TABLE OF CONTENTS PART I PAGE ITEM 1. BUSINESS 2 THE COMPANY 2 POWER SUPPLY 4 FUEL 8 WATER RIGHTS 9 REGULATION 10 ENVIRONMENTAL REGULATION 10 RATES 12 CONSTRUCTION PROGRAM 13 FINANCING PROGRAM 14 ITEM 2. PROPERTIES 15 ITEM 3. LEGAL PROCEEDINGS 17 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 19 EXECUTIVE OFFICERS OF THE REGISTRANT 19 PART II ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS 21 ITEM 6. SELECTED FINANCIAL DATA 22 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 24 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 36 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 59 PART III ITEM 10.DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT* 59 ITEM 11.EXECUTIVE COMPENSATION* 59 ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT* 59 ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS* 59 PART IV ITEM 14.EXHIBITS, FINANCIAL STATEMENT SCHEDULE AND REPORTS ON FORM 8-K 59 SIGNATURES 66 *INCORPORATED BY REFERENCE. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1997 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 (I.R.S. Employer jurisdiction of Identification No.) incorporation or organization) 1221 W. Idaho Street, 83702-5627 Boise, Idaho (Address of principal (Zip Code) executive offices) Registrant's telephone number, including area code (208)388-2200 Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered Common Stock ($2.50 par New York and Pacific value) Securities registered pursuant to Section 12(g) of the Act: Preferred Stock (Title of Class) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Aggregate market value of voting and non-voting common stock held by nonaffiliates (January 31, 1998) $1,331,222,000 Number of shares of common stock outstanding at February 28, 1998 37,612,351 Documents Incorporated by Reference: Part III, Item 10 Portions of the joint definitive proxy statement and prospectus of the Registrant and IDACORP. Item 11 Inc. to be filed pursuant to Regulation 14A for the 1998 Annual Meeting of Shareowners to be Item 12 held on May 6, 1998. Item 12 Item 13 PART I ITEM 1. BUSINESS THE COMPANY This Form 10-K 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-K at Part II, Item 7. 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. General - Idaho Power Company (Company) is an electric public utility incorporated under the laws of the state of Idaho in 1989 as successor to a Maine corporation organized in 1915. The Company is engaged in the generation, purchase, transmission, distribution and sale of electric energy in an approximate 20,000- square-mile area in southern Idaho, eastern Oregon and northern Nevada, with an estimated population of 772,000. The Company holds franchises in approximately 70 cities in Idaho and ten cities in Oregon, and holds certificates from the respective public utility regulatory authorities to serve all or a portion of 28 counties in Idaho, three counties in Oregon and one county in Nevada. As of December 31, 1997, the Company supplied electric energy to 363,085 general business customers and employed 1,707 people in its operations (1,615 full-time). The Company's results of operations, like those of certain other utilities in the Northwest, can be significantly affected by changing weather, precipitation and streamflow conditions. With the implementation of a power cost adjustment mechanism (PCA) in the Idaho jurisdiction in 1993, which includes a major portion of the operating expenses with the largest variation potential (net power supply costs), the Company's operating results are more dependent upon general regulatory, economic, temperature and competitive conditions and less on precipitation and streamflow conditions. Variations in energy usage by ultimate customers occur from year to year, from season to season and from month to month within a season, primarily as a result of weather conditions. The Company operates 17 hydro power plants and shares ownership in three coal-fired generating plants (see Item 2 - "Properties"). The Company relies heavily on hydroelectric power for its generating needs and is one of the nation's few investor- owned utilities with a predominantly hydro base. The Company has participated in the development of thermal generation in Wyoming, Oregon and Nevada using low-sulfur coal from Wyoming and Utah. For the twelve months ended December 31, 1997, total system electric revenues from residential customers accounted for 27 percent of the Company's total operating revenues. Commercial customers with less than 1,000 kiloWatt (kW) demand accounted for 15 percent, industrial customers with 1,000 kW demand and over accounted for 15 percent and irrigation customers accounted for 8 percent. Off-system and interchange arrangements accounted for 32 percent and other operating revenues accounted for 3 percent. The Company's principal commercial and industrial customers are involved in: elemental phosphorus production; food processing; phosphate fertilizer production; electronics and general manufacturing; lumber; beet sugar refining; and the recreation industry, such as lodges, condominiums, ski lifts and related facilities, including those at the Sun Valley resort area. The off-system revenue percentage increased in 1997 due primarily to increases in electricity trading activity. The Company's firm energy demand, hydroelectric generating conditions and market conditions throughout the West also affect the volume and price of off-system sales. The Company intends to be a competitive energy provider, including both electricity and natural gas. In 1997, the Company opened gas trading offices in Houston, Texas to serve the southern and eastern United States and Boise, Idaho to serve the northwest and Canadian markets. The Company has also significantly increased its participation in the wholesale electricity markets. Subsidiaries - Ida-West Energy Company (Ida-West), was formed in 1989 to participate through partnership interests in cogeneration and small power production (CSPP) projects. Ida-West holds investments in thirteen operating hydroelectric plants with a total generating capacity of approximately 72 megawatts (MW). In November 1996, Ida-West purchased an interest in five hydroelectric projects located in Shasta County, California, with a total generating capacity of 11.2 MW. Ida-West acquired the projects through a limited liability company in which it holds a 50 percent interest. Ida-West has a partnership interest in the Hermiston Power Project, a 460 MW, gas-fired cogeneration project to be located near Hermiston, Oregon. Ida-West has been responsible for managing all permitting and development activities relating to the project since its inception in 1993, and has obtained all permits necessary for construction and operation of the project. The partnership is exploring various alternatives for marketing the project's output. Project financing for construction costs would be non-recourse to Idaho Power. The Company has purchased all of the power from the five Idaho hydroelectric entities that are fifty percent owned by Ida-West, totaling approximately $9.8 million in 1997. At December 31, 1997, the Company's total investment in Ida-West was $23.8 million. Idaho Energy Resources Company (IERCo), has been in operation since 1974. Its primary purpose is to participate as a joint venturer in the Bridger Coal Company, which operates the mine supplying coal to the Jim Bridger power plant near Rock Springs, Wyoming (see "Fuel"). As of December 31, 1997, the Company's total investment in IERCo was $5.1 million. IDACORP, Inc. (IDACORP), was organized in 1986 to pursue a non- regulated diversification program. At the end of 1997 IDACORP was participating in eight affordable housing programs which provide a return primarily by reducing federal income taxes through tax credits and tax depreciation benefits. As of December 31, 1997, the Company's total investment in IDACORP was $12.0 million. This subsidiary's name will be changed to IDACORP Financial Services, Inc. in 1998. Stellar Dynamics, Inc (Stellar) was formed in 1995 to commercialize the Company's expertise in control technology for electric substations and power plants. Currently, Stellar's market focus is in complex control and automation systems for the electric utility sector and industrial applications. Stellar also provides design and engineering for complete electric substations. Stellar markets its products nationally and internationally. As of December 31, 1997, the Company's total investment in Stellar was $1.4 million. Applied Power Corporation (APC) is a Lacey, Washington based company that designs, supplies and distributes photovoltaic (PV) systems. APC provides reliable, cost-effective solar electric products and systems for industry, contractors, utilities, government and an international network of solar dealers and distributors. Idaho Power Resources Company acquired a majority interest in APC in 1996. During 1997, this investment became a direct subsidiary of Idaho Power Company. As of December 31, 1997, the Company's total investment in APC was $4.0 million. Research and Development and Renewable Energy Sources - During 1997, the Company spent approximately $1.6 million on research and development of which $1.4 million was through the Company's membership in Electric Power Research Institute (EPRI). EPRI's mission is to discover, develop and deliver advances in science and technology. Some of the subjects of EPRI projects include: electrification technologies, power quality, electric transportation systems, EMF assessment/risk management and air quality issues. The Company also has an internal research and development effort called the Emerging Technology (ET) Program. The ET program was established to maintain an active and coordinated response to new technology of interest to the Company. In 1992, the Company joined Southern California Edison, the U.S. Department of Energy and others in retrofitting an existing 10- megawatt central receiver solar thermal experimental power plant now called Solar Two near Barstow, California. The Company has contributed $630,500 through 1997 and the EPRI contributed an additional $630,500 of matching funds, bringing the Company's credited contribution to approximately $1.3 million. Solar Two was first synchronized to Southern California Edison's system in May 1996. The main benefit the Company receives by participating in this project is valuable experience and knowledge in solar plant design, construction and operation. Energy Efficiency - As an active member of the Northwest Energy Efficiency Alliance, the Company has been shifting the focus of its conservation, or demand-side management (DSM), activities towards regional market transformation efforts and renewing its commitment to public purpose programs. At the same time, the Company has discontinued many of the traditional DSM programs that required deferral of costs. In 1997, the Company expended $3.2 million on energy- efficiency programs. POWER SUPPLY The Company is a dual-peaking system, with the larger energy peak generally occurring in the summer. This complements the winter peaking utilities which predominate in the Pacific Northwest. Even though its significant hydroelectric generation can operate to meet demand peaks, seasonal energy requirements are important to the Company because its seasonal energy capability is determined in part by the availability of water. In 1995, 1996, and 1997 the Company's service territory experienced above average water years. The system peak demand for 1997 was 2,547 MW set on July 8, 1997. Peak demand for 1996 and 1995 were 2,661 and 2,393 MW respectively. Historically, under normal water conditions, the Company's hydro system supplies approximately 57 percent, thermal generation accounts for 32 percent and purchased power and other interchanges contribute the remaining 11 percent of total system requirements. In 1997, hydrogeneration was 58 percent, thermal was 26 percent and purchased power and interchange was 15 percent of total system requirements. Preliminary 1998 reports indicate the mountain snowpack is near normal for this time of year, the carryover reservoir storage throughout the Snake River Basin is above average, and precipitation for 1998 to date is above normal. The Company expects to meet projected energy loads during the coming year using its hydro and coal-fired facilities and strategic geographic location - which provides opportunities to purchase, sell, exchange and transmit energy. Purchased power expenses have increased for the last two years due primarily to increases in MWH's purchased in the electricity trading markets for the