1994 Restricted Stock Plan for
Form 10-K officers and key executives of
for 1994 IDACORP, Inc. and IPC effective July
1, 1994.
*10(h)(iv)1 1-14465 10(h)(iv) The Revised Security Plan for Board
1-3198 of Directors - a non-qualified,
Form 10-K deferred compensation plan effective
for 1998 August 1, 1996, revised March 2,
1999.
*10(h)(v)1 14465 10(e) IDACORP, Inc. Non-Employee Directors
Form 10-Q Stock Compensation Plan as of May
for 6/30/99 17, 1999.
*10(h)(vi) 1-3198 10(y) Executive Employment Agreement dated
Form 10-K November 20, 1996 between IPC and
for 1997 Richard R. Riazzi.
*10(h)(vii) 1-3198 10(g) Executive Employment Agreement dated
Form 10-Q April 12, 1999 between IPC and
for 6/30/99 Marlene Williams.
*10(h)(viii) 1-14465 10(h) Agreement between IDACORP, Inc. and
Form 10-Q Jan B. Packwood, J. LaMont Keen,
for 9/30/99 James C. Miller, Richard Riazzi,
Darrel T. Anderson, Bryan Kearney,
Cliff N. Olson, Robert W. Stahman
and Marlene K. Williams.
*10(h)(ix)1 1-14465 10(h)(ix) IDACORP, Inc. 2000 Long-Term
Form 10-K Incentive and Compensation Plan.
for 1999
*10(i) 33-65720 10(h) Framework Agreement, dated October
1, 1984, between the State of Idaho
and IPC relating to IPC's Swan Falls
and Snake River water rights.
__________________________
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1 Compensatory plan
*10(i)(i) 33-65720 10(h)(i) Agreement, dated October 25, 1984,
between the State of Idaho and IPC
relating to the agreement filed as
Exhibit 10(i).
*10(i)(ii) 33-65720 10(h)(ii) Contract to Implement, dated October
25, 1984, between the State of Idaho
and IPC relating to the agreement
filed as Exhibit 10(i).
*10(j) 33-65720 10(m) Agreement Regarding the Ownership,
Construction, Operation and
Maintenance of the Milner
Hydroelectric Project (FERC No.
2899), dated January 22, 1990,
between IPC and the Twin Falls Canal
Company and the Northside Canal
Company Limited.
*10(j)(i) 33-65720 10(m)(i) Guaranty Agreement, dated February
10, 1992, between IPC and New York
Life Insurance Company, as Note
Purchaser, relating to $11,700,000
Guaranteed Notes due 2017 of Milner
Dam Inc.
12 Statement Re: Computation of Ratio
of Earnings to Fixed Charges.
(IDACORP, Inc.)
12(a) Statement Re: Computation of
Supplemental Ratio of Earnings to
Fixed Charges. (IDACORP, Inc.)
12(b) Statement Re: Computation of Ratio
of Earnings to Combined Fixed
Charges and Preferred Dividend
Requirements. (IDACORP, Inc.)
12(c) Statement Re: Computation of
Supplemental Ratio of Earnings to
Combined Fixed Charges and Preferred
Dividend Requirements. (IDACORP,
Inc.)
12(d) Statement Re: Computation of Ratio
of Earnings to Fixed Charges. (IPC)
12(e) Statement Re: Computation of
Supplemental Ratio of Earnings to
Fixed Charges. (IPC)
12(f) Statement Re: Computation of Ratio
of Earnings to Combined Fixed
Charges and Preferred Dividend
Requirements. (IPC)
12(g) Statement Re: Computation of
Supplemental Ratio of Earnings to
Combined Fixed Charges and Preferred
Dividend Requirements. (IPC)
15 Letter re: Unaudited Interim
Financial Information
27(a) Financial Data Schedule for IDACORP,
Inc.
27(b) Financial Data Schedule for IPC.
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(b) Reports on Form 8- K. No reports on Form 8- K were filed during the three-month period ended June 30, 2000.
* Previously filed and Incorporated herein by Reference.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
IDACORP, Inc.
(Registrant)
Date August 4, 2000 By: /s/ J LaMont Keen
J LaMont Keen
Senior Vice President
Administration
and Chief Financial Officer
(Principal Financial Officer)
Date August 4, 2000 By: /s/ Darrel T Anderson
Darrel T Anderson
Vice President Finance
and Treasurer
(Principal Accounting Officer)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
IDAHO POWER COMPANY
(Registrant)
Date August 4, 2000 By: /s/ J LaMont Keen
J LaMont Keen
Senior Vice President
Administration
and Chief Financial Officer
(Principal Financial Officer)
Date August 4, 2000 By: /s/ Darrel T Anderson
Darrel T Anderson
Vice President Finance
and Treasurer
(Principal Accounting Officer)
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Exhibit 3(a)(iii)
IDAHO POWER COMPANY
ARTICLES OF AMENDMENT
1. Idaho Power Company (Company) is hereby amending Articles 4, 9, 10, 11 and 12 of its Restated Articles of Incorporation to read as follows:
ARTICLE 4. DIRECTORS. (a) The number of directors constituting the Board of Directors of the Corporation shall be fixed from time to time exclusively by the Board of Directors pursuant to a resolution adopted by affirmative vote of a majority of the directors, but the number of directors shall be no less than 9 and no greater than 15. The number of directors may be increased or decreased, beyond the limits set forth above, only by an amendment to the Restated Articles of Incorporation of the Corporation pursuant to Article 10 of the Restated Articles of Incorporation of the Corporation.
