UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1999 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Exact name of registrants as specified in their charters, state I.R.S. Employer Commission of incorporation, address of Identification File Number principal executive offices, and Number telephone number 1-14465 IDACORP, Inc. 82-0505802 1-3198 Idaho Power Company 82-0130980 1221 W. Idaho Street Boise, ID 83702-5627 Telephone: (208) 388-2200 State of Incorporation: Idaho Web site: www.idacorpinc.com None Former name, former address and former fiscal year, if changed since last report. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Number of shares of Common Stock outstanding as of June 30, 1999: IDACORP, Inc.: 37,612,351 Idaho Power Company: 37,612,351 shares, all of which are held by IDACORP,Inc. INDEX Page Definitions 2 Part I. Financial Information: Item 1. Financial Statements IDACORP, Inc: Consolidated Statements of Income 3-4 Consolidated Balance Sheets 5-6 Consolidated Statements of Capitalization 7 Consolidated Statements of Cash Flows 8 Notes to Consolidated Financial Statements 9-13 Independent Accountants' Report 14 Idaho Power Company: Consolidated Statements of Income 15-16 Consolidated Balance Sheets 17-18 Consolidated Statements of Capitalization 19 Consolidated Statements of Cash Flows 20 Notes to Consolidated Financial Statements 21-22 Independent Accountants' Report 23 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 24-31 Part II. Other Information: Item 4. Submission of Matters to a Vote of Security Holders 32-33 Item 6. Exhibits and Reports on Form 8-K 34-37 Signatures 38-39 DEFINITIONS FASB Financial Accounting Standards Board FERC Federal EnergyRegulatory Commission IPUC Idaho Public Utilities Commission KWh kilowatt-hour MAF Million Acre-Feet MMbtu Million British Thermal Units MWh Megawatt-hour OPUC Oregon PublicUtilities Commission PCA Power Cost Adjustment PUCN Public UtilityCommission of Nevada REA Rural Electrification Administration SFAS Statement ofFinancial Accounting Standards FORWARD LOOKING INFORMATION This Form 10-Q contains "forward-looking statements" intended to qualify for safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. Forward- looking statements should be read with the cautionary statements and important factors included in this Form 10-Q at Part I, Item 2. Management's Discussion and Analysis of Financial Condition and Results Of Operations-Forward-Looking Information. Forward- looking statements are all statements other than statements of historical fact, including without limitation those that are identified by the use of the words "anticipates," "estimates," "expects," "intends," "plans," "predicts," and similar expressions and include, but are not limited to, statements under the heading "Other Matters" concerning the outcome of IDACORP, Inc.'s and Idaho Power Company's Year 2000 efforts. PART I - FINANCIAL INFORMATION Item 1. Financial Statements IDACORP, Inc. Consolidated Statements of Income Three Months Ended June 30, 1999 1998 (Thousands of Dollars except for per share amounts) REVENUES: General business $ 129,530 $ 120,997 Off-system sales 29,520 38,487 Other revenues 6,022 7,648 Total revenues 165,072 167,132 EXPENSES: Operation: Purchased power 22,527 25,242 Fuel expense 18,854 14,303 Power cost adjustment 6,192 13,814 Other 41,196 38,606 Maintenance 11,499 11,525 Depreciation 19,404 19,044 Taxes other than income taxes 5,676 5,501 Total expenses 125,348 128,035 INCOME FROM OPERATIONS 39,724 39,097 OTHER INCOME: Allowance for equity funds used during construction 230 24 Energy trading activities - Net 7,096 3,198 Other - Net 1,893 3,503 Total other income 9,219 6,725 INTEREST EXPENSE AND OTHER: Interest on long-term debt 13,758 13,060 Other interest 2,200 2,060 Allowance for borrowed funds used during construction (134) (279) Preferred dividends of Idaho Power Company 1,352 1,417 Total interest expense and other 17,176 16,258 INCOME BEFORE INCOME TAXES 31,767 29,564 INCOME TAXES 10,525 9,213 NET INCOME $ 21,242 $ 20,351 AVERAGE COMMON SHARES OUTSTANDING (000) 37,612 37,612 EARNINGS PER SHARE OF COMMON STOCK (basic and diluted) $ 0.56 $ 0.54 The accompanying notes are an integral part of these statements. IDACORP, Inc. Consolidated Statements of Income Six Months Ended June 30, 1999 1998 (Thousands of Dollars except for per share amounts) REVENUES: General business $ 259,222 $ 233,220 Off-system sales 67,031 87,643 Other revenues 12,969 17,182 Total revenues 339,222 338,045 EXPENSES: Operation: Purchased power 40,415 52,977 Fuel expense 40,875 35,023 Power cost adjustment 15,198 14,289 Other 73,964 71,553 Maintenance 19,382 20,553 Depreciation 38,575 37,940 Taxes other than income taxes 11,259 10,844 Total expenses 239,668 243,179 INCOME FROM OPERATIONS 99,554 94,866 OTHER INCOME: Allowance for equity funds used during construction 387 24 Energy trading activities - Net 7,843 2,870 Other - Net 4,126 5,605 Total other income 12,356 8,499 INTEREST EXPENSE AND OTHER: Interest on long-term debt 27,153 26,097 Other interest 4,429 4,146 Allowance for borrowed funds used during construction (358) (440) Preferred dividends of Idaho Power Company 2,720 2,822 Total interest expense and other 33,944 32,625 INCOME BEFORE INCOME TAXES 77,966 70,740 INCOME TAXES 27,224 22,338 NET INCOME $ 50,742 $ 48,402 AVERAGE COMMON SHARES OUTSTANDING (000) 37,612 37,612 EARNINGS PER SHARE OF COMMON STOCK (basic and diluted)$ 1.35 $ 1.29 The accompanying notes are an integral part of these statements. IDACORP, Inc. Consolidated Balance Sheets Assets June 30, December 31, 1999 1998 (Thousands of Dollars) ELECTRIC PLANT: In service (at original cost) $ 2,690,424 $ 2,659,441 Accumulated provision for depreciation (1,042,176) (1,009,387) In service - Net 1,648,248 1,650,054 Construction work in progress 75,915 59,717 Held for future use 1,742 1,738 Electric plant - Net 1,725,905 1,711,509 INVESTMENTS AND OTHER PROPERTY 139,280 129,437 CURRENT ASSETS: Cash and cash equivalents 14,671 22,867 Receivables: Customer 81,123 81,245 Allowance for uncollectible accounts (1,397) (1,397) Natural gas 33,120 21,426 Notes 4,679 4,643 Employee notes 4,487 4,510 Other 7,633 6,059 Energy trading assets 82,988 - Accrued unbilled revenues 33,586 34,610 Materials and supplies (at average cost) 31,995 30,157 Fuel stock (at average cost) 9,725 7,096 Prepayments 14,511 16,042 Regulatory assets associated with income taxes 2,965 2,965 Total current assets 320,086 230,223 DEFERRED DEBITS: American Falls and Milner water rights 31,585 31,830 Company-owned life insurance 43,672 35,149 Regulatory assets associated with income taxes 201,850 201,465 Regulatory assets - other 40,495 62,013 Other 50,625 49,994 Total deferred debits 368,227 380,451 TOTAL $ 2,553,498 $ 2,451,620 The accompanying notes are an integral part of these statements. IDACORP, Inc. Consolidated Balance Sheets Capitalization and Liabilities June 30, December 31, 1999 1998 (Thousands of Dollars) CAPITALIZATION: Common stock equity: Common stock without par value (shares authorized 120,000,000; shares outstanding 37,612,351) $ 451,076 $ 451,564 Retained earnings 294,418 278,607 Accumulated other comprehensive income 226 226 Total common stock equity 745,720 730,397 Preferred stock of Idaho Power Company 105,919 105,968 Long-term debt 738,547 815,937 Total capitalization 1,590,186 1,652,302 CURRENT LIABILITIES: Long-term debt due within one year 86,193 6,029 Notes payable 48,150 38,524 Accounts payable 69,439 73,499 Accounts payable - natural gas 21,075 28,476 Energy trading liabilities 83,017 - Taxes accrued 27,374 24,785 Interest accrued 18,445 18,365 Deferred income taxes 2,965 2,965 Other 14,973 12,275 Total current liabilities 371,631 204,918 DEFERRED CREDITS: Regulatory liabilities associated with deferred investment tax credits 68,424 69,396 Deferred income taxes 421,271 422,196 Regulatory liabilities associated with income taxes 28,075 28,075 Regulatory liabilities - other 2,122 4,161 Other 71,789 70,572 Total deferred credits 591,681 594,400 COMMITMENTS AND CONTINGENT LIABILITIES TOTAL $ 2,553,498 $ 2,451,620 The accompanying notes are an integral part of these statements. IDACORP, Inc. Consolidated Statements of Capitalization June 30, December 31, 1999 % 1998 % (Thousands of Dollars) COMMON STOCK EQUITY: Common stock $ 451,076 $ 451,564 Retained earnings 294,418 278,607 Accumulated other comprehensive income 226 226 Total common stock equity 745,720 47 730,397 44 PREFERRED STOCK OF IDAHO POWER COMPANY: 4% preferred stock 15,919 15,968 7.68% Series, serial preferred stock 15,000 15,000 7.07% Series, serial preferred stock 25,000 25,000 Auction rate preferred stock 50,000 50,000 Total preferred stock 105,919 7 105,968 7 LONG-TERM DEBT OF IDAHO POWER COMPANY: First mortgage bonds: 8.65% Series due 2000 80,000 80,000 6.93% Series due 2001 30,000 30,000 6.85% Series due 2002 27,000 27,000 6.40% Series due 2003 80,000 80,000 8 % Series due 2004 50,000 50,000 5.83% Series due 2005 60,000 60,000 Maturing 2021 through 2031 with rates ranging from 7.5% to 9.52% 230,000 230,000 Total first mortgage bonds 557,000 557,000 Amount due within one year (80,000) - Net first mortgage bonds 477,000 557,000 Pollution control revenue bonds: 7 1/4% Series due 2008 4,360 4,360 8.30 % Series 1984 due 2014 49,800 49,800 6.05 % Series 1996A due 2026 68,100 