purpose of remarketing this energy to others. Increased purchases from cogeneration and small power production (CSPP) projects as a result of favorable hydro conditions also increased purchased power expenses for the three year period. The Company periodically updates its load and resource projections and now expects total Company system energy requirements over the next five years to grow at an annual rate of approximately 2.0 percent. The Company's generating facilities are interconnected through its integrated transmission system and are operated on a coordinated basis to achieve maximum load-carrying capability and reliability. The transmission system of the Company is directly interconnected with the transmission systems of the Bonneville Power Administration (BPA), The Washington Water Power Company, PacifiCorp, The Montana Power Company and Sierra Pacific Power Company (SPPCo). Such interconnections, coupled with transmission line capacity made available under agreements with certain of the above utilities, permit the advantageous interchange, purchase and sale of power among most of the electric systems in the West. The Company is a member of the Western Systems Coordinating Council, the Western Systems Power Pool, the Northwest Power Pool, the Western Regional Transmission Association and the Northwest Regional Transmission Association. Competition - Competition is increasing in the electric utility industry on both a wholesale and retail level. The National Energy Policy Act of 1992, FERC rulemakings, state initiatives, customer demands, and pending legislation at the national and state level all indicate increasing wholesale and potential retail competition. The Company's goal is to anticipate and fully integrate into Company operations any legislative, regulatory or competitive changes. It is pursuing a rapid, but orderly transition to at least a partially and possibly a totally deregulated environment in the years ahead. With its low energy production costs the Company is well-positioned to succeed in a more competitive environment and is taking steps to preserve its low-cost advantage. The legislatures and/or the regulatory commissions in several states, and at a national level, have considered or are considering "retail wheeling". Retail wheeling means the movement of electric energy produced by another entity over an electric utility's transmission and distribution system, to a retail customer in what was the utility's traditional service territory. A requirement to transmit directly to retail customers would permit retail customers to purchase electric capacity and energy from their local electric utility or from any other electric utility or independent power supplier. The Idaho Public Utilities Commission (IPUC) conducted an issues workshop for discussing retail wheeling issues among affected parties in 1996. Following the 1997 session, the Idaho Legislature established an Interim Committee on Restructuring. The Committee met periodically throughout 1997 and is the legislative committee responsible for legislation related to restructuring of the electric utility industry. In response to increased competition in the industry, the potential ability of retail customers to choose their electric provider, and the apparent restructuring of the electric power industry, the Company has adjusted its resource acquisition policy toward a greater emphasis on resource marketability. In order to avoid burdening the Company and its customers with unnecessary future power supply costs and higher rates, the Company has adopted a policy of acquiring all new resources as close as possible to the actual time of need and selecting the lowest cost resources meeting all of the Company's requirements. In practice, this policy will result in the purchase of power from others through the marketplace when purchases are the lowest cost resources, and new investment in resource ownership by the Company only when a Company-owned resource would be cost effective. With its predominantly hydro base and low-cost thermal plants, the Company is one of the lowest cost producers of electric energy among the nation's investor-owned utilities. Through its interconnections with BPA and other utilities, the Company has access to all the major electric systems in the West. Marketing Business Unit - To accommodate its customers and allow itself to compete in the rapidly evolving competitive environment, the Company formed a Marketing Business Unit in January 1997. The new business unit is responsible for all purchases and wholesale sales of electricity and natural gas in the wholesale energy markets, market research, and planning and implementation of marketing strategies. There are three core components to the new business unit: product development, which is responsible for creating and commercializing all new energy products and services; supply and logistics, which is responsible for energy supply aggregation, delivery and risk management; and sales, which is responsible for market aggregation and sales of energy products and services. During 1997, the Marketing Business Unit expanded electricity sales and trading operations in Boise, Idaho, and established gas trading operations in Boise, Idaho, and Houston, Texas. The business unit is responsible for pursuing the corporate strategy of expanding business outside the Company's traditional service area and during 1997 signed wholesale energy and service contracts with publicly- or cooperatively-owned utilities in Arizona, California, Nevada, Washington and Idaho. On February 17, 1998, the Company announced it had joined the Allied Utility Network (AUN), a member-supported alliance that provides customer research, marketing and other support services to utilities. Through its relationship with AUN, the Company will initially develop the capability to offer retail customers new products and services. Other members of the alliance include Colorado Springs Utilities of Colorado Springs, Colo., Omaha Public Power District of Omaha, Neb. and Cobb Electric Membership Corporation of Atlanta, Ga. Collectively, the utilities serve approximately one million customers. Southwest Intertie Project (SWIP) - The Company has been investigating the feasibility of constructing and operating a new transmission line that could serve as a major path for regional transfers of power between the Northwest and desert Southwest. SWIP is a proposed 500-mile, 500- kV transmission line that would interconnect the Company's system with utilities in California and the Southwest. In December 1994, the US Bureau of Land Management (BLM) 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 intends to retain up to a 20 percent ownership in the 1,200 megawatt line. With changing market conditions, the Company is actively talking to customers and continues to evaluate the economic viability of the proposed line. The final development of SWIP may be impacted by regional efforts to form an Independent Grid Operator to eliminate market control and provide improved transmission access for all system users (see "Independent Grid Operator"). Transmission Services - The Company 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. On April 24, 1996, the FERC issued Order Nos. 888 and 889 dealing with Open-Access Non-Discriminatory Transmission Services by Public and Transmitting Utilities, and standards of conduct regarding these practices. These orders require public utilities owning transmission lines to file open-access tariffs available to buyers and sellers of wholesale electricity; to require utilities to use the tariffs for their own wholesale sales; and to 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. In November of 1995, the Company filed open-access tariffs with the FERC for Point-to Point and Network transmission service. The substance of these tariffs was to offer the same quality and character of transmission services that the Company uses in its own operations to anyone seeking them. The Company requested and received permission to implement these tariffs beginning February 1, 1996. 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 No. 888. This new filing did not include a rate change. On November 13, 1996, FERC issued an unconditional acceptance of the terms and conditions of this tariff. The rate was not subject to review. The Company's system lies between and is interconnected to the winter-peaking northern and summer-peaking southern regions of the western interconnected power system. This position is advantageous both in providing transmission service and reaching a broad power sales market. The Company is a member of both the Western Regional Transmission Association and the Northwest Regional Transmission Association. These associations help facilitate transmission access and planning throughout the power system. Independent Grid Operator - A group of twenty one Northwest and Rocky Mountain electric utilities, including Idaho Power had been working to create an independent transmission grid operator called "IndeGO". As envisioned, IndeGO would ensure non-discriminatory, open-access to electricity transmission facilities in compliance with recent FERC rulings. In 1996, the utilities signed a memorandum of understanding to investigate the feasibility of developing a regional transmission grid which would be operated by an entity independent of power market interests. As initially studied, IndeGO could control substantially all of the transmission facilities in eight western states. In November 1997, the group released a complete package of draft legal agreements and descriptive materials for formal public review with the intention of making a filing with FERC in 1998. However, due to concerns with timing, costs and the status of restructuring in Idaho, the Company has stated that it cannot support an IndeGO filing with FERC at this time and as currently structured. Subsequently, on March 4, 1998, seven Northwest investor owned utilities, including the Company, issued a joint statement concluding that it is not productive to devote further effort to IndeGO development at this time because of critical questions about electric restructuring and Bonneville Power Administration participation. Forecast Energy and Peak Demand - The following table shows how the Company expects to meet its forecast peak demand requirements through 2002 from system generation and contracted resources. Because of its reliance upon hydroelectric generation, which varies according to streamflows, the Company's generating system is more energy constrained than capacity limited. Seasonal exchanges of winter- for-summer power are included among the contracted resources to maximize the firm load carrying capability. Exchanges are currently made with The Montana Power Company under an extended contract that expires in 2000 and with Seattle City Light under an extended contract that expires in 2003. Summer Peak Capability (MW) (a) 1998 1999 2000 2001 2002 Generation capability 2,681 2,681 2,681 2,681 2,681 Less net peak load 2,593 2,650 2,704 2,751 2,803 Plus contract power 313 313 313 313 313 (b) Peak capability 401 344 290 243 191 margin Percent capability 15% 13% 11% 9% 7% margin (c) (a) Based upon median hydro conditions. (b) Sum of exchange and CSPP contracts. (c) Capability margin divided by the net peak load. During the 1998-2002 period, the Company plans to provide all the energy required to serve its firm load requirements by using its hydroelectric and coal-fired generating units and through purchases of power from neighboring utilities or marketing entities. CSPP Purchases - As a result of the enactment of the Public Utilities Regulatory Policy Act of 1978 (PURPA) and the adoption of avoided cost standards by the IPUC, the Company has entered into contracts for the purchase of energy from private developers. Because the Company's service territory encompasses substantial irrigation canal development, forest products production facilities, mountain streams, and food processing facilities, considerable amounts of energy are available from these sources. Such energy comes from hydro power producers who own and operate small plants and from cogenerators converting waste heat or steam from industrial processes into electricity. The estimated annualized cost for the 67 CSPP projects on-line as of December 31, 1997 is $58.0 million. During 1997, the Company purchased 935.3 million kilowatt-hours of power from these private developers at a blended price of 6.0 cents per kilowatt-hour. With the potential deregulation of the power supply function of the electric utility industry and a more competitive power supply