UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1996 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-3198 IDAHO POWER COMPANY (Exact name of registrant as specified in its charter) Idaho 82-0130980 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 1221 W. Idaho Street, Boise, Idaho 83702-5627 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (208) 388-2200 None Former name, former address and former fiscal year, if changed since last report. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Number of shares of Common Stock, $2.50 par value, outstanding as of October 31, 1996 is 37,612,351. IDAHO POWER COMPANY Index Part I. Financial Information: Page No Item 1. Financial Statements Consolidated Statements of Income - Three Months, Nine Months and Twelve Months Ended September 30, 1996 and 1995 3-5 Consolidated Balance Sheets - September 30, 1996 and December 31, 1995 6, 7 Consolidated Statements of Cash Flows - Nine Months and Twelve Months Ended September 30, 1996 and 1995 8, 9 Consolidated Statements of Capitalization - September 30, 1996 and December 31, 1995 10 Notes to Consolidated Financial Statements 11-13 Independent Accountants' Report 14 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 16-26 Part II. Other Information: Item 1. Legal Proceedings 27 Item 6. Exhibits and Reports on Form 8-K 27-34 Signatures 35 PART I - FINANCIAL INFORMATION IDAHO POWER COMPANY CONSOLIDATED STATEMENTS OF INCOME FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995 Item 1. Financial Statements Three Months Ended September 30, Increase 1996 1995 (Decrease) (Thousands of Dollars) REVENUES $149,652 $148,726 $ 926 EXPENSES Operation: Purchased power 29,454 24,027 5,427 Fuel expense 21,887 16,527 5,360 Power cost adjustment (11,244) 961 (12,205) Other 32,063 29,225 2,838 Maintenance 12,158 9,345 2,813 Depreciation 17,652 17,033 619 Taxes other than income taxes 5,902 5,971 (69) Total expenses 107,872 103,089 4,783 INCOME FROM OPERATIONS 41,780 45,637 (3,857) OTHER INCOME: Allowance for equity funds used during construction 15 (23) 38 Other - Net 3,561 4,747 (1,186) Total other income 3,576 4,724 (1,148) INTEREST CHARGES: Interest on long-term debt 13,413 12,787 626 Other interest 1,286 1,409 (123) Total interest charges 14,699 14,196 503 Allowance for borrowed funds used during construction (91) (48) (43) Net interest charges 14,608 14,148 460 INCOME BEFORE INCOME TAXES 30,748 36,213 (5,465) INCOME TAXES 11,597 12,442 (845) NET INCOME 19,151 23,771 (4,620) Dividends on preferred stock 1,954 1,976 (22) EARNINGS ON COMMON STOCK $17,197 $21,795 $(4,598) AVERAGE COMMON SHARES OUTSTANDING (000) 37,612 37,612 - Earnings per share of common stock $ 0.46 $ 0.58 $ (0.12) Dividends paid per share of common stock $ 0.465 $ 0.465 $ - The accompanying notes are an integral part of these statements. IDAHO POWER COMPANY CONSOLIDATED STATEMENTS OF INCOME FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995 Nine Months Ended September 30, Increase 1996 1995 (Decrease) (Thousands of Dollars) REVENUES $436,665 $410,316 $26,349 EXPENSES Operation: Purchased power 54,100 41,419 12,681 Fuel expense 37,818 39,638 (1,820) Power cost adjustment 1,069 7,972 (6,903) Other 97,421 93,515 3,906 Maintenance 31,273 28,345 2,928 Depreciation 52,224 50,143 2,081 Taxes other than income taxes 15,749 18,414 (2,665) Total expenses 289,654 279,446 10,208 INCOME FROM OPERATIONS 147,011 130,870 16,141 OTHER INCOME: Allowance for equity funds used during construction 12 (16) 28 Other - Net 10,017 10,065 (48) Total other income 10,029 10,049 (20) INTEREST CHARGES: Interest on long-term debt 39,078 38,364 714 Other interest 3,932 4,021 (89) Total interest charges 43,010 42,385 625 Allowance for borrowed funds used during construction (255) (1,180) 925 Net interest charges 42,755 41,205 1,550 INCOME BEFORE INCOME TAXES 114,285 99,714 14,571 INCOME TAXES 41,891 37,626 4,265 NET INCOME 72,394 62,088 10,306 Dividends on preferred stock 5,832 6,009 (177) EARNINGS ON COMMON STOCK $66,562 $56,079 $10,483 AVERAGE COMMON SHARES OUTSTANDING (000) 37,612 37,612 - Earnings per share of common stock $ 1.77 $ 1.49 $ 0.28 Dividends paid per share of common stock $ 1.395 $ 1.395 $ - The accompanying notes are an integral part of these statements. IDAHO POWER COMPANY CONSOLIDATED STATEMENTS OF INCOME FOR THE TWELVE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995 Twelve Months Ended September 30, Increase 1996 1995 (Decrease) (Thousands of Dollars) REVENUES $571,970 $545,592 $26,378 EXPENSES: Operation: Purchased power 67,266 47,919 19,347 Fuel expense 52,871 63,772 (10,901) Power cost adjustment 389 8,138 (7,749) Other 130,621 123,766 6,855 Maintenance 38,881 38,960 (79) Depreciation 69,496 62,684 6,812 Taxes other than income taxes 20,313 24,822 (4,509) Total expenses 379,837 370,061 9,776 INCOME FROM OPERATIONS 192,133 175,531 16,602 OTHER INCOME: Allowance for equity funds used during construction 12 112 (100) Other - Net 14,324 12,140 2,184 Total other income 14,336 12,252 2,084 INTEREST CHARGES: Interest on long-term debt 51,860 51,154 706 Other interest 5,220 5,051 169 Total interest charges 57,080 56,205 875 Allowance for borrowed funds used during construction (516) (1,618) 1,102 Net interest charges 56,564 54,587 1,977 INCOME BEFORE INCOME TAXES 149,905 133,196 16,709 INCOME TAXES 52,678 47,758 4,920 NET INCOME 97,227 85,438 11,789 Dividends on preferred stock 7,814 7,937 (123) EARNINGS ON COMMON STOCK $89,413 $77,501 $11,912 AVERAGE COMMON SHARES OUTSTANDING (000) 37,612 37,612 - Earnings per share of common stock $ 2.38 $ 2.06 $ 0.32 Dividends paid per share of common stock $ 1.86 $ 1.86 $ - The accompanying notes are an integral part of these statements. IDAHO POWER COMPANY CONSOLIDATED BALANCE SHEETS ASSETS September 30, December 31, 1996 1995 (Thousands of Dollars) ELECTRIC PLANT: In service (at original cost) $2,524,274 $2,481,830 Accumulated provision for depreciation (876,334) (830,615) In service - Net 1,647,940 1,651,215 Construction work in progress 29,774 20,564 Held for future use 1,034 1,106 Electric plant - Net 1,678,748 1,672,885 INVESTMENTS AND OTHER PROPERTY 31,253 16,826 CURRENT ASSETS: Cash and cash equivalents 6,931 8,468 Receivables: Customer 37,467 33,357 Allowance for uncollectible accounts (1,394) (1,397) Notes 5,445 5,134 Employee notes receivable 4,573 4,648 Other 7,747 10,771 Accrued unbilled revenues 21,276 25,025 Materials and supplies (at average cost) 25,715 25,937 Fuel stock (at average cost) 15,749 13,063 Prepayments 17,022 20,778 Regulatory assets associated with income taxes 4,598 5,777 Total current assets 145,129 151,561 DEFERRED DEBITS: American Falls and Milner water rights 32,260 32,440 Company owned life insurance 56,987 56,066 Regulatory assets associated with income taxes 199,844 200,379 Regulatory assets - other 80,892 68,348 Other 45,270 43,248 Total deferred debits 415,253 400,481 TOTAL $2,270,383 $2,241,753 The accompanying notes are an integral part of these statements. IDAHO POWER COMPANY CONSOLIDATED BALANCE SHEETS CAPITALIZATION & LIABILITIES September 30, December 31, 1996 1995 (Thousands of Dollars) CAPITALIZATION (See Page 10): Common stock equity - $2.50 par value (shares authorized 50,000,000; shares outstanding September 30, 1996 - 37,612,351; December 31, 1995 - 37,612,351) $ 679,172 $682,775 Preferred stock 132,021 132,181 Long-term debt 710,243 672,618 Total capitalization 1,521,436 1,487,574 CURRENT LIABILITIES: Long-term debt due within one year 68 20,517 Notes payable 33,016 53,020 Accounts payable 27,127 40,483 Taxes accrued 28,161 15,409 Interest accrued 11,899 14,785 Accumulated deferred income taxes 4,598 5,777 Other 29,711 12,867 Total current liabilities 134,580 162,858 DEFERRED CREDITS: Regulatory liabilities associated with accumulated deferred investment tax credits 71,145 70,507 Accumulated deferred income taxes 410,447 408,394 Regulatory liabilities associated with income taxes 35,040 34,554 Regulatory liabilities - other 643 789 Other 97,092 77,077 Total deferred credits 614,367 591,321 TOTAL $2,270,383 $2,241,753 The accompanying