68,100 Variable Rate Series 1996B due 2026 24,200 24,200 Variable Rate Series 1996C due 2026 24,000 24,000 Total pollution control revenue bonds 170,460 170,460 REA notes 1,452 1,489 Amount due within one year (75) (74) Net REA notes 1,377 1,415 American Falls bond guarantee 19,885 20,130 Milner Dam note guarantee 11,700 11,700 Debt related to investments in affordable housing with rates ranging from 6.03% to 8.59% due 1999 to 2009 65,095 62,103 Amount due within one year (6,118) (5,955) Net affordable housing debt 58,977 56,148 Unamortized premium/discount - Net (1,490) (1,539) Net Idaho Power Company debt 737,909 815,314 OTHER SUBSIDIARY DEBT 638 623 Total long-term debt 738,547 46 815,937 49 TOTAL CAPITALIZATION $ 1,590,186 100 $ 1,652,302 100 The accompanying notes are an integral part of these statements. IDACORP, Inc. Consolidated Statements of Cash Flows Six Months Ended June 30, 1999 1998 (Thousands of Dollars) OPERATING ACTIVITIES: Net income $ 50,742 $ 48,402 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 47,717 43,562 Deferred taxes and investment tax credits (2,282) (2,453) Accrued PCA costs 15,122 14,081 Change in: Accounts receivable and prepayments (11,628) 9,808 Accrued unbilled revenue 1,024 1,001 Materials and supplies and fuel stock (4,467) (1,057) Accounts payable (11,461) (27,383) Taxes accrued 2,589 3,232 Other current assets and liabilities 2,778 (289) Other - net (4,689) (672) Net cash provided by operating activities 85,445 88,232 INVESTING ACTIVITIES: Additions to utility plant (51,517) (43,659) Investments in affordable housing projects (10,591) (10,125) Investments in company-owned life insurance (6,749) - Other - net (1,915) (3,961) Net cash used in investing activities (70,772) (57,745) FINANCING ACTIVITIES: Issuance of long-term debt related to affordable housing projects 7,271 4,896 Retirement of long-term debt related to affordable housing projects (4,279) - Dividends on common stock (34,931) (34,979) Increase (Decrease) in short-term borrowings 9,626 (4,989) Other - net (556) 110 Net cash used in financing activities (22,869) (34,962) Net decrease in cash and cash equivalents (8,196) (4,475) Cash and cash equivalents beginning of period 22,867 6,905 Cash and cash equivalents at end of period $ 14,671 $ 2,430 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the period for: Income taxes $ 24,784 $ 27,132 Interest (net of amount capitalized) $ 30,095 $ 25,078 The accompanying notes are an integral part of these statements IDACORP, Inc. Notes to Consolidated Financial Statements 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Nature of Business IDACORP, Inc. (IDACORP or the Company), a holding company formed in 1998, is the parent of Idaho Power Company (IPC), Ida-West Energy Company, IDACORP Energy Solutions Co., IDACORP Energy Services Co. and IDACORP Technologies, Inc. On October 1, 1998 IPC's outstanding common stock was converted on a share-for-share basis into common stock of the Company. However, IPC's preferred stock and debt securities outstanding were unaffected and remain with IPC. IPC, a public utility, represents over 90% of the total assets of the Company and is its principal operating subsidiary. IPC is regulated by the FERC and the state regulatory commissions of Idaho, Oregon, Nevada and Wyoming and is engaged in the generation, transmission, distribution, sale and purchase of electric energy. Financial Statements In the opinion of the Company, the accompanying unaudited consolidated financial statements contain all adjustments necessary to present fairly its consolidated financial position as of June 30, 1999, and its consolidated results of operations and cash flows for the three and six months ended June 30, 1999 and 1998. These financial statements do not contain the complete detail or footnote disclosure concerning accounting policies and other matters that would be included in full year financial statements and, therefore, they should be read in conjunction with the Company's audited consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 1998. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned or controlled subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. Investments in business entities in which the Company and its subsidiaries do not have control, but have the ability to exercise significant influence over operating and financial policies, are accounted for using the equity method. Accounting for Contracts Involved in Energy Trading and Risk Management Activities The Company adopted Emerging Issues Task Force 98-10 "Accounting for Contracts Involved in Energy Trading Activities," (EITF 98-10) effective January 1, 1999. The consensus establishes standards for designating between energy contracts and energy trading contracts and accounting for each. Energy trading contracts are reported at fair value as of the balance sheet date with the resulting gains and losses reported in the income statement. The resulting impact on net income of adoption was immaterial. Related to the adoption of EITF 98-10, the Company has begun reporting electricity trading activity net (netting revenues and expenses) in "Other Income-Energy trading activities-net" on the Consolidated Statements of Income. Prior periods have been reclassified to conform with the current period's presentation with no impact to net income. Derivative Financial Instruments The Company uses financial instruments such as commodity forwards, futures, options and swaps to hedge against exposure to commodity price risk in the electricity and natural gas markets as well as to optimize its energy trading portfolio. The accounting for derivative financial instruments is in accordance with the concepts established in SFAS No. 80, "Accounting for Futures Contracts," American Institute of Certified Public Accountants Statement of Position 86-2, "Accounting for Options," and recently issued EITF 98-10. Gains and losses from derivative instruments designed to hedge energy trading contracts as defined by EITF 98-10 are recognized in income on a current basis along with the gains and losses of the hedged transaction. Additionally, gains and losses on derivative transactions not qualifying as a hedge are recognized currently in income. Cash flows from derivatives are recognized in the statement of cash flows as an operating activity. Comprehensive Income For the six-month periods ended June 30, 1999 and 1998, the Company's comprehensive income was not materially different from net income. The components of comprehensive income include net income, the Company's proportionate share of unrealized holding gains on marketable securities held by an equity investee, and the changes in additional minimum liability under a deferred compensation plan for certain senior management employees and directors. Reclassifications Certain items previously reported for periods prior to June 30, 1999 have been reclassified to conform with the current period's presentation. Net income was not affected by these reclassifications. 2. INCOME TAXES: The Company's effective tax rate for the first six months increased from 31.6 percent in 1998 to 34.9 percent in 1999. Reconciliations between the statutory income tax rate and the effective rates for the six-month periods ended June 30, 1999 and 1998 are as follows: 1999 1998 Amount Rate Amount Rate Computed income taxes based on statutory federal income tax rate $ 27,288 35.0% $ 24,759 35.0% Changes in taxes resulting from: Current state income taxes 4,230 5.4 3,058 4.3 Net depreciation 2,662 3.4 2,677 3.8 Investment tax credits restored (1,481) (1.9) (1,462) (2.1) Removal costs (375) (0.5) (877) (1.2) Repair allowance (1,137) (1.5) (1,564) (2.2) Affordable housing credits (4,222) (5.4) (3,177) (4.5) Preferred dividends 952 1.2 988 1.4 Settlement of prior year tax returns - - (1,000) (1.4) Other (693) (0.8) (1,064) (1.5) Total $ 27,224 34.9% $ 22,338 31.6% 3. PREFERRED STOCK OF IDAHO POWER COMPANY: The number of shares of IPC preferred stock outstanding were as follows: June 30, December 31, 1999 1998 Cumulative, $100 par value: 4% preferred stock (authorized 215,000 shares) 159,190 159,680 Serial preferred stock, 7.68% Series (authorized 150,000 shares) 150,000 150,000 Serial preferred stock, cumulative, without Par value; total of 3,000,000 shares authorized: 7.07% Series, $100 stated value,(authorized 250,000 shares) 250,000 250,000 Auction rate preferred stock, $100,000 stated Value, (authorized 500 shares) 500 500 4. FINANCING: The Company currently has a $300.0 million shelf registration statement that can be used for the issuance of unsecured debt securities and preferred or common stock. At June 30, 1999, none had been issued. IPC currently has a $200.0 million shelf registration statement with a balance of $83.0 million remaining to be issued. This can be used for first mortgage bonds (including medium term notes) or preferred stock. 5. COMMITMENTS AND CONTINGENT LIABILITIES: Commitments under contracts and purchase orders relating to the Company's program for construction and operation of facilities amounted to approximately $6.6 million at June 30, 1999. The commitments are generally revocable by the Company subject to reimbursement of manufacturers' expenditures incurred and/or other termination charges. The Company is party to various legal claims, actions, and complaints, certain of which involve material amounts. Although the Company is unable to predict with certainty whether or not it will ultimately be successful in these legal proceedings, or, if not, what the impact might be, based upon the advice of legal counsel, management presently believes that disposition of these matters will not have a material adverse effect on the Company's financial position, results of operation, or cash flows. 