marketplace, the Company believes that resource acquisition policies must avoid burdening the Company and its customers with unnecessary future power supply costs. In 1993, the Company requested, and in 1995 received approval, to lower published CSPP rates for new projects less than one MW. In addition, the IPUC determined that negotiated rates for future CSPP projects larger than one MW should be tied more closely to values determined in the Company's integrated resource planning process. In subsequent orders issued on September 4, 1996 and August 28, 1997, the IPUC further recognized the coming changes by limiting the length of new contracts to a maximum of five years (see "Rates"). Wholesale Power Sales - The Company has firm wholesale power sales contracts with several entities. These contracts are for various amounts of energy, ranging from 6 to 75 average megawatts, and are of various lengths expiring between 1998 and 2009. The Company is actively participating in the electricity trading markets and as a result, has increased significantly the number of counterparties with which wholesale sales are being transacted. The Company is actively marketing this power to other entities as it becomes available. FUEL The Company, through Idaho Energy Resources Co., owns a one-third interest in the Bridger Coal Company which owns the Jim Bridger coal mine supplying coal to the Jim Bridger generating plant in Wyoming. The mine, located near the Jim Bridger plant, operates under a long-term sales agreement and provides for delivery of coal over a 51-year period that began in 1974. The original contract of 41 years was extended for 10 years on January 1, 1996 (See Item 2 "Properties"). The Jim Bridger coal mine has sufficient reserves to provide coal deliveries pursuant to the sales agreement. The Company also has a coal supply contract providing for annual deliveries of coal through 2005 from the Black Butte Coal Company's Leucite Hills mine adjacent to the Jim Bridger project. This contract supplements the Bridger Coal Company deliveries and provides another coal supply to operate the Jim Bridger plant. The Jim Bridger plant's rail load-in facility and unit coal train allows the plant to take advantage of potentially lower-cost coal from outside mines for tonnage requirements above established contract minimums. Portland General Electric (PGE), with whom the Company is a 10 percent participant in the ownership and operation of the Boardman plant, has a flexible contract with AMAX Coal Company for delivery of low sulfur coal from its mines near Gillette, Wyoming, to Boardman Unit No. 1. Under this contract, PGE has the option to purchase 750,000 tons of coal annually through 1999. This agreement enables PGE and the Company to take advantage of lower cost spot market coal for some or all of the Boardman plant's requirements. SPPCo, with whom the Company is a joint (50/50) participant in the ownership and operation of the North Valmy Steam Electric Generating plant (Valmy plant), entered into a 22-year coal contract that began in July of 1981 with Southern Utah Fuel Company, a subsidiary of Canyon Fuel Co., LLC, for the delivery of up to 17.5 million tons of low-sulfur coal from a mine near Salina, Utah, for Valmy Unit No. 1. With the commercial operation of Valmy Unit No. 2 in May 1985, an additional coal source was needed to assure an adequate supply for both units at the Valmy plant. Accordingly, in 1986 the Company and SPPCo signed a long-term coal supply agreement with the Black Butte Coal Company. This contract provides for Black Butte to supply coal to the Valmy project under a flexible delivery schedule that allows for variations in the number of tons to be delivered ranging from a minimum of 300,000 tons per year to a maximum of 1,000,000 tons per year. This flexibility will accommodate fluctuations in energy demands, hydroelectric generating conditions and purchases of energy from CSPP facilities. WATER RIGHTS Except as discussed below, the Company has acquired valid water rights under applicable state law for all waters used in its hydroelectric generating facilities. In addition, the Company holds water rights for domestic, irrigation, commercial and other necessary purposes related to other land and facility holdings within the state. The exercise and use of all of these water rights are subject to prior rights and, with respect to certain hydroelectric facilities, the Company's water rights for power generation are subordinated to future upstream diversions of water for irrigation and other recognized consumptive uses. Over time, increased irrigation development and other consumptive diversions have resulted in some reduction in the stream flows available to fulfill the Company's water rights at certain hydroelectric generating facilities. In reaction to these reductions, the Company initiated and continues to pursue a course of action to determine and protect its water rights. As part of this process, the Company and the state of Idaho signed the Swan Falls agreement on October 25, 1984 which provided a level of protection for the Company's hydropower water rights at specified plants by setting minimum stream flows and establishing an administrative process governing the future development of water rights that may affect the Company's hydroelectric generation. In 1987, Congress passed and the President signed into law House Bill 519. This legislation permitted implementation of the Swan Falls agreement and further provided that during the remaining term of certain of the Company's project licenses that the relationship established by the agreement would not be considered by the FERC as being inconsistent with the terms of the Company's project licenses or imprudent for the purposes of determining rates under Section 205 of the Federal Power Act. The FERC entered an order implementing the legislation on March 25, 1988. In addition to providing for the protection of the Company's hydropower water rights, the Swan Falls agreement contemplated the initiation of a general adjudication of all water uses within the Snake River basin. In 1987, the director of the Idaho Department of Water Resources filed a petition in state district court asking that the court adjudicate all claims to water rights, whether based on state or federal law, within the Snake River basin. A commencement order initiating the Snake River Basin Adjudication was signed by the court on November 19, 1987. This legal proceeding was authorized by state statute based upon a determination by the Idaho Legislature that the effective management of the waters of the Snake River basin required a comprehensive determination of the nature, extent and priority of all water uses within the basin. The adjudication is expected to continue past the turn of the century. The Company has filed claims to its water rights within the basin and is actively participating in the adjudication to ensure that its water rights and the operation of its hydroelectric facilities are not adversely impacted. The Company does not anticipate any modification of its water rights as a result of the adjudication process. REGULATION The Company is under the regulatory jurisdiction (as to rates, service, accounting and other general matters of utility operation) of the FERC, the IPUC, the Oregon Public Utility Commission (OPUC) and the Public Service Commission of Nevada. The Company is also under the regulatory jurisdiction of the IPUC, OPUC and the Public Service Commission of Wyoming as to the issuance of securities. The Company is subject to the provisions of the Federal Power Act as a "licensee" and "public utility" as therein defined. The Company's retail rates are established under the jurisdiction of the state regulatory agencies and its wholesale and transmission rates are regulated by the FERC (See "Rates"). Pursuant to the requirements of Section 210 of the PURPA, the state regulatory agencies have each issued orders and rules regulating the Company's purchase of power from CSPP facilities. As a licensee under the Federal Power Act, the Company and its licensed hydroelectric projects are subject to the provisions of Part I of the Act. All licenses are subject to conditions set forth in the Act and related FERC regulations. These conditions and regulations include provisions relating to condemnation of a project upon payment of just compensation, amortization of project investment from excess project earnings, possible takeover of a project after expiration of its license upon payment of net investment, severance damages, and other matters. The state of Oregon has a Hydroelectric Act providing for licensing of hydroelectric projects in that state. The Company's Brownlee, Oxbow and Hells Canyon facilities are on the Snake River where it forms the boundary between Idaho and Oregon and occupy land located in both states. With respect to project property located in Oregon, these facilities are subject to the Oregon Hydroelectric Act. The Company has obtained Oregon licenses for these facilities and these licenses are not in conflict with the Federal Power Act or the Company's FERC license (see Item 2. "Properties"). ENVIRONMENTAL REGULATION Environmental controls at the federal, state, regional and local levels are having a continuing impact on the Company's operations due to the cost of installation and operation of equipment required for compliance with such controls and the modification of system operations to accommodate such regulation. Based upon present environmental laws and regulations, the Company estimates its capital expenditures (excluding allowance for funds used during construction) for environmental matters for 1998 and during the period 1999-2002 will total approximately $5.7 million and $31.6 million, respectively. Mitigation of environmental concerns due to relicensing of hydro facilities will be a major portion of these expenditures. The Company anticipates incurring approximately $23 million annually of operating expenses for environmental facilities during the period 1998-2002, based upon present environmental laws and regulation. Air - The Company has analyzed the Clean Air Act's legislation and its effects upon the Company and its rate payers. The Company's coal- fired plants in Nevada and Oregon already meet the federal emission rate standards for sulfur dioxide (SO2) and the Company's coal-fired plant in Wyoming meets that state's even more stringent SO2 regulations. The Company foresees no material adverse effects upon its operations with regard to SO2 emissions. On July 16, 1997, the EPA announced new National Ambient Air Quality Standards for ozone and Particulate Matter (PM). In addition to these standards, on July 17, 1997, the EPA proposed regional haze regulations for protection of visibility in national parks and wilderness areas. Impacts of the ozone and PM regulations and the proposed regional haze regulations on the Company's thermal operations are unknown at this time. Although not presently required to meet any federal nitrogen oxide (NOx) limits, North Valmy, Boardman, and Jim Bridger Unit 4 elected to meet Phase I NOx limits beginning in 1998. As a result of this voluntary "early election" these units will not be required to meet the more restrictive Phase II NOx limits until 2008. Had the units not voluntarily "early elected", they would have been required to meet the Phase II NOx limits beginning in 2000. Water - The Company has received National Pollutant Discharge Elimination System Permits, as required under the Federal Water Pollution Control Act Amendments of 1972, for the discharge of effluents from its hydroelectric generating plants. The state of Oregon Department of Environmental Quality determined that the flow of water over large dams on the Columbia and Snake Rivers could result in the super saturating of the water with dissolved nitrogen possibly resulting in damage to the fish population. The Company has obtained a permit from the Oregon Department of Environmental Quality to operate the Brownlee, Oxbow and Hells Canyon Dams in accordance with the water quality program of the state of Oregon. The Company has agreed to meet certain dissolved oxygen standards at its American Falls hydroelectric generating plant. The Company signed amendments to the agreements relating to the operation of the American Falls Dam and the location of water quality monitoring facilities to provide more accurate and reliable water quality measurements necessary to maintain water quality standards downstream from the Company's plant during the May 15 to October 15 period each year. The Company has installed aeration equipment, water