The Board of Directors shall be divided into three classes as nearly equal in number as may be. The initial term of office of each director in the first class shall expire at the annual meeting of shareholders in 1990; the initial term of office of each director in the second class shall expire at the annual meeting of shareholders in 1991; and the initial term of office of each director in the third class shall expire at the annual meeting of shareholders in 1992. At each annual election commencing at the annual meeting of shareholders in 1990, the successors to the class of directors whose term expires at that time shall be elected to hold office for a term of three years to succeed those whose term expires, so that the term of one class of directors shall expire each year. Each director shall hold office for the term for which he is elected or appointed and until his successor shall be elected and qualified or until his death, or until he shall resign or be removed; provided, however, that no person who will be seventy (70) years of age or more on or before the annual meeting shall be nominated to the Board of Directors, and any directors who reach the age of seventy (70) shall be automatically retired from the Board.
In the event of any increase or decrease in the authorized number of directors, (i) each director then serving as such shall nevertheless continue as a director of the class of which he is a member until the expiration of his current term, or his earlier resignation, removal from office or death, (ii) the newly created or eliminated directorships resulting from such increase or decrease shall be apportioned by the Board of Directors among the three classes of directors so as to maintain such classes as nearly equal in number as may be.
(b) Newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause shall be filled by a two-thirds vote of the directors then in office, or a sole remaining director, although less than a quorum. Directors chosen to fill vacancies resulting from an increase in the authorized number of directors shall hold office until the next election of directors by the shareholders; directors chosen to fill other vacancies shall hold office for a term expiring at the annual meeting of shareholders at which the term of the class to which they have been elected expires. If one or more directors shall resign from the Board effective as of a future date, such vacancy or vacancies shall be filled pursuant to the provisions hereof, and such new directorship(s) shall become effective when such resignation or resignations shall become effective, and each director so chosen shall hold office as herein provided in the filling of other vacancies.
The remaining sections of Article 4 are unchanged.
ARTICLE 9. SPECIAL MEETINGS OF SHAREHOLDERS. Special meetings of shareholders of the Corporation may be called only by the Chairman of the Board of Directors, the President, a majority of the Board of Directors, or the holders of not less than twenty percent (20%) of all the shares entitled to vote on any issue proposed to be considered at the proposed special meeting.
ARTICLE 10. AMENDMENTS. Notwithstanding anything to the contrary contained in these Restated Articles of Incorporation or the By-laws of the Corporation (and notwithstanding the fact that a lesser percentage may be specified by law, these Restated Articles of Incorporation or the By-laws of the Corporation), the affirmative vote of the holders of at least four-fifths of the voting power of the then outstanding Voting Stock shall be required to amend, alter, change or repeal, or to adopt any provision inconsistent with, ARTICLES 4, 8, 9 and 10 of these Restated Articles of Incorporation, provided that such four-fifths vote shall not be required for any amendment, alteration, change or repeal recommended to the shareholders by two-thirds of the Continuing Directors, as defined in ARTICLE 8.
The shareholders may adopt or amend a by- law that fixes a greater quorum or voting requirement for shareholders, or voting groups of shareholders, than is required by the Idaho Business Corporation Act.
ARTICLE 11. AMENDMENT OF BY-LAWS. The
Corporation's By-laws may be amended or
repealed or new by-laws may be made: (a) by
the affirmative vote of the holders of record
of a majority of the outstanding capital
stock of the Corporation entitled to vote
thereon, irrespective of class, given at any
annual or special meeting of the shareholders
except that amendments to or repeal of
Section 7.3, Section 2.9 or Article III of
the By-laws by the shareholders shall require
the affirmative vote of two-thirds of all
shares entitled to vote thereon; provided
that notice of the proposed amendment, repeal
or new by-law or by-laws be included in the
notice of such meeting or waiver thereof; or
(b) by the affirmative vote of a majority of
the entire Board of Directors given at any
regular meeting of the Board, or any special
meeting thereof.
ARTICLE 12. INDEMNIFICATION AND
LIMITATION OR ELIMINATION OF DIRECTOR
LIABILITY. Capitalized terms used in this
Article 12 that are defined in Section 30-1-
850 of the Idaho Business Corporation Act
shall have the meaning given to such terms
under Section 30-1-850 of the Act. The
Corporation shall indemnify its Directors and
Officers against Liability and Expenses and
shall advance Expenses to its Directors and
Officers in connection with any Proceeding to
the fullest extent permitted by the Act, as
now in effect or as it may be amended or
substituted from time to time.
No Director of the Corporation shall be
personally liable to the Corporation or its
shareholders for monetary damages for
breach of fiduciary duty as a Director;
provided that this Article shall not limit or
eliminate the liability of a Director for any
act or omission for which such limitation or
elimination of liability is not permitted
under the Idaho Business Corporation Act. No
amendment to the Idaho Business Corporation
Act that further limits or eliminates the
acts or omissions for which limitation or
elimination of liability is permitted shall
affect the liability of a Director for any
act or omission which occurs prior to the
effective date of such amendment.