6. REGULATORY ISSUES: PCA IPC has a PCA mechanism that provides for annual adjustments to the rates charged to Idaho retail customers. These adjustments, which take effect annually on May 16, are based on forecasts of net power supply costs and the true-up of the prior year's forecast. The difference between the actual costs incurred and the forecasted costs is deferred, with interest, and trued-up in the next annual rate adjustment. For the 1999-2000 rate period, actual power supply costs have been less than forecast, due to better than forecast hydroelectric generating conditions. IPC has recorded a reduction to regulatory assets of $7.1 million as of June 30, 1999. The May 16, 1999 rate adjustment reduced Idaho general business customer rates by 9.2 percent. The decrease results from projected above-average hydroelectric generating conditions and the true-up of the 1998-99 rate period. Overall, IPC's annual general business revenues are expected to decrease by $40.4 million. Regulatory Settlement Under the terms of an IPUC Settlement in effect through 1999, when earnings in IPC's Idaho jurisdiction exceed an 11.75 percent return on year-end common equity, 50 percent of the excess is set aside for the benefit of Idaho retail customers. On April 7, 1999 IPC submitted the 1998 annual earnings sharing compliance filing to the IPUC. This filing indicated that there was almost $6.4 million in earnings before authorized deductions, or $3.3 million after authorized deductions, available for the benefit of IPC's Idaho customers. On June 16, 1999 IPC filed a supplement to the April 7, 1999 annual earnings sharing compliance filing requesting that the $3.3 million of remaining 1997 and 1998 revenue sharing be refunded to its customers. On July 19, 1999 the IPUC issued Order No. 28099 in Case IPC-E-99-2, refunding $0.7 million to special contract and large customers. The remaining balance of $2.6 million has been deferred with interest until May 2000. DSM (Conservation) Expenses IPC has obtained changes to the regulatory treatment of previously deferred DSM expenses in both Idaho and Oregon. In Idaho, IPC requested that the IPUC allow for the recovery of post-1993 DSM expenses and acceleration of the recovery of DSM expenditures authorized in the last general rate case. In its Order No. 27660 issued on July 31, 1998, the IPUC set a new amortization period of 12 years instead of the 24-year period previously adopted. The IPUC order reflects an increase in annual Idaho retail revenue requirements of $3.1 million for 12 years. Per Order No. 27660 issued July 31, 1998, IPC funded the 1998 annual revenue requirement with 1997 revenue sharing amounts from July 1998 until May 16, 1999. A group of industrial customers has appealed the IPUC order to the Idaho Supreme Court. In December 1998, IPC filed with the IPUC a request to recover remaining deferred DSM expenditures of approximately $2.1 million. The IPUC conducted a hearing on this matter in March 1999. In the filing IPC requested that the amount be applied against 1998 earnings sharing amounts. On May 11, 1999 IPC received Order No. 28041 allowing for $1.5 million recovery of existing and future DSM expenditures to be funded out of 1998 revenue sharing funds. In Oregon, the OPUC authorized a five-year amortization of the Oregon-allocated share of DSM expenditures incurred through 1997. The DSM charge replaces an expiring rate surcharge related to extraordinary power supply costs associated with past drought conditions. IPC anticipates that the charge will recover approximately $540,000 per year. 7. NEW ACCOUNTING PRONOUNCEMENT: In June 1998 the FASB issued SFAS No. 133 "Accounting for Derivative Instruments and Hedging Activities." This statement establishes accounting and reporting standards for derivative financial instruments and other similar instruments and for hedging activities. It was originally effective for fiscal years beginning after June 15, 1999. In June 1999 the FASB issued SFAS No. 137 "Accounting for Derivative Instruments and Hedging Activities - Deferral of the Effective Date of FASB Standard No. 133", which defers the effective date of SFAS No. 133 one year. The Company is reviewing SFAS No. 133 to determine its effects on the Company's financial position and results of operations. 8. DERIVATIVE FINANCIAL INSTRUMENTS: The notional amount of open commodity derivative positions as of June 30, 1999 was a net long electricity position of 305 MW and a net long natural gas position of 98 BCF. The loss in fair value of commodity derivative positions (including natural gas and electricity forwards, futures, options and swaps) included in income before income taxes for the six months ended June 30, 1999 was $(2.2) million. 9. INDUSTRY SEGMENT INFORMATION: IDACORP's dominant operating segment is the regulated utility operations of IPC. IDACORP's non-utility operating segments do not individually constitute more than 10% of enterprise revenues, income or assets, nor in aggregate do they comprise more than 25% of enterprise revenues, income or assets. IPC's primary business is the generation, transmission, distribution, purchase and sale of electricity. Substantially all of the Company's revenue comes from the sale of electricity and related services, predominately in the United States. The Company also sells natural gas, solar electric products and systems, control systems integration services for substations and semiconductor manufacturing, and other miscellaneous services. Revenues from these operations are not significant. The following table summarizes the segment information for IPC utility operations, with a reconciliation to total enterprise information: IPC Total Utility Other Enterprise (Thousands of Dollars) Six months ended June 30, 1999: Revenues $ 339,222 $ - $ 339,222 Net income 46,097 4,645 50,742 Total assets at June 30, 1999 2,339,057 214,441 2,553,498 Six months ended June 30, 1998: Revenues $ 338,045 $ - $ 338,045 Net income 46,655 1,747 48,402 Total assets at December 31,1998 2,310,322 141,298 2,451,620 INDEPENDENT ACCOUNTANTS' REPORT IDACORP, Inc. Boise, Idaho We have reviewed the accompanying consolidated balance sheet and statement of capitalization of IDACORP, Inc. and subsidiaries as of June 30, 1999, and the related consolidated statements of income for the three and six month periods ended June 30, 1999 and 1998 and consolidated statements of cash flows for the six month periods ended June 30, 1999 and 1998. These financial statements are the responsibility of the Company's management. We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to such consolidated financial statements for them to be in conformity with generally accepted accounting principles. We have previously audited, in accordance with generally accepted auditing standards, the consolidated balance sheet and statement of capitalization of IDACORP, Inc. and subsidiaries as of December 31, 1998, and the related consolidated statements of income, comprehensive income, retained earnings, and cash flows for the year then ended (not presented herein); and in our report dated January 29, 1999, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet and statement of capitalization as of December 31, 1998 is fairly stated, in all material respects, in relation to the consolidated balance sheet and statement of capitalization from which it has been derived. DELOITTE & TOUCHE LLP Boise, Idaho July 30, 1999 Idaho Power Company Consolidated Statements of Income Three Months Ended June 30, 1999 1998 (Thousands of Dollars) REVENUES: General business $ 129,530 $ 120,997 Off-system sales 29,520 38,487 Other revenues 6,022 7,648 Total revenues 165,072 167,132 EXPENSES: Operation: Purchased power 22,527 25,242 Fuel expense 18,854 14,303 Power cost adjustment 6,192 13,814 Other 41,196 38,606 Maintenance 11,499 11,525 Depreciation 19,404 19,044 Taxes other than income taxes 5,676 5,501 Total expenses 125,348 128,035 INCOME FROM OPERATIONS 39,724 39,097 OTHER INCOME: Allowance for equity funds used during construction 230 24 Energy trading activities - Net 7,860 3,198 Other - Net 788 3,503 Total other income 8,878 6,725 INTEREST CHARGES: Interest on long-term debt 13,720 13,060 Other interest 1,741 2,060 Allowance for borrowed funds used during construction (134) (279) Total interest charges 15,327 14,841 INCOME BEFORE INCOME TAXES 33,275 30,981 INCOME TAXES 10,479 9,213 NET INCOME 22,796 21,768 Dividends on preferred stock 1,352 1,417 EARNINGS ON COMMON STOCK $ 21,444 $ 20,351 The accompanying notes are an integral part of these statements. Idaho Power Company Consolidated Statements of Income Six Months Ended June 30, 1999 1998 (Thousands of Dollars) REVENUES: General business $ 259,222 $ 233,220 Off system sales 67,031 87,643 Other revenues 12,969 17,182 Total revenues 339,222 338,045 EXPENSES: Operation: Purchased power 40,415 52,977 Fuel expense 40,875 35,023 Power cost adjustment 