quality monitors and data processing equipment as part of the Cascade hydroelectric project to provide accurate water quality data and increase dissolved oxygen levels as necessary to maintain water quality standards on the Payette River. The Company has also installed and operates water quality monitors at the Milner and Twin Falls hydroelectric projects, in order to meet compliance standards for water quality. The Company owns and finances the operation of anadromous fish hatcheries and related facilities to mitigate the effects of its hydroelectric dams on fish populations. In connection with its fish facilities, the Company sponsors ongoing programs for the control of fish disease and improvement of fish production. The Company's anadromous fish facilities at Hells Canyon, Oxbow, Rapid River, Pahsimeroi and Niagara Springs continue to be operated under agreements with the Idaho Department of Fish and Game. At December 31, 1997, the investment in these facilities was $12.2 million and the annual cost of operation pursuant to FERC License 1971 was approximately $2.4 million annually. Endangered Species - Several species of salmon and Snake River mollusks living within the Company's operating area are listed as threatened or endangered. The Company continues to review and analyze the effect such designation has on its operations. The Company is cooperating with various governmental agencies to resolve issues related to these species. (See Part II, Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operation - Environmental Issues".) Hazardous/Toxic Wastes and Substances - Under the Toxic Substances Control Act (TSCA), the Environmental Protection Agency (EPA) has adopted regulations governing the use, storage, inspection and disposal of electrical equipment that contain polychlorinated biphenyls (PCBs). The regulations permit the continued use and servicing of certain electrical equipment (including transformers and capacitors) that contain PCBs. The Company continues to meet all federal requirements of TSCA for the continued use of equipment containing PCBs. The Company has a program to make the 200-plus substations on its system non-PCB. While the Company's use of equipment containing PCBs falls well within the federal standards, the Company has voluntarily decided to virtually eliminate these compounds from its substation sites. This program will save costs associated with the long-term monitoring and testing of substation equipment and grounds for PCB contamination as well as being good for the environment today. Total Company costs for the disposal of PCBs from the Company's system were $0.4 million, $0.9 million and $1.0 million for 1995, 1996 and 1997 respectively. The Company anticipates that all of its generating facilities and substations, except for capacitors, will be non-PCB by the end of 1998. RATES Idaho Jurisdiction Since 1993 the Company has had a Power Cost Adjustment (PCA) mechanism in place in its Idaho jurisdiction. The PCA provides for annual adjustments to the rates charged to Idaho retail customers. These adjustments are based on a comparison of forecasted net power supply costs to power supply costs allowed in the Company's base rates. The 1997-1998 forecast assumed above-average hydroelectric generating conditions. This resulted in forecasted power supply costs and retail rates being lower than the base amounts established in past regulatory proceedings. The Company's May 1997 PCA adjustment, combined with the revenue sharing mechanism described below, decreased rates 0.63%. Revenue from Idaho retail customers will be $20.2 million less than what would be recovered if the Company was charging the base rates during this rate period. The May 1996 PCA adjustment decreased Idaho jurisdictional PCA rates 5.9%. In the current rate period, actual power costs have exceeded the forecast. The Company has recorded a regulatory asset of, and decreased expenses by, $12.8 million as of December 31, 1997. The variance that exists at the end of the current rate period will be trued-up in the next annual PCA adjustment. In December 1993, the Company filed with the IPUC for permission to approve lower published prices for new CSPP contracts. In response to the Company's filing, the IPUC issued an order on January 31, 1995, approving lower published CSPP rates for new projects. In addition, the IPUC determined that negotiated rates for future CSPP projects larger than one MW should be tied more closely to values determined in the Company's integrated resource planning process. In a subsequent order issued on September 4, 1996, the IPUC further recognized the coming changes by limiting the contract term which a new CSPP project larger than one MW could request to a maximum of five years. On August 3, 1995, Idaho Power filed a proposal with the IPUC to support the Company's organizational redesign. In response to the Company's proposal, the IPUC approved a Settlement that authorizes the Company to defer and amortize costs related to reorganization in return for a general rate freeze through the end of 1999. The settlement gives the Company time to pursue and to implement its efficiency and growth initiatives with the assurance of a reasonable level of financial performance without the need to change customer prices. Under the Settlement, which remains in effect through 1999, when the Company's actual earnings in a given year exceed an 11.75 percent return on year-end common equity for the Idaho jurisdiction, the Company will share 50 percent of the excess with its Idaho retail customers. In 1997 the Company set aside approximately $8.7 million for the benefit of its Idaho customers. In 1996 the Company set aside approximately $4.9 million, $1.4 million of which was retained from refunding and applied against the regulatory asset balance of Idaho demand-side conservation management expenditures. In addition, the Settlement allows 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 Company has received approval from the Idaho State Tax Commission and the Internal Revenue Service on the accounting treatment for the tax credits up to a maximum of $30 million of ADITC's. As of December 31, 1997, no ADITCs have been used under the regulatory agreement. Other important points in the Settlement are that the Company will not be allowed to increase its Idaho general rates prior to January 1, 2000, except under special conditions as defined in the Settlement, and that the Company agrees that its quality of service will not decline as a result of corporate reorganization. Other Jurisdictions - In 1997, the Company did not file any applications for rate relief before the FERC or in its Oregon or Nevada retail jurisdictions. In July 1996, the Company filed an open-access tariff with the FERC, in compliance with Order 888. The terms and conditions of the tariff were approved for use beginning in 1997 (see "Transmission Services"). CONSTRUCTION PROGRAM The Company's construction program for the 1998-2002 period (excluding allowances for funds used during construction) is presently estimated to require cash funds of approximately $490.0 million as follows: 1998 1999-2002 (a) (Millions of Dollars) Generating Facilities: Hydro $11.1 $71.0 Thermal 8.3 23.0 Total generating facilities 19.4 94.0 Transmission lines and 13.4 77.4 substations Distribution lines and 44.1 176.2 substations General 23.1 42.4 Total cash construction 100.0 390.0 AFUDC 1.0 8.1 Total construction $101.0 $398.1 including AFUDC (b) (a) Escalation rates were not applied to construction expenditures because the level of expenditures has been capped. (b) Does not include Ida-West equity investment in construction as Ida-West develops its construction as a participant in joint ventures which are not a part of the consolidated entity. The Company has no nuclear involvement and its future construction plans do not include development of any nuclear generation. The Company is looking at various options that may be available to meet the future energy requirements of its customers including: (1) efficiency improvements on the Company's generation, transmission and distribution systems and (2) purchased power and exchange agreements with other utilities or other power suppliers. The Company will pursue the projects that best meet its future energy needs. FINANCING PROGRAM The Company's five-year estimate of capital requirements and sources of capital is $484.9 million outlined as follows: 1998 1999-2002 (Millions of Dollars) Capital Requirements: Net cash construction $100.0 $390.0 expenditures Conservation expenditures 3.0 3.1 Other cash expenditures .5 (11.7) Total $103.5 $381.4 Sources of Capital: Internal generation $87.8 $414.4 Short-term bank loans - Net (6.9) 13.6 First mortgage bonds 19.5 (45.7) Debt repayment (0.1) (0.3) Common stock - - Cash investments (increase) 3.2 (0.6) Total (a) $103.5 $381.4 (a) Does not include subsidiary financings. These estimates are subject to constant revision in light of changing economic, regulatory and environmental factors and patterns of conservation. Any additional securities to be sold will depend upon market conditions and other factors, but it is the Company's objective to maintain capitalization ratios of approximately 45 percent common equity, 5 to 10 percent preferred stock and the balance long-term debt. The Company will continue to take advantage of any refinancing opportunities as they become available. Under the terms of the Indenture relating to the Company's First Mortgage Bonds, net earnings must be at least two times the annual interest on all bonds and other equal or senior debt. For the twelve months ended December 31, 1997, net earnings were 6.56 times. Additional preferred stock may be issued when earnings for twelve consecutive months within the preceding fifteen months are at least equal to l.5 times (until December 31, 2000, at which time the issuance ratio will increase to 1.75 times) the aggregate annual interest requirements on all debt securities and dividend requirements on preferred stock. At December 31, 1997, the actual preferred dividend earnings coverage was 3.03 times. If the dividends on the shares of Auction Preferred Stock were to reach the maximum allowed, the preferred dividend earnings coverage would be 2.78 times. The Indenture and the Company's Restated Articles of Incorporation are exhibits to the Form 10-K and reference is made to them for a full and complete statement of their provisions. ITEM 2. PROPERTIES The Company's system includes 17 hydroelectric generating plants located in southern Idaho and eastern Oregon (detailed below) and an interest in three coal-fired steam electric generating plants. The system also includes approximately 4,644 miles of high voltage transmission lines; 21 step-up transmission substations located at power plants; 17 transmission substations; 7 transmission switching stations; and 200 energized distribution substations (excludes mobile substations and dispatch centers). The Company holds licenses under the Federal Power Act for 13 hydroelectric projects from the FERC. These and the other generating stations and their capacities are listed below: Maximum Non-Coincident Operating Nameplate License Project Capacity kW Capacity kW Expiration Properties Subject to Federal Licenses: Lower Salmon 70,000 60,000 1997(a) Bliss 80,000 75,000 1998 Upper Salmon 39,000 34,500 1998 Shoshone Falls 12,500 12,500 1999 C J Strike 89,000 82,800 2000 Upper Malad 9,000 8,270 2004 Lower Malad 15,000 13,500 2004 Brownlee-Oxbow-Hells 1,398,000 1,166,900 2005 Canyon Swan Falls 25,547 25,000 2010 American Falls 112,420 92,340 2025 Cascade 14,000 12,420 2031 Milner 59,448 59,448 2038 Twin Falls 54,300 52,737 2041 Other Generating Plants: Other Hydroelectric 10,400 11,300 Jim Bridger (Coal-Fired 698,333 699,104 Station) Valmy (Coal-Fired 260,650 260,650 Station) Boardman (Coal-Fired 53,000 56,050 Station) (a)Renewed on a year-to-year basis; application for relicense pending. At December 31, 1997, the composite average ages of the principal parts of the Company's system, based on dollar investment, were: production plant, 17.9 years; transmission system and substations, 18.4 years; and distribution lines and substations, 14.3 years. The Company considers its properties to be well maintained and in good operating condition. The Company owns in fee all of its principal plants and other important units of real property, except for portions of certain projects licensed under the Federal Power Act and reservoirs and other easements, subject to the lien of its Mortgage and Deed of Trust and the provisions of its project licenses, and to minor defects common