Exhibit 10(c)
Guaranty Agreement
between
Idaho Power Company
and
Bank One Trust Company, N.A.,
as Trustee
Relating to $19,885,000 American Falls Reservoir District, Idaho American Falls Replacement Dam Refunding Bonds, Series 2000
Dated as of April 1, 2000
This Agreement made and entered into as of April 1, 2000, by and between Idaho Power Company, a corporation duly organized and existing under the laws of the State of Idaho (the "Company"), and Bank One Trust Company, N.A., a banking association duly organized and existing under the laws of the United States of America (the "Trustee"), as trustee, together with any successor trustee at the time serving as such, under the Indenture of Trust dated as of April 1, 2000 (the "Indenture"), between American Falls Reservoir District, an instrumentality duly organized and existing under the laws of the State of Idaho (the "Issuer"), and the Trustee (all terms not defined herein shall have the same meaning assigned to them in the Indenture.);
W I T N E S S E T H
Whereas, the Issuer intends to issue its American Falls Replacement Dam Refunding Bonds, Series 2000, to be dated as of the date of original issuance and delivery thereof, in an aggregate principal amount of $19,885,000 (the "Bonds") under and pursuant to the Indenture; and
Whereas, the proceeds to be derived from the issuance of the Bonds are to be applied to refund the outstanding principal amount of the Issuer's American Falls Refunding Replacement Dam Bonds, 1990 Series A which were issued for the purpose of refunding bonds previously issued by the Issuer to pay part of the cost of construction of the American Falls Replacement Dam Program (as such term is defined in the Falling Water Contract, dated as of March 31, 1976 (the "Falling Water Contract"), between the Issuer and the Company), in part for the benefit of the Company; and
Whereas, the Company is desirous that the Issuer issue the Bonds and apply the proceeds as aforesaid and is willing to enter into this Agreement in order to enhance the marketability of the Bonds and thereby achieve interest cost and other savings to the Company and as an inducement to the purchasers of the Bonds and all who shall at any time become owners of the Bonds;
Now, Therefore, in consideration of the premises and in order to enhance the marketability of the Bonds and thereby achieve interest costs and other savings to the Company and as an inducement to the purchasers of the Bonds and those who shall at any time become owners of the Bonds, the Company does hereby, subject to the terms hereof, covenant and agree with the Trustee for the owners from time to time of the Bonds as follows:
Article I
Representations and Warranties of the Company
Section 1.1. The Company hereby represents and warrants that:
(a) it is a corporation duly incorporated and in good standing under the laws of the State of Idaho, is duly qualified and in good standing as a foreign corporation in the States of Montana, Nevada, Oregon and Wyoming, is not in violation of any material provision of its Restated Articles of Incorporation, as amended, or of its By-laws, as amended, has the power to enter into this Agreement and has duly authorized the execution and delivery of this Agreement by proper corporate action, and neither this Agreement nor the performance of its obligations hereunder contravene or constitute a default under any material agreement, instrument or indenture or any material provision of its Restated Articles of Incorporation, as amended, or of its By- laws, as amended, or any other requirement of law;
(b) all approvals of any governmental body or regulatory body necessary for the Company to execute, deliver and perform its obligations under this Agreement have been obtained; and
(c) this Agreement is a legal, valid and binding obligation of the Company enforceable against it in accordance with its terms, except to the extent that its enforceability may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' rights in general. The enforceability of the Company's obligation hereunder is subject to general principles of equity (regardless of whether such enforceability is considered at a proceeding in equity or at law).
Article II
Guaranty
Section 2.1. The Company hereby irrevocably, absolutely and unconditionally guarantees to the Trustee, for the benefit of the owners from time to time of the Bonds (a) the full and prompt payment of the principal of, and premium, if any, on the Bonds when and as the same shall become due, whether at the stated maturity thereof, on a sinking fund payment date, by acceleration, upon call for redemption (including a redemption resulting from a "Determination of Taxability" as defined in the Indenture), or otherwise, (b) the full and prompt payment of all interest on the Bonds (including, without limitation, any overdue interest and any post-petition interest) when and as the same shall become due and (c) the full and prompt payment of the purchase price of Bonds tendered for purchase by the owners thereof. All payments by the Company shall be paid in lawful money of the United States of America. Each and every default in payment of the principal of, premium, if any, or interest on any Bond shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises.
Section 2.2. The Company agrees that if:
The Company shall file a petition in bankruptcy or for reorganization or for an arrangement pursuant to the general bankruptcy act, as amended, or any similar Federal or state law, or shall be adjudged a bankrupt or become insolvent, or shall make an assignment for the benefit of its creditors, or shall admit in writing its inability to pay its debts generally as they become due, or if a petition or answer proposing the adjudication of the Company as a bankrupt or its reorganization under the general bankruptcy act or any similar Federal or state law shall be filed in any court and such petition or answer shall not be discharged or denied within sixty (60) days after the filing thereof, or if a receiver, trustee or liquidator (or similar official) of the Company or of more than one-third of the property of the Company shall be appointed in any proceeding or by any Federal or state officer or agency, and shall not be discharged within sixty (60) days after such appointment,
the Company will forthwith pay to the Trustee for the benefit of the owners of the Bonds, without demand or notice and whether or not there has been any other event of default under the Indenture or the Bonds, the whole amount of the principal of the Bonds then outstanding and any unpaid interest thereon, with interest on any principal in default and, to the extent permitted by law, on any overdue interest at a rate equal to the interest rate or rates on the Bonds (as determined from time to time in accordance with the Indenture). In the event that the Company shall be required to make any payment to the Trustee pursuant to the foregoing provisions of this Section, it shall, in addition to such payment, pay to the Trustee such further amount as shall be sufficient to cover the costs and expenses of collection, including a reasonable compensation to the Trustee, its agents, attorneys and counsel, and any expenses or liabilities incurred by the Trustee hereunder.
Section 2.3. The Company hereby assents to all the terms and conditions of the Bonds and the Indenture and waives (i) demand for the payment of the Bonds and any claim for interest or premium and any part thereof; (ii) notice of the occurrence of a "default" or "event of default" (as such terms are defined in the Indenture) under the Indenture; (iii) protest of the nonpayment of the principal of the Bonds and of any claim for interest or premium and any part of any thereof; (iv) notice of presentation, demand and protest; (v) notice of acceptance of this Agreement or of the terms and provisions hereof by the Trustee or by the owners from time to time of any of the Bonds; and (vi) notice of any indulgences or extensions granted to the Issuer or the Company. The liability of the Company hereunder shall in no way be affected or impaired by any acceptance by the Trustee or any owner of the Bonds of any direct or indirect security for, or other guarantees of, any indebtedness, liability or obligation of the Issuer or of any person to the Trustee or to any owner of the Bonds or by any failure, delay, neglect or omission by the Trustee or any owner of the Bonds to realize upon or protect any such indebtedness, liability or obligation or any notes or other instruments evidencing the same or any direct or indirect security therefor or by an approval, consent, waiver or other action taken, or omitted to be taken, by the Trustee or any owner of the Bonds.
