UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q/A
Amendment No. 1
X | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES |
| EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2002
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES |
| EXCHANGE ACT OF 1934 |
For the transition period from | | to | |
| | | | |
Commission File Number
| | Exact name of registrant as specified in its charter, state of incorporation, address of principal executive offices, and telephone number | |
I.R.S. Employer Identification Number
|
| | | | |
1-3198 | | Idaho Power Company | | 82-0130980 |
| | 1221 W. Idaho Street | | |
| | Boise, ID 83702-5627 | | |
| | | | |
| | Telephone: (208) 388-2200 | | |
| | State of Incorporation: Idaho | | |
| | | | |
Former name, former address and former fiscal year, if changed since last report.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes X No ___
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
Yes No X_
Number of shares of Common Stock outstanding as of September 30, 2002: | 37,612,351 shares, all of which are held by IDACORP, Inc. |
|
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
Explanatory Note - Exhibits 99(a) and 99(b), which were referenced in the exhibit list to the Form 10-Q filed on November 8, 2002, were inadvertently omitted from the filing. They are filed herewith.
(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. |
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*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. |
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*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. |
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*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. |
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*3(a)(iii) | 1-3198 Form 10-Q for 6/30/00 | 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. |
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*3(b) | 1-3198 Form 10-Q for 9/30/99 | 3(c) | By-laws of IPC amended on September 9, 1999, and presently in effect. |
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*3(c) | 33-56071 | 3(d) | Articles of Share Exchange, as filed with the Secretary of State of Idaho on September 29, 1998. |
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*4(a)(i) | 2-3413 | B-2 | Mortgage and Deed of Trust, dated as of October 1, 1937, between IPC and Bankers Trust Company (now Deutsche Bank Trust Company Americas) 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 |
| | | Number | Dated |
| 2-49854 | 2(c) | Nineteenth | January 15, 1974 |
| 2-51722 | 2(c)(i) | Twentieth | August 1, 1974 |
| 2-51722 | 2(c)(ii) | Twenty-first | October 15, 1974 |
| 2-57374 | 2(c) | Twenty-second | November 15, 1976 |
| 2-62035 | 2(c) | Twenty-third | August 15, 1978 |
| 33-34222 | 4(d)(iii) | Twenty-fourth | September 1, 1979 |
| 33-34222 | 4(d)(iv) | Twenty-fifth | November 1, 1981 |
| 33-34222 | 4(d)(v) | Twenty-sixth | May 1, 1982 |
| 33-34222 | 4(d)(vi) | Twenty-seventh | May 1, 1986 |
| 33-00440 | 4(c)(iv) | Twenty-eighth | June 30, 1989 |
| 33-34222 | 4(d)(vii) | Twenty-ninth | January 1, 1990 |
| 33-65720 | 4(d)(iii) | Thirtieth | January 1, 1991 |
| 33-65720 | 4(d)(iv) | Thirty-first | August 15, 1991 |
| 33-65720 | 4(d)(v) | Thirty-second | March 15, 1992 |
| 33-65720 | 4(d)(vi) | Thirty-third | April 1, 1993 |
| 1-3198 Form 8-K Dated 12/17/93 | 4 | Thirty-fourth | December 1, 1993 |
| 1-3198 Form 8-K Dated 11/21/00 | 4 | Thirty-fifth | November 1, 2000 |
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| 1-3198 Form 8-K Dated 9/27/01 | 4(a) | Thirty-sixth | October 1, 2001 |
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*4(b) | 1-3198 Form 10-Q for 6/30/02 | 4(b) | Indenture for Debt Securities dated as of August 1, 2001 between Idaho Power Company and Bank One Trust Company N.A. as trustee |
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*4(c) | 1-3198 Form 10-Q for 6/30/02 | 4(c) | First Supplemental Indenture dated as of September 1, 2001 to Indenture for Debt Securities dated as of August 1, 2001 between Idaho Power Company and Bank One Trust Company N.A. as trustee. |
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*4(d) | 1-3198 Form 10-Q for 6/30/00 | 4(b) | Instruments relating to IPC American Falls bond guarantee. (see Exhibit 10(c)). |
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*4(e) | 33-65720 | 4(f) | Agreement of IPC to furnish certain debt instruments. |
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*4(f) | 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. |
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*10(a) | 2-49854 | 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. |
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*10(a)(i) | 2-51762 | 5(c) | Amendment, dated February 1, 1974, relating to operation agreement filed as Exhibit 10(a). |
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*10(b) | 2-49854 | 5(c) | Agreement, dated as of October 11, 1973, between IPC and Pacific Power & Light Company. |
*10(c) | 1-3198 Form 10-Q for 6/30/00 | 10(c) | Guaranty Agreement, dated April1, 2000, between IPC and Bank One Trust Company N.A., as Trustee, relating to $19,885,000 American Falls Replacement Dam Refunding Bonds of the American Falls Reservoir District, Idaho. |
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*10(d) | 2-62034 | 5(r) | Guaranty Agreement, dated as of August 30, 1974, between IPC and Pacific Power & Light Company. |
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*10(e) | 2-56513 | 5(i) | Letter Agreement, dated January 23, 1976, between IPC and Portland General Electric Company. |
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*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. |
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*10(e)(ii) | 2-62034 | 5(t) | Amendment, dated September 30, 1977, relating to agreement filed as Exhibit 10(e). |
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*10(e)(iii) | 2-62034 | 5(u) | Amendment, dated October 31, 1977, relating to agreement filed as Exhibit 10(e). |
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*10(e)(iv) | 2-62034 | 5(v) | Amendment, dated January 23, 1978, relating to agreement filed as Exhibit 10(e). |