to properties of such size and character that do not materially impair the value to, or the use by, the Company of such properties. As a result of various federal legislative actions and proposals (such as the Electric Consumers Protection Act of 1986, Energy Policy Act of 1992, Clean Water Act Reauthorization and Endangered Species Act Reauthorization), a major issue facing the Company is the relicensing of its hydro facilities. The relicensing of these projects is not automatic under federal law. The Company must demonstrate comprehensive usage of the facilities, that it has been a conscientious steward of the natural resource entrusted to it and that there is a strong public interest in the Company continuing to hold the federal licenses. Idaho Power is actively pursuing the relicensing of its hydroelectric projects, a process that will continue for the next 10 to 15 years. The Company submitted its first applications for license renewal to the FERC in December 1995, seeking renewal of the Company's licenses for its Bliss, Upper Salmon Falls and Lower Salmon Falls Hydroelectric Projects. In May 1997 the Company submitted its application for its Shoshone Falls project. The Company is also in the process of submitting a draft application for license renewal for its C J Strike Hydroelectric Project. Although various federal requirements and issues must be resolved through the licensing renewing process, the Company anticipates that its efforts will be successful. At this point, however, the Company cannot predict what type of environmental or operational requirements it may face, nor can it estimate the eventual cost of licensing renewal. Idaho Energy Resources Co. owns a one-third interest in certain coal leases near the Jim Bridger generating plant in Wyoming from which coal is mined and supplied to the plant. Ida-West holds investments in thirteen operating hydroelectric plants with a total generating capacity of 72 MW. ITEM 3. LEGAL PROCEEDINGS On November 30, 1995, a complaint entitled Idaho Power Company vs. Cogeneration, Inc., Case No. 98467, was filed by the Company in the District Court of the Fourth Judicial District of the State of Idaho. The proceeding involves an effort by the Company to terminate a firm energy sales agreement (FESA) for a small hydroelectric generating plant. As required by PURPA and the orders of the Idaho Public Utilities Commission (IPUC), on January 7, 1992, the Company entered into a 35-year FESA with Cogeneration, Inc., to purchase the output of a 43-megawatt hydroelectric generating project known as the Auger Falls Project. The FESA for the Auger Falls Project was approved by the IPUC on January 27, 1992. The FESA required that on or before January 1, 1994, Cogeneration, Inc., post cash or cash equivalent security in the amount of approximately $1.9 million to assure performance of the FESA. Cogeneration, Inc., failed to provide the security amount. Consistent with the FESA, the Company filed a petition for declaratory order with the IPUC requesting that the FESA be terminated as a result of Cogeneration, Inc.'s breach. Cogeneration, Inc., cross petitioned claiming that its failure to perform was excused by the occurrence of an event of force majeure. On April 17, 1995, the IPUC issued its order finding that Cogeneration, Inc.'s failure to post the cash security on January 1, 1994, was a default under the FESA and further finding that the posting of the liquid security was required by the public interest. Based upon those findings, the IPUC ordered Cogeneration, Inc., to post the cash security prior to May 1, 1995. Cogeneration, Inc., failed to comply with the Commission's order and has never posted the $1.9 million amount required by the FESA. After the IPUC's order became final and non-appealable, the Company filed a complaint for declaratory relief in the District Court of the Fourth Judicial District. The Complaint sought a determination by the district court that Cogeneration, Inc.'s failure to provide the cash security and its violation of the IPUC's orders requiring that it expeditiously provide the cash security constituted material breaches of the FESA. The Company asked the district court to find that as a matter of law Idaho Power was entitled to either terminate or rescind the FESA. In response to the Company's complaint, Cogeneration, Inc., filed counterclaims alleging that the Company, by seeking to terminate the FESA, had breached the FESA and was attempting to monopolize the electric generation market and drive Cogeneration, Inc., out of business. Cogeneration, Inc., alleged damages for breach in excess of $50 million and requested that any damages be trebled under the anti-trust laws. On November 30, 1995, the district judge, by memorandum decision found that Cogeneration, Inc., had materially breached the FESA and the Company was entitled to either rescind or terminate the FESA. On February 16, 1996, Cogeneration, Inc., dismissed its anti- trust claims against the Company with prejudice, and on February 23, 1996, the Idaho Supreme Court granted Cogeneration, Inc.'s request for an expedited appeal of the district court's decision establishing an accelerated briefing schedule and scheduling oral argument for May 10, 1996. On August 12, 1996, the Idaho Supreme Court determined that the District Court's decision that Cogeneration, Inc., had breached the FESA was premature. On February 10, 1997, Cogeneration, Inc. filed an amended Complaint restating its previous claims, requesting a jury trial rather than the court trial it had previously requested and raising several new allegations and claims. This case is scheduled for a trial by Judge alone commencing April 6, 1998. While the outcome of litigation is never certain, Idaho Power believes that Cogeneration, Inc.'s counterclaims are without merit. This matter has been previously reported in Form 10-K dated March 13, 1997 and other reports filed with the Commission. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None EXECUTIVE OFFICERS OF THE REGISTRANT The names, ages and positions of all of the executive officers of the Company are listed below along with their business experience during the past five years. Officers are elected annually by the Board of Directors. There are no family relationships among these officers, nor any arrangement or understanding between any officer and any other person pursuant to which the officer was elected. Name, Age and Position Business Experience During Past Five (5) Years J. W. Marshall, 59 Appointed August 18, 1989. Chairman of the Board and Chief Executive Officer J. B. Packwood, 54 Appointed September 1, 1997. Mr. President and Chief Packwood was Executive Vice President Operating Officer from July 11, 1996 to September 1, 1997. Mr. Packwood was Vice President-Power Supply prior to July 11, 1996. J. LaMont Keen, 45 Appointed March 14, 1996. Mr. Keen Vice President, Chief was Vice President and Chief Financial Officer and Financial Officer prior to March 14, Treasurer 1996. Douglas H. Jackson, 61 Appointed August 1, 1997. Mr. Vice President - Jackson was Vice President-Delivery Corporate Affairs prior to August 1, 1997. Name, Age and Position Business Experience During Past Five (5) Years James C. Miller, 43 Appointed July 10, 1997. Mr. Miller Vice President - was General Manager of Power Supply Generation from September 1, 1996 to July 10, 1997, and General Manager of Power Delivery from July 29, 1995 to September 1, 1996. Mr. Miller was Manager of System Operations prior to July 29, 1995. C. N. Olson, 48 Appointed July 11, 1991. Vice President - Corporate Services Richard Riazzi, 43 Appointed January 9, 1997. Mr. Vice President - Riazzi was Vice President, Corporate Marketing and Sales Marketing (1995-1996) and was Vice President of the Energy Group (1991- 1995) for Equitable Resources, Inc. Kip W. Runyan, 47 Appointed August 1, 1997. Mr. Runyan Vice President - Delivery was President and Chief Executive Officer for Ida-West Energy Company prior to August 1, 1997. Robert W. Stahman, 53 Appointed July 13, 1989. Vice President, General Counsel and Secretary PART II ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS The Company has paid cash dividends on its common stock in each year since 1918. For the years of 1995, 1996 and 1997, cash dividends per share of common stock were $1.86. At the July 1997 meeting, the Board of Directors voted to maintain the annual common dividend at $1.86 per share. It is the intention of the Board of Directors to continue to pay dividends quarterly on the common stock, but such dividends in the future will depend on earnings, cash requirements of the Company, and other factors. The Company's common stock is listed on the New York and Pacific Stock Exchanges. The following table indicates the reported high and low sales price of the Company's common stock for the years 1996 and 1997, as reported by The Wall Street Journal as composite tape transactions. The Company's year-end common stock price was $37 5/8 per share and the number of stockholders of record at December 31, 1997, was 27,019. 1997 Quarters Common Stock, $2.50 par 1st 2nd 3rd 4th value: High $31 7/8 $31 1/2 $32 13/16 $37 3/4 Low 29 3/4 28 1/2 31 30 5/16 Dividends paid per share (cents) 46.5 46.5 46.5 46.5 ______________________________ 1996 Quarters Common Stock, $2.50 par 1st 2nd 3rd 4th value: High $31 1/4 $31 1/8 $34 1/4 $32 Low 27 1/4 27 5/8 29 3/4 29 7/8 Dividends paid per share (cents) 46.5 46.5 46.5 46.5 ITEM 6. SELECTED FINANCIAL DATA SUMMARY OF OPERATIONS 1997 1996 1995 (Thousands of Dollars) Revenues: General business $ 480,458 $ 484,145 $ 461,594 Off system sales 243,874 70,222 57,418 Other revenues 24,171 24,078 26,609 Total revenues 748,503 578,445 545,621 Expenses: Purchased power 219,200 69,038 54,586 Fuel expense 71,271 63,334 54,691 Other operation and 180,148 168,539 169,959 maintenance Depreciation 71,973 69,705 67,415 Taxes other than 21,162 20,658 22,979 income taxes Total expenses 563,754 391,274 369,630 Income from operations 184,749 187,171 175,991 Other income and (14,255) (12,534) (14,356) deductions - Net Interest charges - Net 60,258 56,995 55,014 Income taxes 46,472 52,092 48,412 Cumulative effect of - - - accruing unbilled revenues Net Income 92,274 90,618 86,921 Dividends on preferred 5,176 7,463 7,991 stocks Earnings on common stock 87,098 83,155 78,930 Dividends on common 69,887 69,924 69,941 stock Net change to retained $ 17,211 $ 13,231 $ 8,989 earnings CAPITALIZATION (000 omitted) % % % First mortgage bonds $ 527,000} $ 527,000} $ 470,000} Other long-term debt 176,684 46 211,550 48 202,618 45 Preferred stock 106,697 7 106,975 7 132,181 9 Common stock (incl. 452,519} 452,486} 452,948} prem. & exp.) Retained earnings 259,299 47 242,088 45 229,827 46 Total capitalization $1,522,199 100 $1,540,099 100 $1,487,574 100 Short-term borrowings outstanding $ 57,516 $ 54,016 $ 53,020 FINANCIAL STATISTICS Income from operations as a percent of 24.7 % 32.4 % 32.3 % total revenues Times interest charges earned: Before tax 3.28 3.49 3.40 After tax 2.52 2.58 2.54 Market-to-book ratio 199 % 169 % 165 % Payout ratio 80 % 84 % 89 % Return on year-end 12.24 % 11.97 % 11.56 % common equity Common stock data: Earnings per average share outstanding $ 2.32 $ 2.21 $ 2.10 Dividends declared per share $ 1.86 $ 1.86 $ 1.86 Book value per share $ 18.93 $ 18.47 $ 18.15 Average shares 37,612 37,612 37,612 outstanding (000 omitted) Common shareowners 27,019 29,333 30,795 *Includes cumulative effect of accounting change CUSTOMER DATA General business data: Energy sales - kwh 13,240 13,035 11,983 (000,000 omitted) Number of customers 363,085 352,487 340,708 Residential customer data: Number of customers 300,714 292,145 282,797 Average kwh use per 13,665 13,828 13,475 customer Average rate per kwh (cents) 4.96 5.07 5.16 OTHER STATISTICS Total assets (000 omitted) $2,405,432 $2,295,337 $2,241,753 Gross plant additions $ 96,762 $ 94,120 $ 87,297 (000 omitted) Number of employees 1,615 1,565 1,522 (full-time) SUMMARY OF OPERATIONS 1994 1993 1992 (Thousands of Dollars) Revenues: General business $ 457,354 $ 428,658 $ 431,818 Off system sales 59,923 86,525 42,000 Other revenues 26,381 25,219 24,274 Total revenues 543,658 540,402 498,092 Expenses: Purchased power 60,216 45,361 58,496 Fuel expense 94,888 87,855 96,710 Other operation and 154,742 164,388 137,547 maintenance Depreciation 60,202 58,724 59,823 Taxes other than 23,945 22,129 20,562 income taxes Total expenses 393,993 378,457 373,138 Income from operations 149,665 161,945 124,954 Other income and (12,160) (12,984) (11,133) deductions - Net Interest charges - Net 52,652 53,991 52,935 Income taxes 34,243 