Section 2.4. The Company hereby waives, and agrees that it shall not exercise, any rights of subrogation to which it may at any time be entitled by virtue of the performance by the Company of any of its obligations under this Agreement until such time as all amounts payable under the Bonds or the Indenture shall have been duly paid in full.
Article III
Term; Termination
Section 3.1. The obligation of the Company under this Agreement shall be absolute and unconditional, irrespective of the validity, regularity or enforceability of, or the impossibility of performance by any party of its obligations under, the Bonds or the Indenture or the Spaceholder Contract or the Falling Water Contract or the Supplemental Falling Water Contract, and shall not be affected by reason of any action taken under the Indenture in the exercise of any right or power therein conferred or by reason of any failure or omission on the part of the owners of the Bonds or of the Trustee to enforce any rights which they may have under the Bonds or the Indenture or the Spaceholder Contract or the Falling Water Contract or the Supplemental Falling Water Contract, or by reason of any action of the owners of the Bonds or of the Trustee under the Indenture against the Issuer or the Company. The liability of the Company under this Agreement shall constitute a guaranty of payment and not of collectability and such liability shall remain in full force and effect until the entire principal of and premium, if any, and interest on the Bonds shall have been paid or provided for (and said liability shall immediately be reinstated in the event that any such amounts shall, for any reason whatsoever, be required to be returned to the Issuer or to the Company by the recipient thereof) and shall not be affected, modified, discharged or impaired by the happening from time to time of any event, including, without limitation, any of the following, whether or not with notice to or consent of the Company:
(a) the extension of the time for payment of any principal of, premium, if any, or interest on any Bond or under this Agreement of the time for performance of any other obligation, covenant or agreement under or arising out of the Indenture or this Agreement or the extension or the renewal of either;
(b) the modification, amendment, compromise, settlement, release, wavier or termination (whether material or otherwise) of any obligation, covenant or agreement of the Issuer under the Indenture, except as expressly permitted by and in accordance with the provisions of the Indenture;
(c) the taking or the omission of any action (including, without limitation, the failure to give notice to the Company of the occurrence of an event of default under the Indenture) permitted under the Indenture or under this Agreement;
(d) the assignment or mortgaging, or the purported assignment or mortgaging, of all or any part of the interest of the Company in the Falling Water Contract;
(e) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all the assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors or readjustment of, or other similar proceedings affecting the Company or the Issuer or any of the assets of either, or any allegation of the invalidity or contest of the validity of this Agreement in any such proceeding;
(f) to the extent permitted by law, the release or discharge whether by operation of law or otherwise of the Company from the performance or observance of any obligation, covenant or agreement under this Agreement;
(g) any failure, omission, delay or lack on the part of the Issuer or the Trustee to enforce, assert or exercise any right, power or remedy conferred on the Issuer or the Trustee in this Agreement or the Indenture, or any other act or acts on the part of the Issuer, the Trustee or any of the owners from time to time of the Bonds; or
(h) the default or failure of the Company fully to perform or observe any obligation, covenant or agreement under this Agreement.
Section 3.2. Upon the payment or making provision therefor as provided in the Indenture of the entire principal of and premium, if any, and interest on the Bonds, this Agreement shall terminate; provided, however, that the liability of the Company under this Agreement shall immediately be reinstated in the event that any such amounts shall, for any reason whatsoever, be required to be returned to the Issuer or to the Company by the recipient thereof.
Section 3.3. No set-off, counterclaim, reduction, or diminution of an obligation, or any defense of any kind or nature which the Company has or may have against the Issuer or the Trustee shall be available hereunder to the Company against the Trustee.
Article IV
Remedies
Section 4.1. In the case of an event of a default in the payment of principal of or premium, if any, on any Bond when and as the same shall become due, whether at the stated maturity thereof, on a sinking fund payment date, by acceleration, call for redemption or otherwise, or in the case of an event of a default in the payment of any interest on any Bond when and as the same shall become due, the Trustee may, and if requested so to do by the owners of not less than 25% in aggregate principal amount of the Bonds then outstanding and upon indemnification as hereinafter provided shall, be obligated to proceed hereunder and the Trustee, in its sole discretion, shall have the right to proceed first and directly against the Company under this Agreement without proceeding against or exhausting any other remedies which it may have and without resorting to any other security held by the Issuer or the Trustee.
Before taking any action hereunder, the Trustee may require that a satisfactory indemnity bond be furnished for the reimbursement of all expenses and to protect against all liability, except liability which is adjudicated to have resulted from its negligence or willful default by reason of any action so taken.
Section 4.2. No remedy herein conferred upon or reserved to the Trustee is intended to be exclusive of any other available remedies but each and every such remedy shall be cumulative and shall be in addition to every remedy given under this Agreement or the Indenture or now or hereafter existing at law or in equity.
Article V
Miscellaneous
Section 5.1. The Company shall fully satisfy and discharge all of the obligations in accordance with the terms of this Agreement, it being the intention that such obligations shall be separate and independent covenants from any agreements of the Company with the Issuer and that such obligations of the Company hereunder shall continue unaffected unless otherwise expressly provided in this Agreement.
Section 5.2. The Company, at its own expense, shall do such further lawful acts and things and execute and deliver such additional conveyances, assignments, assurances, agreements, financing statements and instruments as the Trustee may at any time reasonably request in connection with the administration and enforcement of this Agreement or any part thereof or in order to better assign, assure and confirm to the Trustee the rights, remedies, powers and privileges of the Trustee hereunder or for maintaining, protecting and preserving the security interest created by this Agreement or for carrying out the intentions and facilitating the performance of the terms of this Agreement.