15,198 14,289 Other 73,964 71,553 Maintenance 19,382 20,553 Depreciation 38,575 37,940 Taxes other than income taxes 11,259 10,844 Total expenses 239,668 243,179 INCOME FROM OPERATIONS 99,554 94,866 OTHER INCOME: Allowance for equity funds used during construction 387 24 Energy trading activities - Net 8,586 2,870 Other - Net 2,739 5,605 Total other income 11,712 8,499 INTEREST CHARGES: Interest on long-term debt 27,080 26,097 Other interest 3,903 4,146 Allowance for borrowed funds used during construction (358) (440) Total interest charges 30,625 29,803 INCOME BEFORE INCOME TAXES 80,641 73,562 INCOME TAXES 27,061 22,338 NET INCOME 53,580 51,224 Dividends on preferred stock 2,720 2,822 EARNINGS ON COMMON STOCK $ 50,860 $ 48,402 The accompanying notes are an integral part of these statements. Idaho Power Company Consolidated Balance Sheets Assets June 30, December 31, 1999 1998 (Thousands of Dollars) ELECTRIC PLANT: In service (at original cost) $ 2,690,424 $ 2,659,441 Accumulated provision for depreciation (1,042,176) (1,009,387) In service - Net 1,648,248 1,650,054 Construction work in progress 73,834 58,904 Held for future use 1,742 1,738 Electric plant - Net 1,723,824 1,710,696 INVESTMENTS AND OTHER PROPERTY 110,207 105,600 CURRENT ASSETS: Cash and cash equivalents 5,508 20,029 Receivables: Customer 80,974 81,227 Allowance for uncollectible accounts (1,397) (1,397) Natural gas - 21,426 Notes 361 467 Employee notes 4,487 4,510 Other (including $1,040 and $3,164 from related parties in 1999 and 1998 respectively) 8,657 8,502 Energy trading assets 66,459 - Accrued unbilled revenues 33,586 34,610 Materials and supplies (at average cost) 31,781 30,143 Fuel stock (at average cost) 9,725 7,096 Prepayments 14,440 16,011 Regulatory assets associated with income taxes 2,965 2,965 Total current assets 257,546 225,589 DEFERRED DEBITS: American Falls and Milner water rights 31,585 31,830 Company-owned life insurance 43,672 35,149 Regulatory assets associated with income taxes 201,850 201,465 Regulatory assets - other 40,495 62,013 Other 50,028 49,448 Total deferred debits 367,630 379,905 TOTAL $ 2,459,207 $ 2,421,790 The accompanying notes are an integral part of these statements. Idaho Power Company Consolidated Balance Sheets Capitalization and Liabilities June 30, December 31, 1999 1998 (Thousands of Dollars) CAPITALIZATION: Common stock equity: Common stock, $2.50 par value (50,000,000 shares authorized; 37,612,351 shares outstanding) $ 94,031 $ 94,031 Premium on capital stock 362,169 362,156 Capital stock expense (3,821) (3,823) Retained earnings 268,017 252,137 Accumulated other comprehensive income 226 226 Total common stock equity 720,622 704,727 Preferred stock 105,919 105,968 Long-term debt 738,547 815,937 Total capitalization 1,565,088 1,626,632 CURRENT LIABILITIES: Long-term debt due within one year 86,193 6,029 Notes payable 17,276 38,508 Accounts payable 69,246 72,660 Accounts payable-natural gas - 28,476 Energy trading liabilities 70,744 - Taxes accrued 27,406 25,164 Interest accrued 18,435 18,364 Deferred income taxes 2,965 2,965 Other 14,415 12,117 Total current liabilities 306,680 204,283 DEFERRED CREDITS: Regulatory liabilities associated with deferred investment tax credits 68,424 69,396 Deferred income taxes 419,520 420,268 Regulatory liabilities associated with income taxes 28,075 28,075 Regulatory liabilities - other 2,122 4,161 Other 69,298 68,975 Total deferred credits 587,439 590,875 COMMITMENTS AND CONTINGENT LIABILITIES TOTAL $ 2,459,207 $ 2,421,790 The accompanying notes are an integral part of these statements. Idaho Power Company Consolidated Statements of Capitalization June 30, December 31, 1999 % 1998 % (Thousands of Dollars) COMMON STOCK EQUITY: Common stock $ 94,031 $ 94,031 Premium on capital stock 362,169 362,156 Capital stock expense (3,821) (3,823) Retained earnings 268,017 252,137 Accumulated other comprehensive income 226 226 Total common stock equity 720,622 704,727 46 43 PREFERRED STOCK: 4% preferred stock 15,919 15,968 7.68% Series, serial preferred stock 15,000 15,000 7.07% Series, serial preferred stock 25,000 25,000 Auction rate preferred stock 50,000 50,000 Total preferred stock 105,919 7 105,968 7 LONG-TERM DEBT: First mortgage bonds: 8.65 % Series due 2000 80,000 80,000 6.93 % Series due 2001 30,000 30,000 6.85 % Series due 2002 27,000 27,000 6.40 % Series due 2003 80,000 80,000 8 % Series due 2004 50,000 50,000 5.83 % Series due 2005 60,000 60,000 Maturing 2021 through 2031 with rates ranging from 7.5% to 9.52% 230,000 230,000 Total first mortgage bonds 557,000 557,000 Amount due within one year (80,000) - Net first mortgage bonds 477,000 557,000 Pollution control revenue bonds: 7 1/4% Series due 2008 4,360 4,360 8.30 % Series 1984 due 2014 49,800 49,800 6.05 % Series 1996A due 2026 68,100 68,100 Variable Rate Series 1996B due 2026 24,200 24,200 Variable Rate Series 1996C due 2026 24,000 24,000 Total pollution control revenue bonds 170,460 170,460 REA notes 1,452 1,489 Amount due within one year (75) (74) Net REA notes 1,377 1,415 American Falls bond guarantee 19,885 20,130 Milner Dam note guarantee 11,700 11,700 Debt related to investments in affordable housing with rates ranging from 6.03% to 8.59% due 1999 to 2009 65,095 62,103 Amount due within one year (6,118) (5,955) Net affordable housing debt 58,977 56,148 Other subsidiary debt 638 623 Unamortized premium/discount - Net (1,490) (1,539) Total long-term debt 738,547 47 815,937 50 TOTAL CAPITALIZATION $ 1,565,088 100 $ 1,626,632 100 The accompanying notes are an integral part of these statements. Idaho Power Company Consolidated Statements of Cash Flows Six Months Ended June 30, 1999 1998 (Thousands of Dollars) OPERATING ACTIVITIES: Net income $ 53,580 $ 51,224 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 47,592 43,562 Deferred taxes and investment tax credits (2,105) (2,453) Accrued PCA costs 15,122 14,081 Change in: Accounts receivable and prepayments 1,798 9,808 Accrued unbilled revenue 1,024 1,001 Materials and supplies and fuel stock (4,267) (1,057) Accounts payable (3,414) (27,383) Taxes accrued 2,242 3,232 Other current assets and liabilities 2,369 (289) Other - net (7,681) (672) Net cash provided by operating activities 106,260 91,054 INVESTING ACTIVITIES: Additions to utility plant (50,249) (43,659) Investments in affordable housing projects (10,591) (10,125) Investments in company owned life insurance (6,749) - Other - net 2,803 (3,961) Net cash used in investing activities (64,786) (57,745) FINANCING ACTIVITIES: Issuance of long-term debt related to affordable housing projects 7,271 4,896 Retirement of long-term debt related to affordable housing projects (4,279) - Dividends on common stock (34,979) (34,979) Dividends on preferred stock (2,720) (2,822) Decrease in short-term borrowings (21,232) (4,989) Other - net (56) 110 Net cash used in financing activities (55,995) (37,784) Decrease in cash and cash equivalents (14,521) (4,475) Cash and cash equivalents beginning of period 20,029 6,905 Cash and cash equivalents at end of period $ 5,508 $ 2,430 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the period for: Income taxes (including amounts paid to parent) $ 23,844 $ 27,132 Interest (net of amount capitalized) $ 29,466 $ 25,078 The accompanying notes are an integral part of these statements. Idaho Power Company Notes to the Consolidated Financial Statements On October 1, 1998, IDACORP, Inc. (IDACORP) became the parent of Idaho Power Company and its subsidiaries (IPC). At that time IPC's ownership interests in two subsidiaries were transferred to IDACORP at book value. IPC's Statement of Consolidated Income for the six months ending June 30, 1998 includes $1.8 million of net income attributable to the transferred subsidiaries. In 1999 the gas trading operations of IPC were transferred to another subsidiary of IDACORP. The subsidiary assumed the accounts receivable and accounts payable related to gas trading operations, and IPC recorded the transfer as a reduction of accounts receivable from the subsidiary. IPC's Consolidated Balance Sheet as of December 31, 1998 included $21.4 million of assets and $28.4 million of liabilities related to gas operations. Except as modified below, the Notes to the Consolidated Financial Statements of IDACORP also contained in this 10-Q Report are incorporated herein by reference insofar as they relate to IPC. Note 1 - Summary of Significant Accounting Policies Note 3 - Preferred Stock of Idaho Power Company Note 4 - Financing Note 5 - Commitments and Contingent Liabilities Note 6 - Regulatory Issues Note 7 - New Accounting Pronouncement 2. INCOME TAXES: IPC's effective tax rate for the first six months increased from 30.3 percent in 1998 to 33.6 percent in 1999. Reconciliations between the statutory income tax rate and the effective rates for the six-month periods ended June 30, 1999 and 1998 are as follows: 1999 1998 Amount Rate Amount Rate Computed income taxes based on statutory federal income tax rate $ 28,224 35.0% $ 25,747 35.0% Changes in taxes resulting from: Current state income taxes 4,230 5.2 3,058 4.2 Net depreciation 2,662 3.3 2,677 3.6 Investment tax credits restored (1,481) (1.8) (1,462) (2.0) Removal costs (375) (0.5) (877) (1.2) Repair allowance (1,137) (1.4) (1,564) (2.1) Affordable housing credits (4,222) (5.2) (3,177) (4.3) Settlement of prior year tax returns - - (1,000) (1.4) Other (840) (1.0) (1,064) (1.5) Total $ 27,061 33.6% $ 22,338 30.3% 8. DERIVATIVE FINANCIAL INSTRUMENTS: The notional amount of open commodity derivative positions as of June 30, 1999 was a net long electricity position of 305 MW. The loss in fair value of commodity derivative positions (including electricity forwards, futures, options and swaps) included in income before income taxes for the six months ended June 30, 1999 was $(5.2) million. 