36,474 23,162 Cumulative effect of - - - accruing unbilled revenues Net Income 74,930 84,464 59,990 Dividends on preferred 7,398 6,009 5,516 stocks Earnings on common stock 67,532 78,455 54,474 Dividends on common 69,594 67,959 65,043 stock Net change to retained earnings $ (2,062) $ 10,496 $ (10,569) CAPITALIZATION (000 % % % omitted) First mortgage bonds $ 490,000} $ 490,000} $ 485,000} Other long-term debt $ 203,206 46 203,780 47 216,948 49 Preferred stock 132,456 9 132,751 9 107,874 7 Common stock (incl. 452,962} 439,467} 412,988} prem. & exp.) Retained earnings 220,838 45 222,900 44 212,404 44 Total capitalization $1,499,462 100 $1,488,898 100 $1,435,224 100 Short-term borrowings outstanding $ 55,000 $ 4,000 $ 6,000 FINANCIAL STATISTICS Income from operations as a percent of 27.5 % 30.0 % 25.1 % total revenues Times interest charges earned: Before tax 3.01 3.14 2.50 After tax 2.38 2.50 2.08 Market-to-book ratio 131 % 170 % 159 % Payout ratio 103 % 87 % 120 % Return on year-end 10.02 % 11.84 % 8.71 % common equity Common stock data: Earnings per average share outstanding $ 1.80 $ 2.14 $ 1.55 Dividends declared per share $ 1.86 $ 1.86 $ 1.86 Book value per share $ 17.91 $ 17.86 $ $17.28 Average shares 37,499 36,675 35,116 outstanding (000 omitted) Common shareowners 26,209 26,870 27,834 *Includes cumulative effect of accounting change CUSTOMER DATA General business data: Energy sales - kwh 12,194 11,406 11,606 (000,000 omitted) Number of customers 330,308 317,772 307,567 Residential customer data: Number of customers 274,187 263,682 255,022 Average kwh use per 14,159 14,587 13,856 customer Average rate per kwh (cents) 4.83 4.82 4.80 OTHER STATISTICS Total assets (000 omitted) $2,191,816 $2,097,417 $1,862,307 Gross plant additions $ 107,667 $ 116,972 $ 118,920 (000 omitted) Number of employees 1,609 1,654 1,638 (full-time) SUMMARY OF OPERATIONS 1991 1990 1989 (Thousands of Dollars) Revenues: General business $ 409,454 $ 401,350 $ 397,974 Off system sales 52,563 44,368 70,749 Other revenues 21,176 19,217 27,438 Total revenues 483,193 464,935 496,161 Expenses: Purchased power 51,210 43,923 43,845 Fuel expense 75,161 77,606 77,127 Other operation and 151,593 134,126 132,114 maintenance Depreciation 57,597 55,114 53,092 Taxes other than 21,168 20,752 20,213 income taxes Total expenses 356,729 331,521 326,391 Income from operations 126,464 133,414 169,770 Other income and (9,453) (11,666) (10,005) deductions - Net Interest charges - Net 56,901 52,605 52,997 Income taxes 21,144 23,234 42,041 Cumulative effect of - - - accruing unbilled revenues Net Income 57,872 69,241 84,737 Dividends on preferred 4,904 4,279 4,285 stocks Earnings on common stock 52,968 64,962 80,452 Dividends on common 63,197 63,197 62,177 stock Net change to retained $ (10,229) $ 1,765 $ 18,275 earnings CAPITALIZATION (000 % % % omitted) First mortgage bonds $ 435,000} $ 367,500} $ 377,000} Other long-term debt 194,981 48 194,159 46 165,551 47 Preferred stock 108,191 8 58,761 5 58,923 5 Common stock (incl. 356,824} 358,078} 357,986} prem. & exp.) Retained earnings 222,973 44 233,241 49 231,476 48 Total capitalization $1,317,969 100 $1,211,739 100 $1,190,936 100 Short-term borrowings outstanding $ 48,500 $ 48,280 $ 31,000 FINANCIAL STATISTICS Income from operations as a percent of 26.2 % 28.7 % 34.2 % total revenues Times interest charges earned: Before tax 2.34 2.72 3.30 After tax 1.98 2.29 2.53 Market-to-book ratio 168 % 148 % 169 % Payout ratio 119 % 97 % 77 % Return on year-end 9.14 % 10.99 % 13.65 % common equity Common stock data: Earnings per average share outstanding $ 1.56 $ 1.91 $ 2.37 Dividends declared per share $ 1.86 $ 1.86 $ 1.83 Book value per share $ 17.07 $ 17.40 $ 17.35 Average shares 33,977 33,977 33,977 outstanding (000 omitted) Common shareowners 28,069 29,080 30,291 *Includes cumulative effect of accounting change CUSTOMER DATA General business data: Energy sales - kwh 11,266 11,086 11,069 (000,000 omitted) Number of customers 297,808 291,800 284,363 Residential customer data: Number of customers 246,689 241,790 236,008 Average kwh use per 14,845 14,281 14,923 customer Ave rate per kwh (cents) 4.72 4.73 4.69 OTHER STATISTICS Total assets (000 omitted) $1,773,674 $1,680,110 $1,625,120 Gross plant additions (000 omitted) $ 135,904 $ 80,117 $ 62,094 Number of employees 1,626 1,574 1,528 (full-time) SUMMARY OF OPERATIONS 1988 1987 (Thousands of Dollars) Revenues: General business $ 362,050 $ 343,899 Off system sales 32,175 35,447 Other revenues 18,096 15,251 Total revenues 412,321 394,597 Expenses: Purchased power 43,723 30,234 Fuel expense 74,528 65,934 Other operation and 116,230 114,235 maintenance Depreciation 51,691 50,929 Taxes other than 19,301 19,072 income taxes Total expenses 305,473 280,404 Income from operations 106,848 114,193 Other income and (6,552) (13,115) deductions - Net Interest charges - Net 50,762 51,843 Income taxes 13,558 27,246 Cumulative effect of - (11,302) accruing unbilled revenues Net Income 49,080 59,521 Dividends on preferred 4,293 4,298 stocks Earnings on common stock 44,787 55,223 Dividends on common 61,159 61,159 stock Net change to retained $ (16,372) $ (5,936) earnings CAPITALIZATION (000 omitted) % % First mortgage bonds $ 392,000} $ 407,000} Other long-term debt 164,426 47 160,003 47 Preferred stock 59,126 5 59,238 5 Common stock (incl. 357,866} 357,977} prem. & exp.) Retained earnings 213,201 48 229,573 48 Total $1,186,619 100 $1,213,611 100 capitalization Short-term borrowings outstanding $ 37,000 $ 4,000 FINANCIAL STATISTICS Income from operations as a percent of 25.9 % 28.9 % total revenues Times interest charges earned: Before tax 2.18 2.76 * After tax 1.93 2.10 * Market-to-book ratio 138 % 127 % Payout ratio 137 % 111 % Return on year-end 7.84 % 9.40 % common equity Common stock data: Earnings per average share outstanding $ 1.32 $ 1.63* Dividends declared per share $ 1.80 $ 1.80 Book value per share $ 16.81 $ 17.29 Average shares 33,977 33,977 outstanding (000 omitted) Common shareowners 32,225 33,733 *Includes cumulative effect of accounting change CUSTOMER DATA General business data: Energy sales - kwh 10,563 10,175 (000,000 omitted) Number of customers 279,529 276,249 Residential customer data: Number of customers 232,650 230,486 Average kwh use per 14,364 13,785 customer Ave rate per kwh (cents) 4.47 4.34 OTHER STATISTICS Total assets (000 omitted) $1,608,935 $1,602,311 Gross plant additions $ 64,358 $ 38,929 (000 omitted) Number of employees 1,500 1,521 (full-time) ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Idaho Power Company's consolidated financial statements represent the Company and its wholly-owned or controlled subsidiaries. This discussion uses the terms Idaho Power and the Company interchangeably to refer to Idaho Power Company and its subsidiaries. FORWARD-LOOKING INFORMATION Certain matters discussed in this report are "forward-looking statements" intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. Such statements address future plans, objectives, expectations, and events or conditions concerning various matters such as capital expenditures, earnings, litigation, rate and other regulatory matters, liquidity and capital resources, and accounting matters. Actual results in each case could differ materially from those currently anticipated in such statements, by reason of factors such as electric utility restructuring, including ongoing state and federal activities; future economic conditions; legislation; regulation; competition; and other circumstances affecting anticipated rates, revenues and costs. RESULTS OF OPERATIONS Overview - A number of factors have contributed to the increase in earnings per share over the last three years, including improved hydroelectric generating conditions, a strong service territory economy, continued strong customer growth, resolution of rate cases, regulatory settlements and improved subsidiary operating results. Idaho Power's service territory experienced above average water years from 1995-1997. Hydro generation was 69 percent of total Company generation in 1997 and 1996, and 67 percent in 1995, compared to the historical average of 62 percent. Idaho's economy, especially in the Company's service territory, continued its strong performance over the last three years. Idaho's non-agricultural employment growth for the twelve months ended November 1997 was 1.9 percent; annual growth rates in 1996 and 1995 were 3.1 percent and 3.2 percent, respectively. Within the Boise Metropolitan Statistical Area, the heart of Idaho Power's service territory, non-agricultural employment increased 4.0 percent for the twelve months ended November 1997, 4.0 percent in 1996 and 5.1 percent in 1995. General business customer growth continued in 1997, with a 3.0 percent increase, compared with a 3.5 percent increase in 1996. This growth is attributable to strong overall economic conditions in the Company's service territory. Operating revenues increased $170.1 million in 1997, due primarily to increased trading in the electricity market, and $32.8 million in 1996, due primarily to customer growth and weather conditions in the Company's service territory. The Company set aside approximately $8.7 million in 1997 and $4.9 million in 1996 for the benefit of its Idaho customers. The provision for refund reduced reported earnings per share by approximately $0.14 in 1997 and $0.08 in 1996 (See "Regulatory Issues - Regulatory Settlement"). Total operating expenses increased $172.5 million in 1997, due primarily to increased trading in wholesale electricity markets, and $21.6 million in 1996, due primarily to increased purchased power and fuel expenses resulting from increased sales. Income taxes decreased $5.6 million in 1997, due primarily to an increase in tax credits earned from increasing investments in affordable housing projects. Earnings per share of common stock in 1997 were $2.32, up from $2.21 earned in 1996 and $2.10 earned in 1995. The 1997 earnings equate to a 12.2 percent earned return on year-end common equity, as compared to the 12.0 percent earned in 1996 and the 11.6 percent earned in 1995. At December 31, 1997, the book value per share of common stock was $18.93, compared to $18.47 at December 31, 1996 and $18.15 at December 31, 1995. General Business Revenue - General business revenue is dependent on a number of factors, including the number of customers, rate adjustments, and weather patterns. The 0.8 percent decrease in general business revenue in 1997 is due primarily to a rate decrease, more moderate temperatures and increased precipitation, which reduced average irrigation customer energy sales by 8.2 percent and average residential customer energy sales by 1.2 percent. Precipitation increased 37.1 percent during the 1997 growing season, compared to 1996, and heating and cooling degree days, a common measure used in the electric utility industry to analyze usage, decreased by 3.3 percent in 1997. These factors were partially offset by a 3.0 percent increase in the number of general business customers. The 4.9 percent increase in general business revenue in 1996 is due to a 5.3 percent increase in average energy sales per customer and a 3.5 percent increase in the number of customers, offset by decreases in customer rates. Usage per customer was influenced by more extreme temperatures and decreased precipitation. Heating and cooling degree days increased 6.5 percent over 1995 and precipitation during the growing season decreased 17.1 percent. Off-System Sales - Off-system sales increased $173.7 million in 1997 and $12.8 million in 1996. The increases in off-system revenue are due primarily to increases in MWH sales, of approximately 200 percent in 1997 and 48 percent in 1996. This volume growth reflects significant increases in trading in the wholesale electricity markets. Off-system sales are comprised of trading in the wholesale electricity markets, firm sales (long-term contracts), and opportunity sales made on a when-available basis. The volume and price of these latter sales depend on the Company's firm energy demand, hydroelectric generating conditions in its service territory, and market conditions throughout the western United States. Expenses - Purchased power expense increased $150.2 million in 1997 and $14.5 million in 1996 due primarily to increases in MWHs purchased in the electricity trading markets. Total MWHs of purchased power increased 213 percent in 1997 and 41 percent in 1996. These increases reflect the Company's increased trading in the wholesale electricity markets and the availability of low cost energy resulting from the abundance of hydro generation in the West. Fuel expense increased