notes are an integral part of these statements. IDAHO POWER COMPANY CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995 Nine Months Ended September 30, 1996 1995 OPERATING ACTIVITIES: (Thousands of Dollars) Cash received from operations: Retail revenues $378,251 $358,372 Wholesale revenues 45,093 43,406 Other revenues 17,417 17,262 Fuel paid (36,961) (45,301) Purchased power paid (52,775) (39,514) Other operation & maintenance paid (132,708) (119,445) Interest paid (includes long and short-term debt only) (43,847) (41,363) Income taxes paid (30,532) (31,814) Taxes other than income taxes paid (11,351) (12,425) Other operating cash receipts and payments-Net 3,103 (4,368) Net cash provided by operating activities 135,690 124,810 FINANCING ACTIVITIES: First mortgage bonds issued 30,000 - PC Bond fund requisitions/Other long-term debt 7,700 - Short-term borrowings - Net (20,000) (4,000) Long-term debt retirement (20,052) (502) Preferred stock retirement (81) (135) Dividends on preferred stock (5,956) (5,875) Dividends on common stock (52,443) (52,482) Other sources/(uses) (2,650) (791) Net cash used in financing activities (63,482) (63,785) INVESTING ACTIVITIES: Additions to utility plant (58,591) (59,702) Conservation (2,720) (4,589) Increase in investments (14,525) - Other 2,091 3,163 Net cash used in investing activities (73,745) (61,128) Change in cash and cash equivalents (1,537) (103) Cash and cash equivalents beginning of period 8,468 7,748 Cash and cash equivalents end of period $ 6,931 $ 7,645 RECONCILIATION OF NET INCOME TO NET CASH PROVIDED BY OPERATING ACTIVITIES: Net Income $ 72,394 $ 62,088 Adjustments to reconcile net income to net cash: Depreciation 52,224 50,143 Deferred income taxes 2,622 6,664 Investment tax credit-Net 638 (179) Allowance for funds used during construction (267) (1,164) Postretirement benefits funding (excl pensions) 934 (3,508) Changes in operating assets and liabilities: Accounts receivable 4,096 8,724 Fuel inventory 856 (5,663) Accounts payable 1,324 1,906 Taxes payable 12,535 5,353 Interest payable (874) 986 Other - Net (10,792) (540) Net cash provided by operating activities $135,690 $124,810 The accompanying notes are an integral part of these statements. IDAHO POWER COMPANY CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE TWELVE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995 Twelve Months Ended September 30, 1996 1995 OPERATING ACTIVITIES: (Thousands of Dollars) Cash received from operations: Retail revenues $488,700 $462,520 Wholesale revenues 60,947 59,930 Other revenues 22,980 23,177 Fuel paid (53,401) (69,570) Purchased power paid (65,787) (53,804) Other operation & maintenance paid (167,472) (158,179) Interest paid (includes long and short-term debt only) (56,787) (54,194) Income taxes paid (39,119) (32,218) Taxes other than income taxes paid (21,866) (23,410) Other operating cash receipts and payments-Net 11,116 (550) Net cash provided by operating activities 179,311 153,702 FINANCING ACTIVITIES: First mortgage bonds issued 30,000 - PC Bond fund requisitions/Other long-term debt 7,700 - Short-term borrowings - Net (18,000) 19,400 Long-term debt retirement (20,068) (518) Preferred stock retirement (98) (152) Dividends on preferred stock (7,968) (7,898) Dividends on common stock (69,929) (69,977) Other sources/(uses) (2,640) (775) Net cash used in financing activities (81,003) (59,920) INVESTING ACTIVITIES: Additions to utility plant (82,855) (88,541) Conservation (3,818) (6,477) Increase in investments (14,525) - Other 2,176 3,492 Net cash used in investing activities (99,022) (91,526) Change in cash and cash equivalents (714) 2,256 Cash and cash equivalents beginning of period 7,645 5,389 Cash and cash equivalents end of period $6,931 $7,645 RECONCILIATION OF NET INCOME TO NET CASH PROVIDED BY OPERATING ACTIVITIES: Net Income $97,227 $85,438 Adjustments to reconcile net income to net cash: Depreciation 69,496 62,684 Deferred income taxes 7,656 7,962 Investment tax credit-Net (269) 253 Allowance for funds used during construction (528) (1,729) Postretirement benefits funding (excl pensions) 1,585 (3,271) Changes in operating assets and liabilities: Accounts receivable 657 35 Fuel inventory (531) (5,798) Accounts payable 1,479 (5,885) Taxes payable 4,664 8,872 Interest payable 240 1,845 Other - Net (2,365) 3,296 Net cash provided by operating activities $179,311 $153,702 The accompanying notes are an integral part of these statements. IDAHO POWER COMPANY CONSOLIDATED STATEMENTS OF CAPITALIZATION September 30, December 31, 1996 1995 (Thousands of Dollars) COMMON STOCK EQUITY: Common stock $ 94,031 $ 94,031 Premium on capital stock 362,823 363,044 Capital stock expense (4,147) (4,127) Retained earnings 226,465 229,827 Total common stock equity 679,172 44.6% 682,775 45.9% PREFERRED STOCK, cumulative, ($100 par or stated value): 4% preferred stock (authorized 215,000; shares outstanding: 1996-170,206; 1995-171,813) 17,021 17,181 Serial preferred stock, authorized 150,000 shares: 7.68% Series, outstanding 150,000 shares 15,000 15,000 Serial preferred stock, without par value, authorized 3,000,000 shares: 8.375% Series (authorized and outstanding 250,000 shares) 25,000 25,000 Auction Rate Preferred Series A (authorized and outstanding 500 shares) 50,000 50,000 7.07% Series (authorized and outstanding 250,000 shares) 25,000 25,000 Total preferred stock 132,021 8.7 132,181 8.9 LONG-TERM DEBT: First mortgage bonds: 5 1/4% Series due 1996 - 20,000* 5.33 % Series due 1998 30,000 30,000 8.65 % Series due 2000 80,000 80,000 6.93 % Series due 2001 30,000 - 6.40 % Series due 2003 80,000 80,000 8 % Series due 2004 50,000 50,000 9.50 % Series due 2021 75,000 75,000 7.50 % Series due 2023 80,000 80,000 8 3/4% Series due 2027 50,000 50,000 9.52 % Series due 2031 25,000 25,000 Total first mortgage bonds 500,000 490,000 *Amount due within one year - (20,000) Net first mortgage bonds 500,000 470,000 Pollution control revenue bonds: 5.90 % Series due 2003 - 24,200* 6 % Series due 2007 - 24,000 7 1/4% Series due 2008 4,360 4,360 7 5/8% Series 1983-1984 due 2013-2014 - 68,100 8.30 % Series 1984 due 2014 49,800 49,800 6.05 % Series 1996A due 2026 68,100 - Variable Rate Series 1996B due 2026 24,200 - Variable Rate Series 1996C due 2026 24,000 - Total pollution control revenue bonds 170,460 170,460 *Amount due within one year - (450) Net pollution control revenue bonds 170,460 170,010 REA Notes 1,649 1,700 Amount due within one year (68) (67) Net REA Notes 1,581 1,633 IdaWest Notes 7,700 - American Falls bond guarantee 20,560 20,740 Milner Dam note guarantee 11,700 11,700 Unamortized premium/discount - Net (1,758) (1,465) Total long-term debt 710,243 46.7 672,618 45.2 TOTAL CAPITALIZATION $1,521,436 100.0% $1,487,574 100.0% The accompanying notes are an integral part of these statements. IDAHO POWER COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. SUMMARY OF ACCOUNTING POLICIES: Financial Statements In the opinion of the Company, the accompanying unaudited consolidated financial statements contain all adjustments necessary to present fairly the consolidated financial position as of September 30, 1996 and the consolidated results of operation for the three months, nine months and twelve months ended September 30, 1996 and 1995 and the consolidated cash flows for the nine months and twelve months ended September 30, 1996 and 1995. These financial statements do not contain the complete detail or footnote disclosure concerning accounting policies and other matters which would be included in full year financial statements and, therefore, they should be read in conjunction with the Company's audited financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 1995. The results of operation for the interim periods are not necessarily indicative of the results to be expected for the full year. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Idaho Energy Resources Co (IERCo); Idaho Utility Products Company (IUPCO); IDACORP, INC.; Ida-West Energy Company (Ida-West); Stellar Dynamics (Stellar); and Idaho Power Resources Corporation (IPRC). All significant intercompany transactions and balances have been eliminated in consolidation. Revenues In order to match revenues with associated expenses, the Company accrues unbilled revenues for electric services delivered to customers but not yet billed at month-end. Cash and Cash Equivalents For purposes of reporting cash flows, cash and cash equivalents include cash on hand and highly liquid temporary investments with original maturity dates of three months or less. Management Estimates The preparation of financial statements, in conformity with generally accepted accounting principles, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Reclassifications Certain items previously reported for years prior to 1996 have been reclassified to conform with the current year's presentation. Net income was not affected by these reclassifications. 2. 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 $1.8 million at September 30, 1996. 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 flow. 3. REGULATORY ISSUES: The Company has in place, in its Idaho jurisdiction, a Power Cost Adjustment (PCA) mechanism which allows Idaho's retail customer rates to be adjusted annually to reflect the Idaho share of forecasted net power supply costs. Deviations from forecasted costs are deferred with interest and then adjusted (trued-up) in the subsequent year. At September 30, 1996, the Company had recorded $4.6 million of power supply costs above those projected in the 1996 forecast. The current balance is adjusted monthly as actual conditions are compared to the forecasted net power supply costs. The Company filed its 1996 PCA application on April 15, 1996, requesting a decrease in the Idaho jurisdiction PCA rate. On May 16th the Company received a ruling from the Idaho Public Utility Commission reducing Idaho rates by $25.7 million (5.9 percent), including the true-up for 1995. The 1996 PCA forecast reflects costs below the base rates established for PCA expenses. Under Order No. 26216, when the Company's actual earnings in the Idaho jurisdiction in a given year exceed an 11.75 percent return on year-end common equity, the Company will refund 50 percent of the excess when it makes its next PCA adjustment. As a result of this order, at September 30, 1996 the Company provided $3.45 million as a reserve for possible rate refunds to customers. The reserve has been established in the event that the Company's earnings will continue to exceed the 11.75 percent threshold for the year 1996. 4. FINANCING: The Company currently has a $200,000,000 shelf registration statement which can be used for both First Mortgage Bonds (including Medium Term Notes) and Preferred Stock. On July 29, 1996, the Company issued $30,000,000 principal amount of Secured Medium Term Notes, Series B, 6.93% Series Due 2001. The net proceeds were used for repayment of commercial paper issued in connection with the Company's ongoing construction program. On October 2, 1996, $27,000,000 principal amount of Secured Medium Term Notes, Series B, 6.85% Due 2002 were issued with net proceeds from this sale to be used to redeem the Company's 8.375% Series, Serial Preferred Stock, Without Par Value. Pending the redemption, these funds were used to repay a portion of the Company's outstanding short-term debt. On October 9, 1996, the Company mailed a Notice of Redemption (with a call date of November 7, 1996) for the 250,000 shares of 8.375% Series, Serial Preferred Stock, Without Par Value. On August 29, 1996, tax exempt Pollution Control Revenue Refunding Bonds in principal amount of $68,100,000 Series 1996A, $24,200,000 Series 1996B and $24,000,000 Series 1996C were issued by Sweetwater County, Wyoming. Certain of the proceeds were used to retire the $24,200,000 Pollution Control Revenue Bonds due 2003. The remainder of the proceeds were used to provide for sufficient cash and U.S. government securities which were placed in an irrevocable trust to repay when due the principal and interest on the $24,000,000 Pollution Control Revenue Bonds due 2007 and the principal, interest and call premium on the $68,100,000 Pollution Control Revenue Bonds due 2013- 2014. As a result of this defeasance transaction the bonds, cash and securities are not included on the accompanying consolidated balance sheet at September 30,1996. 5. INCOME TAXES: The effective tax rate for the first nine months decreased from 37.7% in 1995 to 36.7% in 1996. A reconciliation between the statutory federal income tax rate and the effective rate for the nine months ended September 30, 1996 and 1995 is as follows: 1996 1995 Amount Rate Amount Rate Computed income taxes based on statutory federal income tax rate $40,000 35.0% $34,900 35.0% Changes in taxes resulting from: Current state income taxes 5,195 4.5 5,642 5.6 Prior year adjustments - - (877) (0.9) Depreciation 3,384 3.0 3,297 3.3 Investment tax credits restored (2,110) (1.8) (2,125) (2.1) Repair allowance (2,424) (2.1) (2,071) (2.1) Other (2,154) (1.9) (1,140) (1.1) $41,891 36.7% $37,626 37.7% INDEPENDENT ACCOUNTANTS' REPORT Idaho Power Company Boise, Idaho We have reviewed the accompanying consolidated balance sheet and statement of capitalization of Idaho Power Company and subsidiaries as of September 30, 1996, and the related consolidated statements of income for the three-, nine- and twelve-month periods ended September 30, 1996 and 1995 and consolidated statements of cash flows for the nine- and twelve- month periods ended September 30, 1996 and 1995. 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, 1995, and the related consolidated statements of income, retained earnings, and cash flows for the year then ended (not presented herein); and in our report dated January 31, 1996, 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, 1995 is fairly stated, in all material respects, in relation to the consolidated balance sheet and statement of capitalization from which it has been derived. DELOITTE & TOUCHE LLP Portland, Oregon November 4, 1996 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OVERVIEW Idaho Power Company's consolidated financial statements represent the Company and its six wholly-owned subsidiaries: Idaho Energy Resources Company (IERCo); Ida-West Energy Company (Ida-West); IDACORP, Inc.; Idaho Utility Products Company (IUPCo); Stellar Dynamics (Stellar); and Idaho Power Resources Corporation (IPRC). This discussion uses the terms Idaho Power and the Company interchangeably to refer to Idaho Power Company and its subsidiaries. The Company is primarily a hydro-based electric utility. Therefore, changing weather, precipitation, and streamflow conditions significantly affect its operational results, just as they affect other utilities in the Pacific Northwest. In addition, the amount of energy used by general business consumers varies from season to season - and from month to month within each season - primarily because of seasonal weather. Non-firm (or off-system) energy sales also vary, by quarter and by year, as a result of varying hydro conditions and energy demand from other utilities. Operating costs fluctuate during the periods due to water and market conditions tempered by the operation of the Power Cost Adjustment (PCA) mechanism in Idaho, its primary jurisdiction. The PCA provides recovery for a major portion of those operating expenses that have the greatest potential for variation. With the PCA, the Company's operating results and earnings per share are more closely aligned with general regulatory, economic, and temperature-related weather conditions, and are less dependent on variable precipitation and streamflow conditions. Earnings Per Share and Book Value Earnings per share of common stock were $0.46 for the quarter, a decrease of $0.12 (20.7 percent) from the same quarter last year. As expected the Company's more normal 1996 third quarter earnings are down from last year's record levels as a result of relatively flat operating revenues, increased operating expenses and a more normal effective income tax rate. Year-to-date earnings per share were $1.77, an increase of $0.28 (18.8 percent). The twelve months ended September 30, 1996 yielded earnings of $2.38 per share, an increase of $0.32 (15.5 percent) from the twelve months ended September 30, 1995. The twelve- month earnings represent a 13.17 percent earned return on year-end common equity, compared to the 11.75 percent earned through September 30 last year. At September 30, 1996, the book value per share of common stock was $18.06, compared to $17.54 for the same period a year ago. RESULTS OF OPERATIONS Precipitation and Streamflows Idaho Power monitors the effect of precipitation and streamflow conditions on Brownlee Reservoir, the water source for the three Hells Canyon hydroelectric projects. In a typical year, these three projects combine to produce about half of the Company's generated electricity. Precipitation in the Company's service territory was near normal levels for the first nine months of 1996. At October 1, 1996, reservoir storage above Brownlee was 62 percent of capacity, compared to 65 percent last year and an average storage of 133 percent for the same period. Inflows into Brownlee result from a combination of precipitation, storage, and ground water conditions. In water year 1996, 8.3 million acre-feet (MAF) of water flowed into Brownlee Reservoir during the April-July runoff period, compared to 6.6 MAF a year ago. This figure represents approximately 173 percent of the 68-year median of 4.8 MAF. Energy Requirements For the first nine months of 1996, the Company met its total system energy requirements from the following sources: hydro generation (63 percent), thermal generation (20 percent), and purchased power and other interchanges (17 percent). For the same period of 1995, these figures were 61 percent hydro, 28 percent thermal, and 11 percent purchased power and other interchanges. With streamflows above average, the Company estimates that 59 percent of its 1996 energy requirements will come from hydro generation, 24 percent from thermal generation, and 17 percent from purchased power and other interchanges. Under normal conditions, Idaho Power's hydro system would contribute approximately 57 percent of the Company's total system energy requirement. Thermal generation accounts for approximately 34 percent, and the remaining 9 percent comes from purchased power and other interchanges. Economy Since 1987 Idaho's economy has consistently posted annual gains in employment. On many occasions in the past ten years, Idaho earned a ranking among the top five fastest growing states in the nation. Since 1987, through mid-year 1996, nonagricultural employment in the state grew at an annual average compound rate of 4.0 percent per year. Recently, Idaho's economic growth has slowed somewhat, but has remained strong when compared to the rest of the nation. During 1995, Idaho experienced a 3.5 percent increase in nonagricultural employment. In the first seven months of 1996 the rate of employment growth increased modestly and resulted in a 12-month growth rate of 3.9 percent. Current economic forecasts estimate that Idaho's nonagricultural employment will produce a 3.1 percent gain in 1996 followed by gains of 2.9 percent in 1997 and 3.0 percent in 1998. Idaho's population gains are expected to moderate in the near-term as the state's job creation rate slows. Still, Idaho will likely maintain a rate of population growth over the next few years that is nearly twice that of the national average. Power Cost Adjustment Since 1993, the Idaho Public Utilities Commission (IPUC) has permitted Idaho Power to use a PCA mechanism in its Idaho jurisdiction. The PCA enables the Company to collect or to refund a portion of the difference between net power supply costs actually incurred and those allowed in the Company's base rates. The current balance is adjusted monthly as actual conditions are compared to the PCA forecasted net power supply costs. For the period May 1996 through May 1997, the Company received approved tariffs from the IPUC, reducing Idaho jurisdictional PCA rates by $25.7 million (5.9 percent), including the true-up for the PCA period May 1995 through May 1996. The reduction reflects anticipated lower power supply costs in the coming year due to above-average hydroelectric generating conditions. The 1996 PCA forecast reflects power supply costs below those established for PCA expenses in the Company's last general rate proceeding. At September 30, 1996, the Company had recorded as a deferred assets and reduction in operating expenses $4.6 million of power supply costs above those projected in the 1996 forecast. Revenues General business revenues were up $0.7 million (1.0 percent) for the quarter, $21.2 million (6.1 percent) for the year-to-date, and $19.8 million (4.3 percent) for the twelve months ended September 30, 1996. The increases reflect the continuing strength of economic growth in the Company's service territory, increases in new customers, energy usage patterns, and rate adjustments in the Idaho and Oregon jurisdictions. Idaho Power added 11,144 new general business customers in the last twelve months, a 3.3 percent increase over the total number of customers served at this time last year. Total surplus sales increased $2.3 million (282.2 percent) during the third quarter, $4.0 million (37.9 percent) for nine months ended and $4.1 million (34.0 percent) for the twelve-month period. The increases reflect improved hydroelectric generating conditions in 1996. Firm sales increased $0.8 million (7.3 percent) during the third quarter $2.1 million (6.6 percent) for year-to-date and $3.3 million (7.6 percent) for the twelve-month period. When compared to the corresponding periods a year ago, total operating revenues increased $0.9 million (1.0 percent) for the third quarter, $26.3 million (6.4 percent) year-to-date and $26.4 million (4.8 percent) for the twelve months ended September 30, 1996. The increase for the third quarter was reduced by the recording of a provision for rate refund pursuant to the Company's regulatory compact in Idaho. Expenses Total operation and maintenance expenses were up $4.2 million (5.3 percent) for the quarter, $10.8 million (5.1 percent) year-to-date, and $7.5 million (2.7 percent) for the twelve months ended September 30, 1996. Purchased power expenses were up for the three, nine, and twelve-month periods by $5.4 million (22.6 percent), $12.7 million (30.6 percent), and $19.3 million (40.4 percent), respectively. These increases reflect economy purchases that were made to take advantage of low market prices this year. The low market prices were a result of the abundance of hydro generation in the West, which displaced the Company's thermal facilities, and increased purchases from CSPP projects that also experienced strong hydroelectric generating conditions. Fuel expenses were up for the quarter: $5.4 million (32.4 percent), but down $1.8 million (4.6 percent) year-to-date and $10.9 million (17.1 percent) for the twelve months ended. The increase for the quarter is mainly due to the operation of the Valmy coal-fired power plant following this summer's regional transmission line outages which affected several western states' power supplies. The Company operated Valmy for a period of time during peak load periods for voltage and reactive support of the Company's transmission grid. The decreases for the year-to-date and twelve months periods reflect improved hydroelectric generating conditions. The PCA component of expenses was down for the quarter, year-to-date, and twelve month periods by $12.2 million, $6.9 million, and $7.7 million respectively. The PCA mechanism reduces expenses when power supply costs are above forecast, and increases them when power supply costs are below forecast. All other operation and maintenance expenses increased $5.7 million for the third quarter, $6.8 million year-to-date, and $6.8 million for the twelve months ended September 30, 1996. These increased expenses were due in part to costs associated with maintenance of the Company's electric system, tax and regulatory charges related to increased hydro generation, and