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*10(e)(v) | 2-62034 | 5(w) | Amendment, dated February 15, 1978, relating to agreement filed as Exhibit 10(e). |
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*10(e)(vi) | 2-68574 | 5(x) | Amendment, dated September 1, 1979, relating to agreement filed as Exhibit 10(e). |
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*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. |
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*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. |
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*10(h)(i) 1 | 1-3198 Form 10-K for 1996 | 10(n)(iv) | The Revised Security Plan for Senior Management Employees - a non-qualified, deferred compensation plan effective August 1, 1996. |
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*10(h)(ii) 1 | 1-3198 Form 10-K for 2001 | 10(n)(ii) | The Executive Annual Incentive Plan for senior management employees of IPC effective January 1, 2001. |
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*10(h)(iii) 1 | 1-3198 Form 10-K for 1994 | 10(n)(iii) | The 1994 Restricted Stock Plan for officers and key executives of IDACORP, Inc. and IPC effective July 1, 1994. |
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*10(h)(iv) 1 | 1-3198 Form 10-K for 1998 | 10(h)(iv) | The Revised Security Plan for Board of Directors - a non-qualified, deferred compensation plan effective August 1, 1996, revised March 8, 1999, as amended. |
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*10(h) (v) 1 | 1-3198 Form 10-Q for 3/31/02 | 10(h)(v) | IDACORP, Inc. Non-Employee Directors Stock Compensation Plan as of May 17, 1999, as amended. |
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*10(h)(vi) | 1-3198 Form 10-K for 1997 | 10(y) | Executive Employment Agreement dated November 20, 1996 between IPC and Richard Riazzi. |
*10(h)(vii) | 1-3198 Form 10-Q for 6/30/99 | 10(g) | Executive Employment Agreement dated April 12, 1999 between IPC and Marlene Williams. |
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*10(h)(viii) | 1-14465 Form 10-Q for 9/30/99 | 10(h) | Agreement between IDACORP, Inc. and Jan B. Packwood, J. LaMont Keen, James C. Miller, Richard Riazzi, Darrel T. Anderson, Bryan Kearney, Cliff N. Olson, Robert W. Stahman and Marlene K. Williams. |
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*10(h)(ix) 1 | 1-3198 Form 10-Q for 3/31/02 | 10(h)(ix) | IDACORP, Inc. 2000 Long-Term Incentive and Compensation Plan, as amended. |
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*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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*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). |
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*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). |
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*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. |
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*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. |
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12 | | | Statement Re: Computation of Ratio of Earnings to Fixed Charges. |
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12(a) | | | Statement Re: Computation of Supplemental Ratio of Earnings to Fixed Charges. |
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12(b) | | | Statement Re: Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Dividend Requirements. |
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12(c) | | | Statement Re: Computation of Supplemental Ratio of Earnings to Combined Fixed Charges and Preferred Dividend Requirements. |
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15 | | | Letter Re: Unaudited Interim Financial Information. |
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*21 | 1-3198 Form 10-K for 2001 | 21 | Subsidiary of IPC. |
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99(a) | | | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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99(b) | | | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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[1] Compensatory Plan
(b) Reports on Form 8-K. The following reports on Form 8-K were filed for the three months ended September 30, 2002.
Items Reported | | Date of Report |
| | |
Item 5 - Other Events and Regulation FD Disclosure | | August 29, 2002 |
Item 5 - Other Events and Regulation FD Disclosure and | | September 9, 2002 |
Item 7 - Financial Statements and Exhibits | | |
| | |
* 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 amendment to be signed on its behalf by the undersigned thereunto duly authorized.
| IDAHO POWER COMPANY |
(Registrant) |
|
Date | November 12, 2002 | By: | /s/ | J LaMont Keen |
| J. LaMont Keen |
| President and Chief |
| Operating Officer |
|
Date | November 12, 2002 | By: | /s/ | Darrel T Anderson |
| Darrel T. Anderson |
| Vice President, Chief Financial |
| Officer and Treasurer |
| (Principal Financial Officer) |
| (Principal Accounting Officer) |
CERTIFICATIONS
I, Jan B. Packwood, Chief Executive Officer, certify that:
1. I have reviewed the quarterly report on Form 10-Q for the period ending September 30, 2002, as amended by Form 10-Q/A (Amendment No. 1) of Idaho Power Company;
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 (c) and 15d-14 (c)) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: | November 12, 2002 | | | /s/Jan B. Packwood |
| | | Name: | Jan B. Packwood |
| | | Title: | Chief Executive Officer |
I, Darrel T. Anderson, Vice President, Chief Financial Officer and Treasurer, certify that:
1. I have reviewed the quarterly report on Form 10-Q for the period ending September 30, 2002, as amended by Form 10-Q/A (Amendment No. 1) of Idaho Power Company;
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 (c) and 15d-14 (c)) for the registrant and we have:
- designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
- evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
- presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):
- all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
- any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: | November 12, 2002 | | | /s/Darrel T. Anderson |
| | | Name: | Darrel T. Anderson |
| | | Title: | Vice President, Chief Financial |
| | | | Officer and Treasurer |