by $7.9 million in 1997 and $8.6 million in 1996 due primarily to increased generation at the Company's coal-fired plants to take advantage of off-system sales opportunities. Total generation at the coal-fired plants was approximately 5.4 million MWHs in 1997, 4.8 million MWH in 1996 and 4.6 million MWHs in 1995. In 1997, the change in the PCA was minimal, but in 1996, the PCA was down $14.1 million, compared to 1995. The PCA mechanism reduces expenses when power supply costs are above forecast, and increases expenses when power supply costs are below forecast (see "Regulatory Issues - Power Cost Adjustment"). The increases in other operation expenses in 1997 and 1996 were due primarily to increased payroll and benefits, and changes in operations due to water conditions. Maintenance expenses increased $6.0 million in 1997 and $6.8 million in 1996. The 1997 increase is due to extensive maintenance at the Company's Valmy generation facility due to increased utilization, and repairs to hydro facilities and distribution facilities damaged by natural causes. The 1996 increase is due primarily to maintenance on transmission and distribution facilities damaged by natural causes. Depreciation expense increased for the two-year period by $4.6 million, due to greater plant investment. Interest Charges - Interest charges on long-term debt increased $1.1 million in 1997 and $1.0 million in 1996, reflecting an increase in the average amount of debt outstanding during the periods, partially offset by decreased interest rates. In October 1996 the Company issued $27.0 million of Secured Medium Term Notes (Series B, 6.85%, Due 2002) the proceeds of which were used to redeem $25.0 million of preferred stock and pay related redemption premiums. Other interest increased $2.4 million in 1997, due primarily to increased short-term borrowing and subsidiary financing. Income Taxes - Income taxes decreased $5.6 million in 1997 and increased $3.7 million in 1996. The decrease in 1997 is due primarily to a $2.7 million increase in affordable housing tax credits and decreased net income before taxes. The increase in 1996 is due primarily to increased net income before taxes. Regulatory Issues - Power Cost Adjustment (PCA)- The Company has a PCA mechanism that provides for annual adjustments to the rates charged to Idaho retail customers. These adjustments are based on forecasts of net power supply costs, and take effect annually on May 16. The difference between the actual costs incurred and the forecasted costs are deferred, with interest, and trued-up in the next annual rate adjustment. The 1997-1998 forecast assumed above-average hydroelectric generating conditions. This resulted in forecasted power supply costs and rates being lower than the base amounts established in past regulatory proceedings. The Company's May 1997 PCA adjustment, combined with the revenue-sharing mechanism described below, decreased rates 0.63%. Revenue from Idaho retail customers will be $20.2 million less than what would be recovered if the Company was charging the base rates during this rate period. The May 1996 adjustment reduced Idaho jurisdictional PCA rates 5.9 percent. So far in the current rate period, actual power costs have exceeded the forecast. The Company has recorded a regulatory asset of, and decreased expenses by, $12.8 million as of December 31, 1997. The variance that exists at the end of the current rate period will be trued-up in the next annual PCA adjustment. Regulatory Settlement - On August 3, 1995, the Company filed a proposal with the IPUC to support the Company's organizational redesign. In response to the proposal, the IPUC approved a settlement that authorizes the Company to defer and amortize costs related to reorganization, in return for a general rate freeze through 1999. The settlement gives the Company time to pursue and to implement its efficiency and growth initiatives with the assurance of a reasonable level of financial performance without the need to change customer prices. Under the terms of the settlement, which remains in effect through 1999, when the Company's actual earnings in a given year exceed an 11.75 percent return on year-end common equity for the Idaho jurisdiction, the Company will refund 50 percent of the excess to Idaho's retail ratepayers. In 1997, the Company set aside $8.7 million for the benefit of its Idaho customers. In 1996, the Company set aside $4.9 million, $1.4 million of which was retained from refunding and applied against the regulatory asset balance of Idaho demand side conservation management expenditures. In addition, the settlement allows 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, up to a maximum of $30 million of ADITCs. The Company has received approval from the Idaho State Tax Commission and the Internal Revenue Service on the accounting treatment for the tax credits. As of December 31, 1997, no ADITCs have been used under the regulatory agreement. Other important points in the Settlement are that the Company will not be allowed to increase its Idaho general rates prior to January 1, 2000, except under special conditions as defined in the Settlement Agreement and the Company agrees that its quality of service will not decline as a result of corporate reorganization. Cogeneration and Small Power Production Contracts - In light of the potential deregulation of the electric utility industry and a more competitive power supply marketplace, Idaho Power believes that resource acquisition policies must avoid burdening the Company and its customers with unnecessary future power supply costs. In December 1993, the Company filed with the IPUC a request to approve lower published prices for new CSPP contracts. In response to the Company's filing, the IPUC issued an order on January 31, 1995, approving lower published CSPP rates for new projects less than one MW. In addition, the IPUC determined that negotiated rates for future CSPP projects larger than 1 megawatt (MW) should be tied more closely to values determined in the Company's integrated resource planning (IRP) process. In a subsequent order issued on September 4, 1996, the IPUC further recognized the coming changes by limiting the contract term which a new CSPP project larger than one MW could request to a maximum of five years. General Revenue Requirement Case - On January 31, 1995, the Company received IPUC Order No. 25880, which authorized $17.2 million in general rate relief, representing a 4.2 percent overall increase in Idaho retail rates. The relief was based on an 11.0 percent allowed return on equity and an overall rate of return of 9.2 percent. The increase in Idaho retail rates went into effect on February 1, 1995. Twin Falls Rate Case - In August 1995, the IPUC issued an order authorizing the Company to increase its Idaho retail rates on an annual basis by $3.8 million (0.9 percent). This increase was uniform to all customer classes, as well as to special contract customers. Oregon General Rate Relief - In May 1995, Idaho Power filed an application with the Oregon Public Utilities Commission (OPUC), seeking general rate relief of approximately $3.4 million, or a 16.65 percent increase. The Company later negotiated a Settlement Stipulation with the OPUC staff, the Company's Oregon industrial customers, and the Citizens Utility Board of Oregon. The Settlement granted Idaho Power a $1.3 million general rate increase for its Oregon retail customers. The OPUC approved the Settlement Stipulation on November 28, 1995. Oregon Drought-Related Rate Relief - In response to the Company's April 1995 application, the OPUC granted $1.5 million in drought-related rate relief for the year 1994. The OPUC order allows recovery of the $1.5 million through the continued application of an existing increase authorized in July 1993 (for 1992 drought relief). The rate increase went into effect in July 1995 and will remain in effect until approximately May 1998. Subsidiaries - Ida-West Energy Company - In January 1996, Ida-West made an investment by acquiring all of the outstanding bonds 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 November 1996, Ida-West purchased an interest in five hydroelectric projects located in Shasta County, California, with a total generating capacity of 11.2 MW. Ida-West acquired the projects through a limited liability company in which it holds a 50 percent interest. In addition, Ida-West has a partnership interest in the Hermiston Power Project, a 460 MW, gas-fired cogeneration project to be located near Hermiston, Oregon. Ida-West has been responsible for managing all permitting and development activities relating to the project since its inception in 1993, and has obtained all permits necessary for construction and operation of the project. The partnership is exploring various alternatives for marketing the project's output. Project financing for construction costs would be non-recourse to Idaho Power. To date, the Company has invested $20 million in Ida- West. IDACORP, Inc. - Through IDACORP, the Company is participating in eight affordable housing programs. These investments provide a return to IDACORP by reducing the Company's federal income taxes and by assuring a return on investment through tax credits and tax depreciation benefits. To date, the Company has invested $6.5 million in IDACORP. LIQUIDITY AND CAPITAL RESOURCES - Cash Flow - The Company's net cash generated from operations totaled $516.2 million for the three-year period 1995-1997. After deducting common and preferred dividends of $231.0 million, net cash generation from operations provided approximately $285.1 million for the Company's construction program and other capital requirements. Internal cash generation after dividends provided 101 percent of the Company's total capital requirements in 1997, 99 percent in 1996, and 101 percent in 1995. The Company forecasts that internal cash generation after dividends will provide approximately 85 percent of total capital requirements in 1998 and over 105 percent during the four-year period 1999-2002. Idaho Power expects to continue financing its construction program and other capital requirements with both internally generated funds and, to the extent necessary, externally financed capital. During the forecast period, the Company has first mortgage bond maturities of $30.0 million in 1998, $0 in 1999, $80.0 million in 2000, $30.0 million in 2001 and $27.0 million in 2002. At January 1, 1998, the Company had regulatory authority to incur up to $200.0 million of short-term indebtedness. At December 31, 1997, the Company's short-term borrowing totaled $57.5 million compared to $54.0 million at December 31, 1996 and $53.0 million at December 31, 1995. On December 19, 1996, the Company replaced its committed lines of credit arrangements with a $120.0 million multi-year revolving credit facility under which the Company pays a facility fee on the commitment, quarterly in arrears, based on the Company's first mortgage bond rating (see Note 7 of "Notes to Consolidated Financial Statements"). Construction Program - The Company's consolidated cash construction expenditures totaled $94.5 in 1997, $93.6 million in 1996, and $84.0 million in 1995. Approximately 26 percent of these expenditures were for generation facilities, 19 percent for transmission facilities, 43 percent for distribution facilities, and 12 percent for general plant and equipment. The Company estimates that its cash construction program will require $100 million in 1998 and $390 million in the four year period 1999-2002. These estimates are subject to revision in light of changing economic, regulatory, environmental, and conservation factors. Southwest Intertie Project (SWIP) - 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, connecting the Company's system with those of utilities in California and the Southwest. The Company is continuing to evaluate the economic viability of the proposed line. Operational and Financial Information Systems - During 1997 the Company implemented new financial and operating information systems. Total costs for both hardware and software were $19.3 million. The Company expects to spend an additional $1.2 million on the project in 1998. Financing Program - The Company's capital structure fluctuated slightly during the three-year period, with common equity ending at 47 percent, preferred stock 7 percent, and long-term debt 46 percent at December 31, 1997. The Company's objective is to maintain capitalization ratios of approximately 45 percent common equity, 5-10 percent preferred stock, and the balance in long-term debt. The Company's pre-tax interest coverage ratios were 3.28 times in 1997, 3.49 times in 1996, and 3.40 times in 1995. The Company has on file a shelf registration statement for the issuance of first mortgage bonds and/or preferred stock, with an aggregate principal amount not to exceed $200 million. 