9. INDUSTRY SEGMENT INFORMATION: IPC's dominant operating segment is its regulated utility operations. IPC's non-utility operating segments do not individually constitute more than 10% of enterprise revenues, income or assets, nor in aggregate do they comprise more than 25% of enterprise revenues, income or assets. IPC's primary business is the generation, transmission, distribution, purchase and sale of electricity. Substantially all of IPC's revenue comes from the sale of electricity and related services, predominately in the United States. IPC subsidiaries also sell solar electric products and systems, control systems integration services for substations and semiconductor manufacturing, and miscellaneous other services. These revenues, however, are not significant. The following table summarizes the segment information for the regulated electric operations, with a reconciliation to total enterprise information: Regulated Electric Total Operations Other Enterprise (Thousands of Dollars) Six months ended June 30, 1999: Revenues $ 339,222 $ - $ 339,222 Net income 46,097 7,483 53,580 Total assets at June 30, 1999 2,339,057 120,150 2,459,207 Six months ended June 30, 1998: Revenues $ 338,045 $ - $ 338,045 Net income 46,655 4,569 51,224 Total assets at December 31, 1998 2,312,919 108,871 2,421,790 INDEPENDENT ACCOUNTANTS' REPORT Idaho Power Company Boise, Idaho We have reviewed the accompanying consolidated balance sheet and statement of capitalization of Idaho Power Company and subsidiaries as of June 30, 1999, and the related consolidated statements of income for the three and six month periods ended June 30, 1999 and 1998 and consolidated statements of cash flows for the six month periods ended June 30, 1999 and 1998. These financial statements are the responsibility of the Company's management. We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to such consolidated financial statements for them to be in conformity with generally accepted accounting principles. We have previously audited, in accordance with generally accepted auditing standards, the consolidated balance sheet and statement of capitalization of Idaho Power Company and subsidiaries as of December 31, 1998, and the related consolidated statements of income, comprehensive income, retained earnings, and cash flows for the year then ended (not presented herein); and in our report dated January 29, 1999, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet and statement of capitalization as of December 31, 1998 is fairly stated, in all material respects, in relation to the consolidated balance sheet and statement of capitalization from which it has been derived. DELOITTE & TOUCHE LLP Boise, Idaho July 30, 1999 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS In Management's Discussion and Analysis we explain the general financial condition and results of operations for IDACORP, Inc. and subsidiaries (IDACORP or the Company) and for Idaho Power Company and subsidiaries (IPC). IPC, an electric utility, is IDACORP's principal operating subsidiary, accounting for over 90 percent of IDACORP's assets, revenue and net income. Unless we indicate otherwise, this discussion explains the material changes in results of operations and the financial condition of both the Company and IPC. This discussion should be read in conjunction with the accompanying consolidated financial statements of both IDACORP and IPC. This discussion updates the discussion that we included in our Annual Report on Form 10-K for the year ended December 31, 1998. This discussion should be read in conjunction with the discussion in the annual report. We have reclassified our electricity trading activities from "Off- system sales" and "Purchased power" to "Energy trading activities - net" on the Consolidated Statements of Income for all periods presented. This change was made to more clearly report the results of our utility operations and our energy trading activities. FORWARD-LOOKING INFORMATION: In connection with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 (Reform Act), we are hereby filing cautionary statements identifying important factors that could cause our actual results to differ materially from those projected in forward-looking statements (as such term is defined in the Reform Act) made by or on behalf of the Company and IPC in this quarterly report on Form 10-Q, in presentations, in response to questions or otherwise. Any statements that express, or involve discussions as to expectations, beliefs, plans, objectives, assumptions or future events or performance (often, but not always, through the use of words or phrases such as "anticipates", "believes", "estimates", "expects", "intends", "plans", "predicts", "projects", "will likely result", "will continue", or similar expressions) are not statements of historical facts and may be forward-looking. Forward-looking statements involve estimates, assumptions, and uncertainties and are qualified in their entirety by reference to, and are accompanied by, the following important factors, which are difficult to predict, contain uncertainties, are beyond our control and may cause actual results to differ materially from those contained in forward-looking statements: prevailing governmental policies and regulatory actions, including those of the FERC, the IPUC, the OPUC, and the PUCN, with respect to allowed rates of return, industry and rate structure, acquisition and disposal of assets and facilities, operation and construction of plant facilities, recovery of purchased power and other capital investments, and present or prospective wholesale and retail competition (including but not limited to retail wheeling and transmission costs); economic and geographic factors including political and economic risks; changes in and compliance with environmental and safety laws and policies; weather conditions; population growth rates and demographic patterns; competition for retail and wholesale customers; Year 2000 issues; pricing and transportation of commodities; market demand, including structural market changes; changes in tax rates or policies or in rates of inflation; changes in project costs; unanticipated changes in operating expenses and capital expenditures; capital market conditions; competition for new energy development opportunities; and legal and administrative proceedings (whether civil or criminal) and settlements that influence the business and profitability of the Company. Any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time and it is not possible for management to predict all such factors, nor can it assess the impact of any such factor on the business or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement. RESULTS OF OPERATIONS: Earnings per Share and Book Value Earnings per share of common stock (basic and diluted) was $0.56 for the quarter ended, and $1.35 per share for the six months ended June 30, 1999, increases of $0.02 (3.7 percent) from the same quarter last year, and $0.06 (4.7 percent) for the six-month period. At June 30, 1999, the book value per share of IDACORP common stock was $19.83, compared to $19.27 at the same date in 1998. General Business Revenue Our general business revenue is dependent on many factors, including the number of customers we serve, the rates we charge, and weather conditions (temperature and precipitation) in our service territory. Compared to the same periods in 1998, the number of general business customers we served increased 3.0 percent for the second quarter and 3.1 percent year-to-date. This increase was due primarily to economic growth in our service territory. Our revenue per MWh increased 1.7 percent for the quarter and 5.9 percent year-to-date, compared to 1998. Changes in revenue per MWh result primarily from the annual rate adjustments authorized by regulatory authorities. These adjustments are discussed below in "PCA" and "Regulatory Settlement." Temperatures in the first half of 1999 were more extreme than in 1998, which contributed to increased sales of energy. Combined, heating degree days and cooling degree days, common measures used in the utility industry to analyze demand, were above 1998 levels by 27.6 percent for the quarter and 15.4 percent year-to-date. Compared to 1998, the average kWh's sold per general business customer increased 2.1 percent for the quarter and 1.9 percent year-to-date. The combination of these factors resulted in general business revenue increases of $8.5 million (7.1 percent) for the quarter and $26.0 million (11.1 percent) year-to-date compared to 1998. Off-System Sales Off-system sales are comprised of long-term sales contracts and opportunity sales made when we have surplus energy available. The decreases of $9.0 million (23.3 percent) for the quarter and $20.6 million (23.5 percent) year-to-date are due primarily to decrease in MWhs sold of 14.1 percent for the quarter