Section 5.3. This Agreement is entered into by the Company for the benefit of the Trustee and any successor trustee or successor trustees and their respective successors and assignees under the Indenture and the owners from time to time of the Bonds outstanding, all of whom shall be entitled to enforce performance and observance of this Agreement to the same extent as if they were parties signatory hereto subject to the conditions contained in Article IX of the Indenture.
Section 5.4. The Company shall pay all fees, charges and expenses of the Trustee and any paying agent payable under the Indenture or this Agreement for which the Trustee or such paying agent has not otherwise received reimbursement.
Section 5.5. In the event any provision contained in this Agreement should be breached by the Company and thereafter duly waived by the Trustee, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other breach hereunder. No waiver, amendment, release or modification of this Agreement shall be established by conduct, custom or course of dealing, but solely by an instrument in writing duly executed by the Trustee.
Section 5.6. The Trustee accepts the trust created by this Agreement upon the terms and conditions set forth in the Indenture and particularly Article IX thereof, and said provisions are hereby incorporated herein as though set forth in full except as any of such provisions may be in conflict with the express provisions hereof.
Section 5.7. This Agreement shall be amended only upon the written consent of the owners of not less than sixty percent (60%) in aggregate principal amount of the Bonds at the time outstanding as hereinafter provided. If the Trustee should be requested to enter into any amendment, change or modification of this Agreement, it shall upon being satisfactorily indemnified with respect to expenses, cause notice of the proposed execution of such amendment, change or modification to be mailed by first class mail to the owners of the Bonds at the addresses shown in the registration books maintained pursuant to Section 2.06 of the Indenture and to the Securities Depositories and two or more Information Services. Such notice shall briefly set forth the nature of the proposed amendment, change or modification and shall state that copies thereof are on file at the corporate trust office of the Trustee for inspection by all Bondowners. If within sixty days or such longer period as shall be prescribed by the Company following the mailing of such notice, the owners of not less than sixty percent (60%) in aggregate principal amount of the Bonds outstanding at the time of the execution of any such amendment, change or modification shall have consented to and approved the execution thereof as herein provided, no owner of any Bond shall have any right to object to any of the terms and provisions contained therein or the operation thereof or in any manner to question the propriety of the execution thereof or to enjoin or restrain the Trustee or the Company from executing the same or from taking any action pursuant to the provisions thereof. Upon the execution of any such amendment, change or modification as in this Section permitted and provided, this Agreement shall be and be deemed to be modified and amended in accordance therewith. Nothing contained herein shall permit or be construed as permitting any amendment, change or modification of this Agreement which would (a) reduce the amounts payable by the Company hereunder, (b) change the time for payments of the amounts payable by the Company hereunder or (c) change the absolute and unconditional nature of this Agreement.
Section 5.8. The Company agrees that it will maintain its corporate existence, will not dissolve or otherwise dispose of all or substantially all of its assets, and will not consolidate with or merge into another corporation, or permit one or more corporations to consolidate with or merge into it; provided, however, that the Company may, without violating the agreement contained in this Section 5.8, consolidate with or merge into another corporation, or permit one or more corporations to consolidate with or merge into it, or sell or otherwise transfer to another corporation all or substantially all of its assets as an entirety, if the resulting, surviving, or transferee corporation, as the case may be, is an Idaho corporation, or is a corporation organized and existing under the laws of one of the States of the United States of America and is qualified to do business in the State of Idaho, shall be or thereby become a public utility, shall have a net worth immediately subsequent to such consolidation, merger, sale or transfer, at least equal to that of the Company immediately prior to such consolidation, merger, sale or transfer and shall assume in writing all of the obligations of the Company herein.
Section 5.9. The Company covenants that it is and will remain qualified to do business and be subject to service of process in the State of Idaho so long as any of the Bonds are outstanding.
Section 5.10. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof, and may be executed in several counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.
Section 5.11. In the event any one or more phrases, clauses, sentences, Sections or Articles of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not affect the validity or enforceability of the remaining portions hereof.
Section 5.12. This Agreement may be executed in several counterparts, each of which shall be an original, and all such counterparts shall constitute and be one and the same instrument.
Section 5.13. This Agreement shall be governed by and construed in accordance with the laws of the State of Idaho.
Section 5.14. Any notices, requests or other communications given or made hereunder or pursuant hereto shall be in writing and shall be deemed to have been validly given or made when delivered or mailed, postage prepaid, addressed as follows: if to the Company , to 1221 West Idaho Street, Boise, Idaho 83702, Attention: Treasury Controller, and if to the Trustee, Corporate Trust Department, or addressed to either party at such other address as such party shall hereafter furnish to the other party hereto in writing.
Section 5.15. The captions or headings of the Articles and Subsections herein have been inserted for convenience of reference only and shall in no way affect the construction or interpretation of this Agreement.
In Witness Whereof, the Company and the Trustee have caused this Agreement to be executed in their respective corporate names and their respective corporate seals to be affixed and attested by their duly authorized officers, all as of the date first above written.
Idaho Power Company
By
Its
Bank One Trust Company, N.A.,
as Trustee
By
Its
Ex12
IDACORP, Inc.