increased consulting services. Total interest costs increased slightly for the quarter, year-to-date and twelve months ended $0.5 million, $0.6 million, and $0.9 respectively. These increases are partly the result of borrowings on investments by the Company's subsidiaries and the issuance of $30.0 million Medium Term Notes by the Company in July, 1996. Ida-West Energy Company This wholly owned subsidiary of the Company holds investments in eight operating hydroelectric plants with a total generating capacity of 60.8 megawatts (MW). In January 1996, Ida-West purchased all of the outstanding bonds (approximately $33 million) that were issued to finance three hydroelectric plants known collectively as the Friant Power Project. This project is located at the U.S. Bureau of Reclamation's Friant Dam on the headwaters of the San Joaquin River in Madera and Fresno Counties, California. It has an aggregate generating capacity of 27.4 MW. The project is owned and operated by Friant Power Authority, a quasi-governmental entity consisting of six irrigation districts, a water district, and a municipal utility district. In addition, Ida-West has an interest with two other equal partners in the Hermiston Power Project, a 460 MW gas-fired cogeneration project to be located near Hermiston, Oregon. The Bonneville Power Administration (BPA) selected the project to be a part of its Resource Contingency Program. In 1993, the partnership and the BPA signed an option development agreement granting the BPA an option to acquire energy and capacity from the project any time during a five-year option hold period after all option development period tasks, including permitting, have been completed. The agreement also entitled the partnership to reimbursement from the BPA for certain development costs, based on the achievement of certain milestones. Ida-West has been responsible for managing all permitting and development activities relating to the project since its inception. In March 1996, the Oregon Energy Facility Siting Council issued a site certificate for the project, the last major permit necessary for construction and operation of the project. Therefore, the partnership has completed all of its option development responsibilities and has entered into a new agreement with BPA continuing BPA's option into the hold period (which expires on June 30, 2000) and allowing the partnership to market the project's output to third parties to the extent their loads are not under contract with BPA, subject to BPA's right of first refusal to acquire the project's output until 2005. The partnership is exploring various alternatives for marketing the project's output. Project financing for construction costs would be non-recourse to Idaho Power. In August 1996, Ida-West signed an agreement in principle to acquire five hydroelectric projects located in Shasta County, California with a total generating capacity of 11.2 MW. Ida-West will acquire the projects through a limited liability company in which it will hold a fifty percent interest. Closing is expected to occur by the end of 1996, subject to the satisfaction of customary closing conditions. To date, the Company has invested $20 million in Ida-West. Ida-West continues an active search for new projects. Idaho Power Resources Corporation IPRC, a wholly-owned subsidiary, incorporated in March 1996 and chartered in July 1996 to provide guidance, resources and long-term strategic planning to projects or business proposals that are not subject to regulation by the FERC and the state regulatory commissions. IPRC will establish, acquire and expand business operations in sustainable infrastructure technology and services including energy, water, waste disposal, telecommunications and information systems. IPRC has a Memorandum of Understanding signed by Idaho Power and representatives from the government of Indonesia on March 6, 1996 that clears the way to conduct a detailed feasibility study on using solar photovoltaic (PV) technology, micro hydroelectric systems, and other renewable energy systems to provide electricity to various locations throughout Indonesia's complex of islands. A feasibility study and business plan is expected to be completed by the end of this year. If the project is deemed workable and receives the required approvals, IPRC would likely begin to develop services in 1997. In October 1996, IPRC concluded its first non-utility acquisition. Applied Power Corporation (APC), is a Lacy, Washington based, international company that designs, supplies and distributes photovoltaic (PV)systems. APC's demonstrated ability to design, manufacture and distribute packaged PV systems complements IPRC's goal of creating new service companies to meet a worldwide market for renewable energy. APC was established in 1981, has operated in nine countries worldwide. LIQUIDITY AND CAPITAL RESOURCES Cash Flow For the nine months ended September 30, 1996, the Company generated $135.7 million in net cash from operations. After deducting for both common and preferred dividends, net cash generation from operations provided approximately $77.3 million for the Company's construction program and other capital requirements. This is a 16.2 percent increase over the same period in 1995. Cash Expenditures Idaho Power estimates that its cash construction program for 1996 will require approximately $88.4 million. This estimate is subject to revision in light of changing economic, regulatory, environmental, and conservation factors. During the first nine months of 1996, the Company expended approximately $58.6 million for construction. Idaho Power's primary financial commitments and obligations are related to contracts and purchase orders associated with its ongoing construction program. To the extent required, the Company expects to finance these commitments and obligations by using both internally generated funds and externally financed capital. Although the Company has regulatory approval to incur up to $150 million of bank borrowings, it presently maintains lines of credit with various banks aggregating $85 million. The Company may use these lines of credit to finance a portion of its construction program on an interim basis. At September 30, 1996, the Company's short-term borrowings totaled $33 million. Financing Program The Company currently has a $200,000,000 shelf registration statement which can be used for both First Mortgage Bonds (including Medium Term Notes) and Preferred Stock. On July 29, 1996, the Company issued $30,000,000 principal amount of Secured Medium Term Notes, Series B, 6.93% Series Due 2001. The net proceeds were used for repayment of commercial paper issued in connection with the Company's ongoing construction program. On October 2, 1996, $27,000,000 principal amount of Secured Medium Term Notes, Series B, 6.85% Due 2002 were issued with net proceeds from this sale to be used to redeem the Company's 8.375% Series, Serial Preferred Stock, Without Par Value. Pending the redemption, these funds were used to repay a portion of the Company's outstanding short-term debt. On October 9, 1996, the Company mailed a Notice of Redemption for the 250,000 shares of 8.375% Series, Serial Preferred Stock, Without Par Value, informing shareholders that they are required to send in their certificates to be redeemed for payment. On August 29, 1996, tax exempt Pollution Control Revenue Refunding Bonds in principal amount of $68,100,000 Series 1996A, $24,200,000 Series 1996B and $24,000,000 Series 1996C were issued by Sweetwater County, Wyoming. Certain of the proceeds were used to retire the $24,200,000 Pollution Control Revenue Bonds due 2003. The remainder of the proceeds were used to provide for sufficient cash and U.S. government securities which were held in an irrevocable trust to repay when due the principal and interest on the $24,000,000 pollution control revenue bonds due 2007 and the principal, interest and call premium on the $68,100,000 pollution control revenue bonds due 2013- 2014. As a result of this defeasance transaction the bonds, cash and securities are not