and 16.1 percent year-to-date. Decreased sales resulted primarily from reduced market opportunities. Expenses Purchased power expenses decreased $2.7 million (10.8 percent) for the quarter and $12.6 million (23.7 percent) year-to-date. These decreases are due primarily to reduced system requirements in 1999. Fuel expenses increased $4.6 million (31.8 percent) for the quarter and $5.9 million (16.7 percent) year-to-date. These increases are due primarily to 37.1 percent and 15.7 percent respective increases in MWh generated at our coal-fired power plants to meet operating requirements. The PCA component of expenses decreased $7.6 million for the quarter. The PCA increases expense when actual power supply costs are below the costs forecasted in the annual PCA filing, and decreases expense when actual power supply costs are above the forecast. In the second quarter of 1999, actual power supply costs were below what had been forecast, but not to the extent that costs were below forecast in the second quarter of 1998. The 1998-99 forecast used to set the 1998-99 PCA rate adjustment, anticipated near-normal streamflow conditions. Actual conditions have been better than forecasted and are discussed below in "Streamflow Conditions." We discuss the PCA in more detail below in "PCA." Other operating expenses increased $2.6 million (6.7 percent) for the quarter and $2.6 million (3.4 percent) year-to-date. This increase is due primarily to increased MWh generation at our coal- fired generating facilities. Other Other income increased $2.5 million (37.1 percent) for the quarter and $3.9 million (45.4 percent) year to date, due primarily to improved results from energy marketing activities. Income taxes increased $1.3 million (14.2 percent) for the quarter and $4.9 million (21.9 percent) due primarily to increased net income before taxes and the impact of a tax settlement which reduced expenses in 1998. LIQUIDITY AND CAPITAL RESOURCES: Cash Flow For the six months ended June 30, 1999, IDACORP generated $85.4 million in net cash from operations. After deducting for dividends, net cash generation from operations provided approximately $50.5 million for our construction program and other capital requirements. Cash Expenditures We estimate that our total cash construction expenditures for 1999 will be approximately $115.5 million. This estimate is subject to revision in light of changing economic, regulatory, and environmental factors. During the first six months of 1999, we spent approximately $51.5 million for construction. Our primary financial commitments and obligations are related to contracts and purchase orders associated with ongoing construction programs. To the extent required, we expect to finance these commitments and obligations by using both internally generated funds and externally financed capital. At June 30, 1999, our short-term borrowings totaled $48.2 million. Financing Program IDACORP has a $300.0 million shelf registration statement that can be used for the issuance of unsecured debt securities and preferred or common stock. At June 30, 1999, none had been issued. IPC has a $200.0 million shelf registration statement that can be used for both First Mortgage Bonds (including Medium Term Notes) and Preferred Stock of which $83.0 million remains available at June 30, 1999. Our objective is to maintain capitalization ratios of approximately 45 percent common equity, 5 to 10 percent preferred stock, and the balance in long-term debt. For the twelve-month period ended June 30, IDACORP's consolidated pre-tax interest coverage was 2.89 times. REGULATORY ISSUES: PCA IPC has a PCA mechanism that provides for annual adjustments to the rates we charge to our Idaho retail customers. These adjustments, which take effect annually on May 16, are based on forecasts of net power supply costs and the true-up of the prior year's forecast. The difference between the actual costs incurred and the forecasted costs is deferred, with interest, and trued-up in the next annual rate adjustment. For the 1999 - 2000 rate year, actual power costs have been less than forecast, due to better than forecast hydroelectric generating conditions. For the rate period we have recorded a reduction to regulatory assets of $7.1 million as of June 30, 1999. Our May 16, 1999 rate adjustment reduced Idaho customer rates by 9.2 percent. The decrease results from projected above-average hydroelectric generating conditions and the true-up of the 1998- 99 rate period. Overall, IPC's annual general business revenues are expected to decrease by $40.4 million. Regulatory Settlement IPC has a settlement agreement with the IPUC that remains in effect through 1999. Under the terms of the settlement, when earnings in our Idaho jurisdiction exceed an 11.75 percent return on year-end common equity, we set aside 50 percent of the excess for the benefit of our Idaho retail customers. On April 7, 1999 we submitted our 1998 annual earnings sharing compliance filing to the IPUC. This filing indicated that there was almost $6.4 million in earnings before authorized deductions, or $3.3 million after authorized deductions, available for the benefit of our Idaho customers. On June 16, 1999 IPC filed a supplement to the April 7, 1999 annual earnings sharing compliance filing requesting that the $3.3 million of remaining 1997 and 1998 revenue sharing be refunded to its customers. On July 19, 1999 the IPUC issued Order No. 28099 in Case IPC-E-99-2, refunding $0.7 million to special contract and large customers. The remaining balance of $2.6 million has been deferred with interest until May 2000. OTHER MATTERS: Energy Trading Energy trading activity, which includes both electricity and natural gas, is reported on a fair value basis with gains and losses recorded in other income. Inherent in the energy trading business are risks related to market movements and the creditworthiness of counterparties. When buying and selling energy, the high volatility of energy prices can have a significant impact on profitability if not managed. Also, counterparty creditworthiness is key to ensuring that transactions entered into withstand dramatic market fluctuations. To mitigate these risks while implementing our business strategy, the Board of Directors gave approval for executive management to form a Risk Management Committee, comprised of officers of IDACORP and subsidiaries, to oversee a risk management program. The program is intended to minimize fluctuations in earnings while managing the volatility of energy prices. Embedded within the Risk Management policy and procedures is a credit policy requiring a credit evaluation of all counterparties. The objective of our risk management program is to mitigate commodity price risk, credit risk, and other risks related to the energy trading business. Streamflow Conditions We monitor the effect of streamflow conditions on Brownlee Reservoir, the water source for our three Hells Canyon hydroelectric projects. In a typical year, these three projects combine to produce about half of our generated electricity. Inflows into Brownlee result from a combination of precipitation, storage, and ground water conditions. Our current projection for April-July 1999 inflow into Brownlee Reservoir, Idaho Power's key water storage facility, is 8.0 MAF, compared to the 70-year median of 4.9 MAF and 1998's 8.8 MAF. Year 2000 Many existing computer systems use only two digits to identify a year in the date field. These programs were designed and developed without considering the impact of the upcoming change in the century. Unless proper modifications are made, the program logic in many of these systems will start to produce erroneous results because, among other things, the systems will read the date "01/01/00" as being January 1 of the year 1900 or another incorrect date. In addition, the systems may fail to detect that the year 2000 is a leap year. Similar problems could arise prior to the year 2000 as dates in the next millennium are entered into systems that are not Year 2000 compliant. We recognize the Year 2000 problem as a serious threat to the Company and our customers. Our Year 2000 effort has been underway for over two years and is being addressed at the highest levels within the Company. IPC's Vice President of Corporate Services is responsible for coordinating the corporate effort. IPC vice presidents and other IDACORP subsidiary presidents are responsible for addressing the problem within their respective business units and each has assigned a Year 2000 Project Leader to execute the project plan. Each subsidiary President is responsible for addressing the problem within their subsidiary in coordination with the corporate effort. In addition, we have appointed a full-time Year 2000 Project Manager to direct the project. Additional staff has been committed to complete the conversion and implementation needed to bring non-compliant items into compliance. This staff consists of a mix of end users, IPC Information Services staff and contract programmers. Currently, there are over 20 full-time employees devoted to the project with dozens of others involved to varying degrees. We have retained third parties that have completed technical and legal audits of our plan. With respect to the technical audit, we have implemented the recommendations as recommended by the Y2K Steering