Consolidated Financial Information
Ratio of Earnings to Fixed Charges
Twelve Months
Twelve Months Ended December 31, Ended
(Thousands of Dollars) June 30,
1995 1996 1997 1998 1999 2000
Earnings, as defined:
Income before income taxes $ 127,342 $ 135,247 $ 133,570 $ 133,806 $ 137,021 $ 173,364
Adjust for distributed income of
equity investees (2,058) (1,413) (3,943) (4,697) (837) (4,191)
Equity in loss of equity method 0 0 0 458 435 279
investments
Minority interest in losses of
majority owned subsidiaries 0 0 0 (125) (37) (558)
Fixed charges, as below 70,215 70,418 69,634 69,923 72,243 72,058
Total earnings, as defined $ 195,499 $ 204,252 $ 199,261 $ 199,365 $ 208,825 $ 240,952
Fixed charges, as defined:
Interest charges $ 56,456 $ 57,348 $ 60,761 $ 60,677 $ 62,975 $ 62,494
Preferred stock dividends of
subsidiaries-
gross up-IDACORP rate 12,834 12,079 7,891 8,445 8,313 8,627
Rental interest factor 925 991 982 801 955 937
Total fixed charges, as defined $ 70,215 $ 70,418 $ 69,634 $ 69,923 $ 72,243 $ 72,058
Ratio of earnings to fixed charges 2.78x 2.90x 2.86x 2.85x 2.89x 3.34x
|
Ex12a
IDACORP, Inc.
Consolidated Financial Information
Supplemental Ratio of Earnings to Fixed Charges
Twelve Months
Twelve Months Ended December 31, Ended
(Thousands of Dollars) June 30,
1995 1996 1997 1998 1999 2000
Earnings, as defined:
Income before income taxes $ 127,342 $ 135,247 $ 133,570 $ 133,806 $ 137,021 $ 173,364
Adjust for distributed income of
equity investees (2,058) (1,413) (3,943) (4,697) (837) (4,191)
Equity in loss of equity method
investments 0 0 0 458 435 279
Minority interest in losses of
majority owned subsidiaries 0 0 0 (125) (37) (558)
Supplemental fixed charges, as
below 72,826 73,018 72,208 72,496 74,800 74,606
Total earnings, as defined $ 198,110 $ 206,852 $ 201,835 $ 201,938 $ 211,382 $ 243,500
Fixed charges, as defined:
Interest charges $ 56,456 $ 57,348 $ 60,761 $ 60,677 $ 62,975 $ 62,494
Preferred stock dividends of
subsidiaries- gross up-IDACORP
rate 12,834 12,079 7,891 8,445 8,313 8,627
Rental interest factor 925 991 982 801 955 937
Total fixed charges 70,215 70,418 69,634 69,923 72,243 72,058
Supplemental increment to fixed
charges* 2,611 2,600 2,574 2,573 2,557 2,548
Total supplemental fixed charges $ 72,826 $ 73,018 $ 72,208 $ 72,496 $ 74,800 $ 74,606
Supplemental ratio of earnings to
fixed charges 2.72 x 2.83 x 2.80 x 2.79 x 2.83 x 3.26x
*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.
|
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) June 30,
1995 1996 1997 1998 1999 2000
Earnings, as defined:
Income before income taxes $ 127,342 $ 135,247 $ 133,570 $ 133,806 $ 137,021 $ 173,364
Adjust for distributed income of
equity investees (2,058) (1,413) (3,943) (4,697) (837) (4,191)
Equity in loss of equity method
investments 0 0 0 458 435 279
Minority interest in losses of
majority owned subsidiaries 0 0 0 (125) (37) (558)
Fixed charges, as below 70,215 70,418 69,634 69,923 72,243 72,058
Total earnings, as defined $ 195,499 $ 204,252 $ 199,261 $ 199,365 $ 208,825 $ 240,952
Fixed charges, as defined:
Interest charges $ 56,456 $ 57,348 $ 60,761 $ 60,677 $ 62,975 $ 62,494
Preferred stock dividends of
subsidiaries- gross up-IDACORP
rate 12,834 12,079 7,891 8,445 8,313 8,627
Rental interest factor 925 991 982 801 955 937
Total fixed charges 70,215 70,418 69,634 69,923 72,243 72,058
Preferred dividends requirements 0 0 0 0 0 0
Total combined fixed charges
and preferred dividends $ 70,215 $ 70,418 $ 69,634 $ 69,923 $ 72,243 $ 72,058
Ratio of earnings to combined fixed
charges and preferred dividends 2.78x 2.90x 2.86x 2.85x 2.89x 3.34x
|
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) June 30,
1995 1996 1997 1998 1999 2000
Earnings, as defined:
Income before income taxes $ 127,342 $ 135,247 $ 133,570 $ 133,806 $ 137,021 $ 173,364
Adjust for distributed income of
equity investees (2,058) (1,413) (3,943) (4,697) (837) (4,191)
Equity in loss of equity method
investments 0 0 0 458 435 279
Minority interest in losses of
majority owned subsidiaries 0 0 0 (125) (37) (558)
Supplemental fixed charges and
preferred dividends, as below 72,826 73,018 72,208 72,496 74,800 74,606
Total earnings, as defined $ 198,110 $ 206,852 $ 201,835 $ 201,938 $ 211,382 $ 243,500
Fixed charges, as defined:
Interest charges $ 56,456 $ 57,348 $ 60,761 $ 60,677 $ 62,975 $ 62,494
Preferred stock dividends of
subsidiaries-gross up-IDACORP
rate 12,834 12,079 7,891 8,445 8,313 8,627
Rental interest factor 925 991 982 801 955 937
Total fixed charges 70,215 70,418 69,634 69,923 72,243 72,058
Supplemental increment to fixed
charges* 2,611 2,600 2,574 2,573 2,557 2,548
Supplemental fixed charges 72,826 73,018 72,208 72,496 74,800 74,606
Preferred dividends requirements 0 0 0 0 0 0
Total combined supplemental
fixed charges and preferred
dividends $ 72,826 $ 73,018 $ 72,208 $ 72,496 $ 74,800 $ 74,606
Supplemental ratio of earnings to
combined fixed charges and
preferred dividends 2.72x 2.83x 2.80x 2.79x 2.83x 3.26x
*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.