included on the accompanying consolidated balance sheet as of September 30,1996. Idaho Power's objective is to maintain capitalization ratios of approximately 45 percent common equity, 8 to 10 percent preferred stock, and the balance in long-term debt. For the twelve-month period ended September 30, 1996, the Company's consolidated pre-tax interest coverage was 3.63 times. Southwest Intertie Project The Company's Southwest Intertie Project (SWIP) is on hold, pending an order from the Public Service Commission of Nevada allowing Nevada Power to participate in the project. The Company's SWIP proposal calls for a 500-mile, 500 kilovolt (kV) transmission line that would serve as a major north-south transmission artery, interconnecting the Company's system with those of utilities in California and the Southwest. The U.S. Bureau of Land Management has issued a favorable record of decision on the Company's environmental impact statement and granted the project a right-of-way across public lands in Idaho, Nevada, and Utah. The Company and interested parties have completed ownership allocation and negotiations for the execution of the Memorandum of Agreement (MOA). When the MOA is executed, the Company will require each party to pay its share of the approximately $8.5 million expended for environmental permitting, right-of-way acquisition, and related development activities. The SWIP owners will then form an Executive Committee, with voting rights proportional to each share of the project. The Executive Committee will oversee development activities for the SWIP and related projects. Salmon Recovery Plan Work continues on the development of a comprehensive and scientifically credible plan to ensure the long-term survival of anadromous fish runs on the Columbia and Lower Snake Rivers. Idaho Power fully supports and actively participates in this regional effort. In March of 1995, the National Marine Fisheries Service (NMFS) released a Proposed Recovery Plan for the listed Snake River Salmon. The NMFS accepted public comment on the Plan through December of 1995. As drafted, the Plan would not require any changes to the Company's current operations for salmon. Pending completion of a final recovery plan by the NMFS, the U.S. Army Corps of Engineers and other governmental agencies operating federally-owned dams and reservoirs on the Snake and Columbia Rivers will continue to consult with the NMFS regarding ongoing system operations. The Company does not expect these interim operations to change its current operations for salmon. Idaho Power has negotiated a 5-year contract with the BPA to replace lost energy and capacity resulting from recovery plans that impact the Company's power supply costs. Nez Perce Lawsuit Idaho Power's Board of Directors and the Nez Perce Tribe have approved an Agreement between the Company and the Tribe, which resolves a four- and-a-half year-old lawsuit regarding alleged damages to the Tribe's treaty-reserved fishing rights. The suit arose from the construction, maintenance, and operation of Idaho Power's three-dam Hells Canyon Complex and the project's alleged impact both on fish and the Tribe's treaty-reserved fishing rights. The Agreement requires the approval of the United States government (through the Bureau of Indian Affairs (BIA)) acting in its capacity as trustee for the Tribe. Under the terms of the agreement, Idaho Power will pay the Nez Perce Tribe $11.5 million in the following manner: - $5 million in at which time the Nez Perce would move for the dismissal of, with prejudice, their legal action against the Company. - $1,625,000 each year for the next four years beginning in 1997. All payments under the Agreement in Principle will be made in 1996 dollars, which allows for adjusted future inflation within a minimum range of 3 percent and a maximum of 7 percent. The first payment of $5.0 million plus inflation adjustment will be paid on or before the end of 1996. On July 12, 1996 the IPUC issued Order No. 26513, and on August 5, 1996, the OPUC issued Order No. 96-207 approving capitalization of their respective jurisdictional share of the $11.5 million, upon the signing of the definitive agreement between the Tribe and Idaho Power. The parties are still awaiting BIA approval. In connection with settling the litigation, the Company and the Tribe also reached a provisional settlement regarding the relicensing of the Hells Canyon Complex. In return for the Tribe's support of the Company's application to relicense the project, the Company will place $5 million, the majority of which the Tribe has agreed to dedicate to implementable fisheries restoration efforts, in an escrow account on August 3, 2003, the date by which the Company must file its relicense application. The Tribe will be entitled to earnings from investments on this account until the Company accepts or rejects a new federal license for the project. If the Company accepts the new federal license, the Tribe will take ownership of the money in the account. If the Company rejects the license, the money will be returned to the Company. This settlement is provisional because the Tribe retains the right to opt out of this relicensing settlement at any time prior to the Company's acceptance of a new federal license. Company Transformation and Regulatory Initiative On August 3, 1995, Idaho Power filed a regulatory proposal with the IPUC to support the Company's organizational redesign and corporate vision. In response to the Company's proposal, the IPUC approved a Settlement Stipulation that provides for a general rate freeze through the end of 1999. The Stipulation also allows, as necessary, for the accelerated amortization of regulatory liabilities associated with accumulated deferred investment tax credits (ADITCs) to provide a minimum 11.50 percent return on actual year-end common equity for the Idaho jurisdiction. The new freeze and the accelerated amortization of regulatory liabilities associated with ADITCs gives the Company time to pursue and to implement its efficiency and growth initiatives with the assurance of at least a reasonable level of financial performance apart from the need to change customer prices. On November 22, 1995, the Idaho State Tax Commission approved the accounting treatment for the Idaho ADITCs. The Internal Revenue Service granted its approval on March 5, 1996. Arizona Public Service Agreement On August 28, 1996 the Company filed an application with the Idaho Public Utilities Commission (IPUC) requesting that the IPUC include the cost of a firm purchase power agreement with Arizona Public Service Company (APS) in the Company's PCA. The agreement provided for delivery to begin in September 1996 and to continue for five years with scheduled delivery each year for the period September through March. The agreement contained a provision requiring inclusion in the PCA by the IPUC as a condition of final acceptance. On November 1, 1996 the Company received Order No. 26668 from the IPUC which denied the inclusion of the contract costs in the PCA in their entirety. As a result, Idaho Power gave APS notice that purchases under the Agreement were suspended effective November 1, 1996. Marketing Business Unit To accommodate its customers and allow it to compete in the rapidly evolving competitive market, the Company is forming a Marketing Business Unit. This new business unit will be responsible for all purchases and sales of electric energy, both retail and wholesale, market research, planning and implementation of marketing strategies, and sales to all Idaho Power customers. The formation of this business unit will occur over the next three months with a target of January 1, 1997, to be fully operational. Jan Packwood has been named Executive Vice President and assigned the responsibility of forming the executive and senior management team for the Marketing Business Unit. In conjunction with the newly formed marketing management team, he will lead the Company's effort to establish a customer-driven marketing unit that will bring value to employees, customers and stockholders alike. To