Committee. The legal audit recommendations are also being implemented. We originally targeted July 1999 as the date by which we expect to be ready for the Year 2000. This means that all critical systems are expected to be capable of handling the century rollover and that we will be able to continue servicing our customers without interruption. It also means that we expect to have identified all of the less critical systems and that contingency and/or repair plans are expected to be in place for dealing with the change of century. At this time, all but one of our critical systems has met this target, with the lone exception scheduled for completion in August. We are following a detailed project plan. The methodology is modeled after those used by some of the top companies in the world and has been adapted to meet our unique requirements. This process includes all the phases and steps commonly found in such plans, including the (I) identification and analysis of critical systems, key manufacturers, service providers, embedded systems, generation plants (parts of which are owned by IPC but are operated by another electric utility), (ii) remediation and testing, (iii) education and awareness and (iv) contingency planning. With respect to that key component of the methodology related to the identification of critical systems, we have identified those critical systems that must be Year 2000 compliant in order to continue operations. Many are already compliant or are in the process of vendor upgrades to become compliant. The largest of these critical systems and their status regarding compliance are set forth below: System Description Status Business The business systems include the PeopleSoft and Systems financial and administrative functions PassPort are common to most companies. Business both compliant systems include accounts payable, vendor general ledger, accounts receivable, packages. labor entry, inventory, purchasing, Testing to cash management, budgeting, asset verify management, payroll, and financial compliance is reporting. complete. Customer This system is used to bill customers, In-house Information log calls from customers and create system has System service or work requests and track been repaired; them through completion, among other testing to things. At this time, the Company verify uses an in-house developed, mainframe- compliance is based Customer Information System to complete accomplish these tasks. Energy The most critical function the Company The packages Management offers is the delivery of electricity comprising the System from the source to the consumer. This EMS are fully must be done with minimal interruption compliant with in the midst of high demand, weather the latest anomalies and equipment failures. To releases. accomplish this, the Company relies on Testing and a server-based energy management rollout are system provided by Landis & Gyr. This over 95% system monitors and directs the complete and delivery of electricity throughout the will be Company's service area. completed in August 1999. Metering The Company relies on several In-house code Systems processes for metering electricity has been usage, including some hand-held repaired and devices with embedded chips. It is tested. critical for metering systems to Vendor operate without interruption so as not packages have to jeopardize the Company's revenue been upgraded. stream. Testing of critical components is complete. Embedded There is a category of systems on Testing is Systems which the Company is highly reliant complete. called embedded systems. These are typically computer chips that provide for automated operations within some device other than a computer such as a relay or a security system. The Company is highly reliant on these systems throughout its generation and delivery systems to monitor and allow manual or automatic adjustments to the desired devices. Those devices with chips that were not Year 2000 compliant, where the chip affected the application of the device, were replaced. Other The Company also relies on a number of In various Systems other important systems to support stages of engineering, human resources, safety repair and and regulatory compliance, etc. testing. Regarding third parties, the plan methodology has required us to identify those third parties with which we have a material relationship. We have identified as material (1) our ownership interest in thermal generating facilities which are operated and maintained by third party electric utilities; (2) our fuel suppliers for those thermal generating facilities; and (3) our telecommunication providers. In addition, we have identified 93 key manufacturers that provide materials and supplies to us. With respect to the thermal plants, fuel suppliers and telecommunication providers, the plan methodology includes a process wherein some members of the Year 2000 team meet periodically with the third parties to assess the status of their efforts. This is an ongoing process and will continue until such time as the third party has completed compliance testing and certified to us that they are compliant. Regarding the 93 key manufacturers we have contacted all via mail and requested they complete a survey indicating the extent and status of their Year 2000 efforts. The survey is followed up with contact by telephone if necessary. We are over 95% complete with that effort. Finally, we are connected to an electric grid that connects utilities throughout the western portion of North America. This interconnection is essential to the reliability and operational integrity of each connected utility. This also means that failure of one electric utility in the interconnected grid could cause the failure of others. In the context of the Year 2000 problem, this interconnectivity compounds the challenge faced by the electric utility industry. Our Company could do a very thorough and effective job of becoming Year 2000 compliant and yet encounter difficulties supplying services and energy because another utility in the interconnected grid failed to achieve Year 2000 compliance. In this regard, we are working closely with other electric industry organizations concerned with reliability issues and technical collaboration. As part of this collaboration we participated and successfully completed our roles in a nationwide Y2K drill for electric utilities, held on April 9, 1999 and plan to participate in a similar drill in September 1999. Our estimate of the cost of our Year 2000 plan remains at approximately $5.3 million. This includes costs incurred to date of approximately $2.9 million and estimated costs through the year 2000. This level of expenditure is not expected to have any material effect on our operations or our financial position. Funds to cover Year 2000 costs in 1999 have been budgeted by business entity and within the Information Services Department with approximately 10 percent of the Information Services budget used for remediation. No information services department projects have been deferred due to the Company's year 2000 efforts. The Year 2000 issue poses risks to our internal operations due to the potential inability to carry on our business activities and from external sources due to the potential impact on the ability of our customers to continue their business activities. The major applications that pose the greatest risks internally are those systems, embedded or otherwise, which impact the generation, transmission and distribution of energy and the metering and billing systems. The potential risks related to these systems are electric service interruptions to customers and associated reduction in loads and revenue and interrupted data gathering and billing and the resultant delay in receipt of revenues. All of this would negatively impact our relationship with our customers that may enhance the likelihood of losing customers in a restructured industry. Externally, those customers that inadequately prepare for the Year 2000 issue may be unable to continue their business activities. This would affect us in a number of ways. Our loads and revenue would be reduced because of the lost load from discontinued business activities, and customers who lose jobs because of discontinued business activities may face difficulties in paying their power bills. The impact of this on us is dependent upon the number and the size of those businesses that are forced to discontinue business activities because of the Year 2000 issue. As part of our Year 2000 plan, we have developed and are finalizing our contingency plans, which should be completed by the end of August 1999. New Accounting Pronouncement In June 1998 the FASB issued SFAS No. 133 "Accounting for Derivative Instruments and Hedging Activities." This statement establishes accounting and reporting standards for derivative financial instruments and other similar instruments and for hedging activities. It was originally effective for fiscal years beginning after June 15, 1999. In June 1999 the FASB issued SFAS No. 137 "Accounting for Derivative Instruments and Hedging Activities - Deferral of the Effective Date of FASB Standard No. 133" which defers the effective date of SFAS No. 133 one year. We are reviewing SFAS No. 133 to determine its effects on our financial position and results of operations. Item 4. Submission of Matters