|
Ex12d
Idaho Power Company
Consolidated Financial Information
Ratio of Earnings to Fixed Charges
Twelve Months
Twelve Months Ended December 31, Ended
(Thousands of Dollars) June 30,
1995 1996 1997 1998 1999 2000
Earnings, as defined:
Income before income taxes $ 135,333 $ 142,710 $ 138,746 $ 140,984 $ 143,078 $ 168,883
Adjust for distributed income of
equity investees (2,058) (1,413) (3,943) (4,697) (837) (4,191)
Equity in loss of equity method
investments 0 0 0 476 0 0
Minority interest in losses of
majority owned subsidiaries 0 0 0 (125) 0 0
Fixed charges, as below 57,381 58,339 61,743 61,394 62,969 60,718
Total earnings, as defined $ 190,656 $ 199,636 $ 196,546 $ 198,032 $ 205,210 $ 225,410
Fixed charges, as defined:
Interest charges $ 56,456 $ 57,348 $ 60,761 $ 60,593 $ 62,014 $ 59,781
Rental interest factor 925 991 982 801 955 937
Total fixed charges, as
defined $ 57,381 $ 58,339 $ 61,743 $ 61,394 $ 62,969 $ 60,718
Ratio of earnings to fixed charges 3.32x 3.42x 3.18x 3.23x 3.26x 3.71x
|
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) June 30,
1995 1996 1997 1998 1999 2000
Earnings, as defined:
Income before income taxes $ 135,333 $ 142,710 $ 138,746 $ 140,984 $ 143,078 $ 168,883
Adjust for distributed income of
equity investees (2,058) (1,413) (3,943) (4,697) (837) (4,191)
Equity in loss of equity method
investments 0 0 0 476 0 0
Minority interest in losses of
majority owned subsidiaries 0 0 0 (125) 0 0
Supplemental fixed charges, as
below 59,992 60,939 64,317 63,967 65,526 63,266
Total earnings, as defined $ 193,267 $ 202,236 $ 199,120 $ 200,605 $ 207,767 $ 227,958
Fixed charges, as defined:
Interest charges $ 56,456 $ 57,348 $ 60,761 $ 60,593 $ 62,014 $ 59,781
Rental interest factor 925 991 982 801 955 937
Total fixed charges 57,381 58,339 61,743 61,394 62,969 60,718
Supplemental increment to fixed
charges* 2,611 2,600 2,574 2,573 2,557 2,548
Total supplemental fixed
charges $ 59,992 $ 60,939 $ 64,317 $ 63,967 $ 65,526 $ 63,266
Supplemental ratio of earnings to
fixed charges 3.22x 3.32 x 3.10x 3.14x 3.17x 3.60x
*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.
|
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) June 30,
1995 1996 1997 1998 1999 2000
Earnings, as defined:
Income before income taxes $ 135,333 $ 142,710 $ 138,746 $ 140,984 $ 143,078 $ 168,883
Adjust for distributed income of
equity investees (2,058) (1,413) (3,943) (4,697) (837) (4,191)
Equity in loss of equity method
investments 0 0 0 476 0 0
Minority interest in losses of
majority owned subsidiaries 0 0 0 (125) 0 0
Fixed charges, as below 57,381 58,339 61,743 61,394 62,969 60,718
Total earnings, as defined $ 190,656 $ 199,636 $ 196,546 $ 198,032 $ 205,210 $ 225,410
Fixed charges, as defined:
Interest charges $ 56,456 $ 57,348 $ 60,761 $ 60,593 $ 62,014 $ 59,781
Rental interest factor 925 991 982 801 955 937
Total fixed charges 57,381 58,339 61,743 61,394 62,969 60,718
Preferred stock dividends-gross
up Idaho Power rate 12,392 12,146 7,803 8,275 8,133 8,936
Total combined fixed charges
and preferred dividends $ 69,773 $ 70,485 $ 69,546 $ 69,669 $ 71,102 $ 69,654
Ratio of earnings to combined fixed
charges and preferred dividends 2.73x 2.83x 2.83x 2.84x 2.89x 3.24x
|
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) June 30,
1995 1996 1997 1998 1999 2000
Earnings, as defined:
Income before income taxes $ 135,333 $ 142,710 $ 138,746 $ 140,984 $ 143,078 $ 168,883
Adjust for distributed income of
equity investees (2,058) (1,413) (3,943) (4,697) (837) (4,191)
Equity in loss of equity method
investments 0 0 0 476 0 0
Minority interest in losses of
majority owned subsidiaries 0 0 0 (125) 0 0
Supplemental fixed charges and
preferred dividends, as below 59,992 60,939 64,317 63,967 65,526 63,266
Total earnings, as defined $ 193,267 $ 202,236 $ 199,120 $ 200,605 $ 207,767 $ 227,958
Fixed charges, as defined:
Interest charges $ 56,456 $ 57,348 $ 60,761 $ 60,593 $ 62,014 $ 59,781
Rental interest factor 925 991 982 801 955 937
Total fixed charges 57,381 58,339 61,743 61,394 62,969 60,718
Supplemental increment to fixed
charges* 2,611 2,600 2,574 2,573 2,557 2,548
Supplemental fixed charges 59,992 60,939 64,317 63,967 65,526 63,266
Preferred stock dividends-gross
up Idaho Power rate 12,392 12,146 7,803 8,275 8,133 8,936
Total combined supplemental
fixed charges and preferred
dividends $ 72,384 $ 73,085 $ 72,120 $ 72,242 $ 73,659 $ 72,202
Supplemental ratio of earnings to
combined fixed charges and
preferred dividends 2.67x 2.77x 2.76x 2.78x 2.82x 3.16x
*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.
|
Exhibit 15
August 4, 2000
IDACORP, Inc.