assist the Marketing Business Unit in bringing value to the Company, the Board of Directors gave approval for executive management to form a Risk Management Committee, comprised of executives and senior managers, to oversee a new risk management program. The program is intended to minimize fluctuations in earnings and cash flow while controlling the volatility of the Company's energy prices to its customers. The objectives of the program will include setting and achieving commodity price targets, locking in commodity prices related to specific contracts for the sale of electricity and managing commodity price risk for customers. The Company plans to appoint risk managers to conduct transactions to manage commodity price risk and capital market risk. The transactions will include over-the-counter or exchange-traded futures, options, swaps, or combinations of the three. IPUC Workshops Regarding Industry Changes In August, 1996 the IPUC completed its investigation into changes in the electric utility industry and issued Order No. 26555. The IPUC commended the working group for its effort and for the development of a position paper (an attachment to the order) on the changes affecting the electric utility industry. The position paper was the product of a series of workshops concerning the electric utility industry restructuring and its impact on the state of Idaho. Participants included commissioners and commission staff, electric utility customers and customer group representatives, publicly- owned utilities and investor-owned utilities, and public interest groups. The position paper set forth regulatory and legal issues that might arise during a transition to a more competitive environment. The IPUC addressed the issues individually in Order No. 26555. In its order the IPUC described a cautious forward approach, noting that customers of Idaho regulated utilities pay some of the lowest rates in the nation and that low cost hydroelectricity is an existing benefit of Idaho retail customers. The IPUC stated its expectation that many of the specific restructuring issues would be resolved in a case-by-case manner. FERC Order Nos. 888 and 889 On April 24, 1996, the FERC issued its Order Nos. 888 and 889 dealing with Open-Access Non-Discriminatory Transmission Services by Public and Transmitting Utilities, and standards of conduct regarding these issues. These orders require public utilities owning transmission lines to file open access tariffs available to buyers and sellers of wholesale electricity, require utilities to use the tariffs for their own wholesale sales and purchases, and allow utilities to recover stranded costs, subject to certain conditions. Public utilities owning transmission lines were required to file compliance tariffs by July 9, 1996. Idaho Power has long had an informal open-access transmission policy, and is experienced in providing reliable, high-quality, economical transmission service. The Company provides various firm and non-firm wheeling services for several surrounding utilities. In November of 1995, the Company filed with the FERC open-access tariffs for Point-to- Point and Network transmission service. The Company requested and received permission to implement these tariffs beginning February 1, 1996. The substance of these tariffs was to offer the same quality and character of transmission services to anyone seeking them as those the Company uses in its own operations. A settlement was reached as filed on the rate for services under these tariffs and the settlement has been certified for approval to the FERC by the administrative law judge. On July 8, 1996, the Company filed a new open access transmission tariff to replace the 1995 tariffs. This provides full compliance with Final Order 888. This new filing did not include a rate change. Independent Grid Operator A group of seven investor-owned Northwest electric companies, including Idaho Power, plus two public electric entities have signed a memorandum of understanding that will create an independent transmission grid operator called "IndeGO". It will ensure non-discriminatory, open access to electricity transmission facilities in compliance with recent FERC rulings. The group plans to file the IndeGO proposal with FERC by December 31, 1996 and anticipates operation would commence by July 4, 1997. This memorandum of understanding is an agreement to investigate the feaasibility of developing a regional transmission grid which would be operated by an entity independent of power market interests. It is believed that the formation of such an entity will facilitate the operation of an evolving competitive electric power market. Operating as one regional system, the nine utility companies will be able to increase the efficiency of transmission operations and provide improved access for all system users. IndeGo is envisioned as an independent transmission company not to be controlled by any individual power market participant(s). It is anticipated that IndeGO will operate as a single control area transmission grid, with pricing based on a single zonal tariff applied equally to all users including the participating companies. IndeGO will not own transmission facilities at the onset, but will be responsible for the operation and maintenance of main transmission grid facilities carrying 230 kilovolts (KV) or more that are owned or controlled by the nine utilities. The area encompassed by the nine companies has approximately 11,000 miles of transmission lines and comprises nearly four million customer accounts. PART II - OTHER INFORMATION Item 1. Legal Proceedings None Item 6. Exhibits and Reports on Form 8-K (a) Exhibits: File As Exhibit Number Exhibit *3(a) 33-00440 4(a)(xiii) Restated Articles of Incorporation of the Company as filed with the Secretary of State of Idaho on June 30, 1989. *3(a)(i) 33-65720 4(a)(i) Statement of Resolution Establishing Terms of 8.375% Serial Preferred Stock, Without Par Value (cumulative stated value of $100 per share), as filed with the Secretary of State of Idaho on September 23, 1991. *3(a)(ii) 33-65720 4(a)(ii) Statement of Resolution Establishing Terms of Flexible Auction Series A, Serial Preferred Stock, Without Par Value (cumulative stated value of $100,000 per share), as filed with the Secretary of State of Idaho on November 5, 1991. *3(a)(iii) 33-65720 4(a)(iii) Statement of Resolution Establishing Terms of 7.07% Serial Preferred Stock, Without Par Value (cumulative stated value of $100 per share), as filed with the Secretary of State of Idaho on June 30, 1993. *3(b) 33-41166 4(b) Waiver resolution to Restated Articles of Incorporation adopted by Shareholders on May 1, 1991. *3(c) 33-00440 4(a)(xiv) By-laws of the Company amended on June 30, 1989, and presently in effect. *4(a)(i) 2-3413 B-2 Mortgage and Deed of Trust, dated as of October 1, 1937, between the Company and Bankers Trust Company and R. G. Page, as Trustees. *4(a)(ii) Supplemental Indentures to Mortgage and Deed of Trust: Number Dated 1-MD B-2-a First July 1, 1939 2-5395 7-a-3 Second November 15, 1943 2-7237 7-a-4 Third February 1, 1947 2-7502 7-a-5 Fourth May 1, 1948 2-8398 7-a-6 Fifth November 1, 1949 2-8973 7-a-7 Sixth October 1, 1951 2-12941 2-C-8 Seventh January 1, 1957 2-13688 4-J Eighth July 15, 1957 2-13689 4-K Ninth November 15, 1957 2-14245 4-L Tenth April 1, 1958 2-14366 2-L Eleventh October 15, 1958 2-14935 4-N Twelfth May 15, 1959 2-18976 4-O Thirteenth November 15, 1960 2-18977 4-Q Fourteenth November 1, 1961 2-22988 4-B-16 Fifteenth September 15, 1964 2-24578 4-B-17 Sixteenth April 1, 1966 2-25479 4-B-18 Seventeenth October 1, 1966 2-45260 2(c) Eighteenth September 1, 1972 2-49854 2(c) Nineteenth January 15, 1974 2-51722 2(c)(i) Twentieth August 1, 1974 2-51722 2(c)(ii) Twenty-first October 15, 1974 2-57374 2(c) Twenty-second November 15, 1976 2-62035 2(c) Twenty-third August 15, 1978 33-34222 4(d)(iii) Twenty-fourth September 1, 1979 33-34222 4(d)(iv) Twenty-fifth November 1, 1981 33-34222 4(d)(v) Twenty-sixth May 1, 1982 33-34222 4(d)(vi) Twenty-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) Instruments