to a Vote of Security Holders (a) Regular annual meeting of IDACORP'S stockholders, held May 5, 1999 in Boise, Idaho. (b) Directors elected at the meeting for a three-year term: Roger L. Breezley John B. Carley Jack K. Lemley Evelyn Loveless Directors elected at the meeting for a two-year term: Rotchford L. Barker Robert D. Bolinder Jon H. Miller Robert A. Tinstman Directors elected at the meeting for a one-year term: Jan B. Packwood Peter T. Johnson Joseph W. Marshall Peter S. O'Neill (c)(1)a) To elect twelve Director Nominees; and b) To ratify the selection of Deloitte & Touche LLP (D&T) as independent auditors for the fiscal year ending December 31, 1999. (2) Director Nominees Class of Stock For Withhold Total Voted Common 32,778,990 460,854 33,239,844 (3) Proposal to Ratify Selection of D&T as Independent Auditors Class of Stock For Against Abstain Total Voted Common 32,760,864 166,853 312,127 33,239,844 (4) Election of Directors Name Votes For Votes Withheld Rotchford L. Barker 32,820,115 419,729 Robert D. Bolinder 32,805,195 434,649 Roger L. Breezley 32,805,773 434,071 John B. Carley 32,817,616 422,228 Peter T. Johnson 32,820,366 419,478 Jack K. Lemley 32,823,498 416,346 Evelyn Loveless 32,809,426 430,418 Jon H. Miller 32,782,809 457,035 Joseph W. Marshall 32,799,548 440,296 Peter S. O'Neill 32,784,937 454,907 Jan B. Packwood 32,820,250 419,594 Robert A. Tinstman 32,778,990 460,854 Item 4. Submission of Matters to a Vote of Security Holders (a) Regular annual meeting of Idaho Power Company's stockholders, held May 5, 1999 in Boise, Idaho. (b) Directors elected at the meeting for a three-year term: Roger L. Breezley John B. Carley Jack K. Lemley Evelyn Loveless Continuing Directors: Rotchford L. Barker Jan B. Packwood Robert D. Bolinder Peter T. Johnson Jon H. Miller Joseph W. Marshall Robert A. Tinstman Peter S. O'Neill (c)(1)a) To elect four Director Nominees; and b) To ratify the selection of Deloitte & Touche LLP (D&T) as independent auditors for the fiscal year ending December 31, 1999. (2) Director Nominees Class of Stock For Withhold Total Voted Common 37,612,351 - 37,612,351 4% Preferred 2,133,120 42,420 2,175,540 7.68% Preferred 130,555 315 130,870 Total 39,876,026 42,735 39,918,761 (3) Proposal to Ratify Selection of D&T as Independent Auditors Class of Stock For Against Abstain Total Voted Common 37,612,351 - - 37,612,351 4% Preferred 2,141,100 17,340 17,100 2,175,540 7.68% Preferred 130,460 200 210 130,870 Total 39,883,911 17,540 17,310 39,918,761 (4) Election of Directors Name Votes For Votes Withheld Roger L. Breezley 39,876,026 42,735 John B. Carley 39,876,026 42,735 Jack K. Lemley 39,876,026 42,735 Evelyn Loveless 39,876,026 42,735 PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibits: Exhibit File Number As Exhibit *2 333-48031 2 Agreement and Plan of Exchange between IDACORP, Inc., and IPC dated as of February 2, 1998. *3(a) 33-00440 4(a)(xiii) Restated Articles of Incorporation of IPC as filed with the Secretary of State of Idaho on June 30, 1989. *3(a)(I) 33-65720 4(a)(ii) Statement of Resolution Establishing Terms of Flexible Auction Series A, Serial Preferred Stock, Without Par Value (cumulative stated value of $100,000 per share) of IPC, as filed with the Secretary of State of Idaho on November 5, 1991. *3(a)(ii) 33-65720 4(a)(iii) Statement of Resolution Establishing Terms of 7.07% Serial Preferred Stock, Without Par Value (cumulative stated value of $100 per share) of IPC, as filed with the Secretary of State of Idaho on June 30, 1993. *3(b) 33-41166 4(b) Waiver resolution to Restated Articles of Incorporation of IPC adopted by Shareholders on May 1, 1991. 3(c) By-laws of IPC amended on July 8, 1999, and presently in effect. *3(d) 33-56071 3(d) Articles of Share Exchange of IDACORP, Inc. as filed with the Secretary of State of Idaho on September 29, 1998. *3(e) 333-64737 3.1 Articles of Incorporation of IDACORP, Inc. *3(f) 333-64737 3.2 Articles of Amendment to Articles of Incorporation of IDACORP, Inc. as filed with the Secretary of State of Idaho on March 9, 1998. *3(g) 333-00139 3(b) Articles of Amendment to Articles of Incorporation of IDACORP, Inc. creating A Series Preferred Stock, without par value as filed with the Secretary of State of Idaho on September 17, 1998. 3(h) Amended Bylaws of IDACORP, Inc. as of July 8, 1999. *4(a)(I) 2-3413 B-2 Mortgage and Deed of Trust, dated as of October 1, 1937, between IPC and Bankers Trust Company and R. G. Page, as Trustees. *4(a)(ii) IPC Supplemental Indentures to Mortgage and Deed of Trust: IPC Number Dated 1-MD B-2-a First July 1, 1939 2-5395 7-a-3 Second November 15, 1943 2-7237 7-a-4 Third February 1, 1947 2-7502 7-a-5 Fourth May 1, 1948 2-8398 7-a-6 Fifth November 1, 1949 2-8973 7-a-7 Sixth October 1, 1951 2-12941 2-C-8 Seventh January 1, 1957 2-13688 4-J Eighth July 15, 1957 2-13689 4-K Ninth November 15, 1957 2-14245 4-L Tenth April 1, 1958 2-14366 2-L Eleventh October 15, 1958 2-14935 4-N Twelfth May 15, 1959 2-18976 4-O Thirteenth November 15, 1960 2-18977 4-Q Fourteenth November 1, 1961 2-22988 4-B-16 Fifteenth September 15, 1964 2-24578 4-B-17 Sixteenth April 1, 1966 2-25479 4-B-18 Seventeenth October 1, 1966 2-45260 2(c) Eighteenth September 1, 1972 2-49854 2(c) Nineteenth January 15, 1974 2-51722 2(c)(I) Twentieth August 1, 1974 2-51722 2(c)(ii) Twenty-first October 15, 1974 2-57374 2(c) Twenty-second November 15, 1976 2-62035 2(c) Twenty-third August 15, 1978 33-34222 4(d)(iii) Twenty-fourth September 1, 1979 33-34222 4(d)(iv) Twenty-fifth November 1, 1981 33-34222 4(d)(v) Twenty-sixth May 1, 1982 33-34222 4(d)(vi) Twenty-seventh May 1, 1986 33-00440 4(c)(iv) Twenty-eighth June 30, 1989 33-34222 4(d)(vii) Twenty-ninth January 1, 1990 33-65720 4(d)(iii) Thirtieth January 1, 1991 33-65720 4(d)(iv) Thirty-first August 15, 1991 33-65720 4(d)(v) Thirty-second March 15, 1992 33-65720 4(d)(vi) Thirty-third April 16, 1993 1-3198 4 Thirty-fourth December 1, 1993 Form 8-K Dated 12/17/93 4(b) Agreement of IPC to furnish certain debt instruments. *4(c) 33-65720 4(e) Rights Agreement dated January 11, 1990, between IPC and First Chicago Trust Company of New York, as Rights Agent (The Bank of New York, successor Rights Agent). *4(c)(I) 1-3198 4(e)(I) Amendment dated as of January 30, Form 10-K 1998, related to agreement filed as for 1997 Exhibit 4(c). *4(d) 1-14465 4 Rights Agreement, dated as of Form 8-K September 10, 1998, between dated IDACORP, Inc. and the Bank of New September York as Rights Agent. 15, 1998 *10(a)1 1-3198 10(n)(I) The Revised Security Plan for Form 10-K Senior Management Employees - a non- for 1994 qualified, deferred compensation plan effective August 1, 1996. *10(b)1 1-3198 10(n)(ii) The Executive Annual Incentive Plan Form 10-K for senior management employees of for 1994 IPC effective January 1, 1995. *10(c)1 1-3198 10(n)(iii) The 1994 Restricted Stock Plan for Form 10-K officers and key executives of for 1994 IDACORP, Inc. and IPC effective July 1, 1994. *10(d)1 1-14465 10(h)(iv) The Revised Security Plan for Board 1-3198 of Directors - a non-qualified, Form 10-K deferred compensation plan For 1998 effective August 1, 1996, revised March 2, 1999. 10(e)1 IDACORP, Inc. Non-Employee Directors Stock Compensation Plan *10(f) 1-3198 10(y) as of May 17, 1999. Form 10-K for 1997 Executive Employment Agreement dated November 20, 1996 between IPC and Richard R. Riazzi. 10(g) Exective Employment Agreement dated April 12, 1999 between IPC and Marlene Williams. 12 Statement Re: Computation of Ratio of Earnings to Fixed Charges. (IDACORP, Inc.) 12(a) Statement Re: Computation of Supplemental Ratio of Earnings to Fixed Charges. (IDACORP, Inc.) 12(b) Statement Re: Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Dividend Requirements. (IDACORP, Inc.) 12(c) Statement Re: Computation of Supplemental Ratio of Earnings to Combined Fixed Charges and Preferred Dividend Requirements. (IDACORP, Inc.) 12(d) Statement Re: Computation of Ratio of Earnings to Fixed Charges. (IPC) 12(e) Statement Re: Computation of Supplemental Ratio of Earnings to Fixed Charges. (IPC) 12(f) Statement Re: Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Dividend Requirements. (IPC) 12(g) Statement Re: Computation of Supplemental Ratio of Earnings to Combined Fixed Charges and Preferred Dividend Requirements. (IPC) 15 Letter re: Unaudited Interim Financial Information. 27(a) Financial Data Schedule for IDACORP, Inc. 27(b) Financial Data Schedule for IPC. 1Compensatory plan (b) Reports on Form 8-K. No reports on Form 8-K were filed during the three-month period ended June 30, 1999. * Previously filed and Incorporated Herein by Reference SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. IDACORP, Inc. (Registrant) Date August 6, 1999 By: /s/ J LaMont Keen J LaMont Keen Senior Vice President Administration and Chief Financial Officer (Principal Financial Officer) Date August 6, 1999 By: /s/ Darrel T. Anderson Darrel T. Anderson Vice President Finance and Treasurer (Principal Accounting Officer) SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. IDAHO POWER COMPANY (Registrant) Date August 6, 1999 By: /s/ J LaMont Keen J LaMont Keen Senior Vice President Administration and Chief Financial Officer (Principal Financial Officer) Date August 6, 1999 By: /s/ Darrel T. Anderson Darrel T. Anderson Vice President Finance and Treasurer (Principal Accounting Officer)