Idaho Power Company
Boise, Idaho
We have made a review, in accordance with standards established by the American Institute of Certified Public Accountants, of the unaudited interim financial information of IDACORP, Inc. and subsidiaries and Idaho Power Company and subsidiaries for the periods ended June 30, 2000 and 1999, as indicated in our reports dated July 25, 2000; because we did not perform audits, we expressed no opinion on that information.
We are aware that our reports referred to above, which are included in your Quarterly Report on Form 10-Q for the quarter ended June 30, 2000, are incorporated by reference in Idaho Power Company's Registration Statement No.333-33124 on Form S-3 and IDACORP, Inc.'s Registration Statement Nos. 333-00139 and 333-64737 on Form S-3 and Registration Statement Nos. 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.
| ARTICLE UT |
| This schedule contains summary financial information extracted from IDACORP, Inc.(Ex-27A) and is qualified in its entirety by reference to such financial statements. |
| MULTIPLIER: 1,000 |
| PERIOD TYPE | 6 MOS |
| FISCAL YEAR END | DEC 31 1999 |
| PERIOD END | JUn 30 2000 |
| BOOK VALUE | PER BOOK |
| TOTAL NET UTILITY PLANT | 1,759,163 |
| OTHER PROPERTY AND INVEST | 160,643 |
| TOTAL CURRENT ASSETS | 681,581 |
| TOTAL DEFERRED CHARGES | 409,443 |
| OTHER ASSETS | 0 |
| TOTAL ASSETS | 3,010,830 |
| COMMON | 449,800 |
| CAPITAL SURPLUS PAID IN | 0 |
| RETAINED EARNINGS | 342,051 |
| TOTAL COMMON STOCKHOLDERS EQ | 791,851 |
| PREFERRED MANDATORY | 0 |
| PREFERRED | 105,583 |
| LONG TERM DEBT NET | 807,603 |
| SHORT TERM NOTES | 0 |
| LONG TERM NOTES PAYABLE | 13,470 |
| COMMERCIAL PAPER OBLIGATIONS | 25,458 |
| LONG TERM DEBT CURRENT PORT | 8,155 |
| PREFERRED STOCK CURRENT | 0 |
| CAPITAL LEASE OBLIGATIONS | 0 |
| LEASES CURRENT | 0 |
| OTHER ITEMS CAPITAL AND LIAB | 1,258,710 |
| TOT CAPITALIZATION AND LIAB | 3,010,830 |
| GROSS OPERATING REVENUE | 379,414 |
| INCOME TAX EXPENSE | 39,707 |
| OTHER OPERATING EXPENSES | 287,308 |
| TOTAL OPERATING EXPENSES | 327,015 |
| OPERATING INCOME LOSS | 52,399 |
| OTHER INCOME NET | 55,204 |
| INCOME BEFORE INTEREST EXPEN | 107,603 |
| TOTAL INTEREST EXPENSE | 33,001 |
| NET INCOME | 74,602 |
| PREFERRED STOCK DIVIDENDS | 0 |
| EARNINGS AVAILABLE FOR COMM | 74,602 |
| COMMON STOCK DIVIDENDS | 34,921 |
| TOTAL INTEREST ON BONDS | 0 |
| CASH FLOW OPERATIONS | 97,648 |
| EPS BASIC | 1.98 |
| EPS DILUTED | 1.98 |
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
| ARTICLE UT |
| This schedule contains summary financial information extracted from Idaho Power (EX-27B) Company and is qualified in its entirety by reference to such financial statements. |
| MULTIPLIER: 1,000 |
| PERIOD TYPE | 6 MOS |
| FISCAL YEAR END | DEC 31 1999 |
| PERIOD END | Jun 30 2000 |
| BOOK VALUE | PER BOOK |
| TOTAL NET UTILITY PLANT | 1,759,120 |
| OTHER PROPERTY AND INVEST | 27,020 |
| TOTAL CURRENT ASSETS | 520,215 |
| TOTAL DEFERRED CHARGES | 406,582 |
| OTHER ASSETS | 0 |
| TOTAL ASSETS | 2,712,937 |
| COMMON | 94,031 |
| CAPITAL SURPLUS PAID IN | 358,464 |
| RETAINED EARNINGS | 282,415 |
| TOTAL COMMON STOCKHOLDERS EQ | 734,910 |
| PREFERRED MANDATORY | 0 |
| PREFERRED | 105,583 |
| LONG TERM DEBT NET | 750,308 |
| SHORT TERM NOTES | 0 |
| LONG TERM NOTES PAYABLE | 13,000 |
| COMMERCIAL PAPER OBLIGATIONS | 14,500 |
| LONG TERM DEBT CURRENT PORT | 77 |
| PREFERRED STOCK CURRENT | 0 |
| CAPITAL LEASE OBLIGATIONS | 0 |
| LEASES CURRENT | 0 |
| OTHER ITEMS CAPITAL AND LIAB | 1,094,559 |
| TOT CAPITALIZATION AND LIAB | 2,712,937 |
| GROSS OPERATING REVENUE | 379,414 |
| INCOME TAX EXPENSE | 40,366 |
| OTHER OPERATING EXPENSES | 287,308 |
| TOTAL OPERATING EXPENSES | 327,674 |
| OPERATING INCOME LOSS | 51,740 |
| OTHER INCOME NET | 41,877 |
| INCOME BEFORE INTEREST EXPEN | 93,617 |
| TOTAL INTEREST EXPENSE | 27,737 |
| NET INCOME | 65,880 |
| PREFERRED STOCK DIVIDENDS | 2,912 |
| EARNINGS AVAILABLE FOR COMM | 62,968 |
| COMMON STOCK DIVIDENDS | 34,921 |
| TOTAL INTEREST ON BONDS | 0 |
| CASH FLOW OPERATIONS | 93,201 |
| EPS BASIC | 0 |
| EPS DILUTED | 0 |