relating to American Falls bond guarantee. (see Exhibits 10(f) and 10(f)(i)). *4(c) 33-65720 4(f) Agreement to furnish certain debt instruments. *4(d) 33-00440 2(a)(iii) Agreement and Plan of Merger dated March 10, 1989, between Idaho Power Company, a Maine Corporation, and Idaho Power Migrating Corporation. *4(e) 33-65720 4(e) Rights Agreement dated January 11, 1990, between the Company and First Chicago Trust Company of New York, as Rights Agent (The Bank of New York, successor Rights Agent). *10(a) 2-51762 5(a) Agreement, dated April 20, 1973, between the Company and FMC Corporation. *10(a)(i) 2-57374 5(b) Letter Agreement, dated October 22, 1975, relating to agreement filed as Exhibit 10(a). *10(a)(ii) 2-62034 5(b)(i) Letter Agreement, dated December 22, 1976, relating to agreement filed as Exhibit 10(a). *10(a)(iii) 33-65720 10(a) Letter Agreement, dated December 11, 1981, relating to agreement filed as Exhibit 10(a). *10(b) 2-49584 5(b) Agreements, dated September 22, 1969, between the Company and Pacific Power & Light Company relating to the operation, construction and ownership of the Jim Bridger Project. *10(b)(i) 2-51762 5(c) Amendment, dated February 1, 1974, relating to operation agreement filed as Exhibit 10(b). *10(c) 2-49584 5(c) Agreement, dated as of October 11, 1973, between the Company and Pacific Power & Light Company. *10(d) 2-49584 5(d) Agreement, dated as of October 24, 1973, between the Company and Utah Power & Light Company. *10(d)(i) 2-62034 5(f)(i) Amendment, dated January 25, 1978, relating to agreement filed as Exhibit 10(d). *10(e) 33-65720 10(b) Coal Purchase Contract, dated as of June 19, 1986, among the Company, Sierra Pacific Power Company and Black Butte Coal Company. *10(f) 2-57374 5(k) Contract, dated March 31, 1976, between the United States of America and American Falls Reservoir District, and related Exhibits. *10(f)(i) 33-65720 10(c) Guaranty Agreement, dated March 1, 1990, between the Company and West One Bank, as Trustee, relating to $21,425,000 American Falls Replacement Dam Bonds of the American Falls Reservoir District, Idaho. *10(g) 2-57374 5(m) Agreement, effective April 15, 1975, between the Company and The Washington Water Power Company. *10(h) 2-62034 5(p) Bridger Coal Company Agreement, dated February 1, 1974, between Pacific Minerals, Inc., and Idaho Energy Resources Co. *10(i) 2-62034 5(q) Coal Sales Agreement, dated February 1, 1974, between Bridger Coal Company and Pacific Power & Light Company and the Company. *10(i)(i) 33-65720 10(d) Second Restated and Amended Coal Sales Agreement, dated March 7, 1988, among Bridger Coal Company and PacifiCorp (dba Pacific Power & Light Company) and the Company. *10(i)(ii) 1-3198 10(i)(ii) Third Restated and Amended Form 10-Q Coal Sales Agreement, dated for 3/31/96 January 1, 1996, among Bridger Coal Company and PacifiCorp (dba Pacific Power & Light Company) and the Company. *10(j) 2-62034 5(r) Guaranty Agreement, dated as of August 30, 1974, with Pacific Power & Light Company. *10(k) 2-56513 5(i) Letter Agreement, dated January 23, 1976, between the Company and Portland General Electric Company. *10(k)(i) 2-62034 5(s) Agreement for Construction, Ownership and Operation of the Number One Boardman Station on Carty Reservoir, dated as of October 15, 1976, between Portland General Electric Company and the Company. *10(k)(ii) 2-62034 5(t) Amendment, dated September 30, 1977, relating to agreement filed as Exhibit 10(k). *10(k)(iii) 2-62034 5(u) Amendment, dated October 31, 1977, relating to agreement filed as Exhibit 10(k). *10(k)(iv) 2-62034 5(v) Amendment, dated January 23, 1978, relating to agreement filed as Exhibit 10(k). *10(k)(v) 2-62034 5(w) Amendment, dated February 15, 1978, relating to agreement filed as Exhibit 10(k). *10(k)(vi) 2-68574 5(x) Amendment, dated September 1, 1979, relating to agreement filed as Exhibit 10(k). *10(l) 2-68574 5(z) Participation Agreement, dated September 1, 1979, relating to the sale and leaseback of coal handling facilities at the Number One Boardman Station on Carty Reservoir. *10(m) 2-64910 5(y) Agreements for the Operation, Construction and Ownership of the North Valmy Power Plant Project, dated December 12, 1978, between Sierra Pacific Power Company and the Company. *10(n)(i)1 1-3198 10(n)(i) The Revised Security Plans for Form 10-K Senior Management Employees for 1994 and for Directors-a non- qualified, deferred compensation plan effective November 30, 1994. *10(n)(ii)1 1-3198 10(n)(ii) The Executive Annual Incentive Form 10-K Plan for senior management for 1994 employees effective January 1, 1995. *10(n)(iii)1 1-3198 10(n)(iii) The 1994 Restricted Stock Form 10-K Plan for officers and key for 1994 executives effective July 1, 1994. *10(o) 33-65720 10(f) Residential Purchase and Sale Agreement, dated August 22, 1981, among the United Stated of American Department of Energy acting by and through the Bonneville Power Administration, and the Company. *10(p) 33-65720 10(g) Power Sales Contact, dated August 25, 1981, including amendments, among the United States of America Department of Energy acting by and through the Bonneville Power Administration, and the Company. *10(q) 33-65720 10(h) Framework Agreement, dated October 1, 1984, between the State of Idaho and the Company relating to the Company's Swan Falls and Snake River water rights. 1 Compensatory Plan *10(q)(i) 33-65720 10(h)(i) Agreement, dated October 25, 1984, between the State of Idaho and the Company relating to the agreement filed as Exhibit 10(q). *10(q)(ii) 33-65720 10(h)(ii) Contract to Implement, dated October 25, 1984, between the State of Idaho and the Company relating to the agreement filed as Exhibit 10(q). *10(r) 33-65720 10(i) Agreement for Supply of Power and Energy, dated February 10, 1988, between the Utah Associated Municipal Power Systems and the Company. *10(s) 33-65720 10(j) Agreement Respecting Transmission Facilities and Services, dated March 21, 1988 among PC/UP&L Merging Corp. and the Company including a Settlement Agreement between PacifiCorp and the Company. *10(s)(i) 33-65720 10(j)(i) Restated Transmission Services Agreement, dated February 6, 1992, between Idaho Power Company and PacifiCorp. *10(t) 33-65720 10(k) Agreement for Supply of Power and Energy, dated February 23, 1989, between Sierra Pacific Power Company and the Company. *10(u) 33-65720 10(l) Transmission Services Agreement, dated May 18, 1989, between the Company and the Bonneville Power Administration. *10(v) 33-65720 10(m) Agreement Regarding the Ownership, Construction, Operation and Maintenance of the Milner Hydroelectric Project (FERC No. 2899), dated January 22, 1990, between the Company and the Twin Falls Canal Company and the Northside Canal Company Limited. *10(v)(i) 33-65720 10(m)(i) Guaranty Agreement, dated February 10, 1992, between the Company and New York Life Insurance Company, as Note Purchaser, relating to $11,700,000 Guaranteed Notes due 2017 of Milner Dam Inc. *10(w) 33-65720 10(n) Agreement for the Purchase and Sale of Power and Energy, dated October 16, 1990, between the Company and The Montana Power Company. *10(x) 1-3198 10(x) Agreement for design of Form 10-Q substation dated October 4, for 9/30/95 1995, between the Company and Micron Technology, Inc. 12 Statement Re: Computation of Ratio of Earnings to Fixed Charges. 12(a) Statement Re: Computation of Supplemental Ratio of Earnings to Fixed Charges. 12(b) Statement Re: Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Dividend Requirements. 12(c) Statement Re: Computation of Supplemental Ratio of Earnings to Combined Fixed Charges and Preferred Dividend Requirements. 15 Letter re: unaudited interim financial information. 27 Financial Data Schedule (b) Reports on Form 8-K. No reports on Form 8-K were filed for the three months ended September 30, 1996. *Previously Filed and Incorporated Herein By Reference. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. IDAHO POWER COMPANY (Registrant) Date November 5, 1996 By: /s/ J LaMont Keen J LaMont Keen Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)