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 used to redeem $25,000,000 principal amount of 8.375% Series, Serial Preferred Stock, Without Par Value ($100 stated value). These transactions have reduced the remaining balance on the shelf registration to $143 million as of December 31, 1997. On August 29, 1996, tax exempt Pollution Control Revenue Refunding Bonds were issued in principal amount of $68,100,000 Series 1996A, $24,200,000 Series 1996B and $24,000,000 Series 1996C. The proceeds were used to retire the $24,200,000 Pollution Control Revenue Bonds Due 2003, $24,000,000 Pollution Control Revenue Bonds Due 2007 and the $68,100,000 Pollution Control Revenue Bonds Due 2013-2014. OTHER MATTERS - Environmental Issues - 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. In mid-August 1994, the federal government changed its designation of the Fall Chinook Salmon from Threatened to Endangered. The Company does not anticipate that the new designation will have any major effects on its operations. In September 1991, the Company modified operations at its three-dam Hells Canyon Hydroelectric Complex to protect the Fall Chinook downstream during spawning and juvenile emergence. From its start, the Company's Fall Chinook program has exceeded the protection requirements for threatened species, affording the fish the same high level of protection due an endangered species. 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 change 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. These interim operations are not expected to change the Company's current operations for salmon. The Northwest Power Planning Council (NWPPC) issued its recovery plan for Snake River anadromous fish, the Strategy for Salmon, on December 15, 1994. The NWPPC plan calls on the U. S. Bureau of Reclamation (BOR) to acquire 500,000 acre-feet of water within the Snake River Basin by 1996, and an additional 500,000 acre- feet by 1998. The water is to be acquired from willing sellers. Thus far, the BOR has indicated it does not intend to comply with the request to acquire 1,000,000 acre-feet of additional water. However, if the BOR does comply and successfully implements the request, its movement of additional water could have a material impact on the Company's power supply costs. The Company and the BPA have negotiated a five-year contract, expiring April 15, 2001, requiring BPA to replace lost energy and capacity resulting from recovery plans that impact the Company's power supply cost. Nez Perce Lawsuit - On March 21, 1997, the United States District Court for the District of Idaho entered a judgment related to a civil lawsuit filed against Idaho Power in 1991 by the Nez Perce Tribe. 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 judgment, which incorporated the terms of an agreement already reached by the Company and the Tribe, requires Idaho Power to pay the Nez Perce Tribe $11.5 million over five years. The first payment of $5 million plus agreed upon interest was paid on March 28, 1997. Additional payments of $1,625,000 will be made each of the next four years. All payments under the Agreement will be made in 1996 dollars, which allows for adjusted future inflation within a minimum range of three percent and a maximum of seven percent. 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. In connection with settling the litigation, Idaho Power and the Tribe also reached a provisional settlement regarding the license renewal 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. Threatened and Endangered Snails - In mid-December 1992, the U.S. Fish and Wildlife Service (USFWS) listed five species of Snake River snails as Threatened and Endangered Species. Since that time, the Company has included this possibility in all of its discussions regarding relicensing and new hydro development. The listing specifically mentions the impact that fluctuating water levels related to hydroelectric operations may have on the snails' habitat. Although most of the hydro facilities on that reach of the Snake River are baseload facilities, some of them do provide limited load-following capability. At present, there is no certainty as to the effects, if any, that water fluctuations caused by these facilities may have on the snails. While it is possible that the listing could affect how Idaho Power operates its existing hydroelectric facilities on the middle reach of the Snake River, the Company believes that such changes will be minor and will not present any undue hardship. In 1995, as a part of its federal hydro relicensing process, Idaho Power obtained a permit from the USFWS to study five species of endangered Snake River snails. In 1997, the Company's biologists completed this study, which focused on potential snail habitat in the Middle Snake River. The Company's objective was to gain scientific insight into how or if these snails are affected by a variety of factors, including hydropower production, water quality, and irrigation run-off. The study will review how these and other factors influence the status of the various colonies and their respective habitats. A final report on the study is due in May 1998. Mountaineer Cleanup - In May 1993, the Company was notified that Bridger Coal Company (BCC) was a potential contributor to a Superfund site involving waste motor oil delivered to Mountaineer Refinery in Wyoming. Idaho Energy Resources Company (IERCo), a wholly-owned subsidiary of Idaho Power, owns one-third of BCC and is responsible for one- third of BCC's costs. BCC's portion of the cleanup costs at Mountaineer was $261,700. Cleanup is substantially complete, with the exception of ground water monitoring which will continue for the next seven years. Clean Air - Idaho Power has analyzed the Clean Air Act's effects on the Company and its rate payers. The Company's coal-fired plants in Oregon and Nevada already meet the federal emission rate standards for sulfur dioxide (SO2) and Idaho Power's coal-fired plant in Wyoming meets that state's even more stringent SO2 regulations. Therefore, the Company foresees no adverse effects on its operations with regard to SO2 emissions. On July 16, 1997, the EPA announced new National Ambient Air Quality Standards for ozone and Particulate Matter (PM). In addition to these standards, on July 17, 1997, the EPA proposed regional haze regulations for protection of visibility in national parks and wilderness areas. Impacts of the ozone and PM regulations and the proposed regional haze regulations on the Company's thermal operations are unknown at this time. Although not presently required to meet any federal nitrogen oxide (NOx) limits, North Valmy, Boardman, and Jim Bridger Unit 4 elected to meet Phase I NOx limits beginning in 1998. As a result of this voluntary "early election" these units will not be required to meet the more restrictive Phase II NOx limits until 2008. Had the units not voluntarily "early elected", they would have been required to meet the Phase II NOx limits beginning in 2000. Electric and Magnetic Fields - While scientific research has not established any conclusive link between electric and magnetic fields (EMFs) and human health, the possibility of a link has caused public concern in the United States and abroad. Electric and magnetic fields exist wherever there is electric current, whether the source is a high-voltage transmission line or the simplest of electrical household appliances. Concerns over possible health effects have prompted regulatory efforts in several states to limit human exposure to EMFs. Depending on what researchers ultimately discover and any necessary regulations, it is possible that this issue could affect a number of industries, including electric utilities. However, it is difficult at this time to estimate what effects, if any, the EMF issue could have on the Company and its operations. Electric Industry Restructuring - Competition is increasing in the electric utility industry on both a wholesale and retail level. Idaho Power's goal is to anticipate and fully integrate into Company operations any legislative, regulatory or competitive changes. It is pursuing a rapid, but orderly transition to at least a partially and possibly a totally deregulated environment in the years ahead. With its low energy production costs, Idaho Power is well-positioned to succeed in a more competitive environment and is taking steps to preserve its low-cost advantage. The following items describe some of the changes to date, as well as steps being taken by the Company. Legislative Actions - In 1997, the Idaho legislature appointed a committee to study deregulation of the electric utility industry. Legislation resulting from this committee required the IPUC to begin an investigation into the unbundling of costs into its various delivery and energy components. The Company has filed cost unbundling studies in July and December 1997. The IPUC next will compile cost data presented by all the electric utilities and present that information to the legislature. Although the committee will continue studying a variety of deregulation ideas throughout 1998, it is not expected to recommend restructuring legislation until at least 1999. FERC Decisions - 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; to require utilities to use the tariffs for their own wholesale sales; and to 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. In November of 1995, the Company filed open-access tariffs with the FERC for Point-to-Point and Network transmission service. The substance of these tariffs was to offer the same quality and character of transmission services that the Company uses in its own operations to anyone seeking them. The Company requested and received permission to implement these tariffs beginning February 1, 1996. 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 No. 888. This new filing did not include a rate change. On November 13, 1996, FERC issued an unconditional acceptance of the terms and conditions of this tariff. The rate was not subject to review. Independent Grid Operator - A group of twenty one Northwest and Rocky Mountain electric utilities, including Idaho Power had been working to create an independent transmission grid operator called "IndeGO". As envisioned, IndeGO would ensure non-discriminatory, open-access to electricity transmission facilities in compliance with recent FERC rulings. In 1996, the utilities signed a memorandum of understanding to investigate the feasibility of developing a regional transmission grid which would be operated by an entity independent of power market interests. As initially studied, IndeGO could control substantially all of the transmission facilities in eight western states. In November 1997, the group released a complete package of draft legal agreements and descriptive materials for formal public review with the intention of making a filing with FERC in 1998. However, due to concerns with timing, costs and the status of restructuring in Idaho, the Company has stated that it cannot support an IndeGO filing with FERC at this time and as currently structured. Subsequently, on March 4, 1998, seven Northwest investor owned utilities, including the Company, issued a joint statement concluding that it is not productive to devote further effort to IndeGO development at this time because of critical questions about electric restructuring and Bonneville Power Administration participation. Holding Company - The Company filed an application and received approval from the IPUC in January 1998 to form a holding company to serve as a parent company for both Idaho Power and Ida-West. The purpose of the holding company is to allow the Company more flexibility as the energy industry continues to undergo rapid changes. Approval by the IPUC was the first in a series of steps the Company must take. The Company will be next seeking approval from federal agencies and the public utilities commissions of Nevada, Oregon and Wyoming. Once the Company has received all required approvals, it then will seek its shareholders' endorsement. Energy Trading - The Company intends to be a competitive energy provider, including both electricity and natural gas. In 1997, the Company opened a gas trading offices in Houston, Texas to serve the southern and eastern United States and Boise, Idaho to serve the Northwest and Canadian markets. For 1997, the Company has recorded a loss of $1.2 million in its gas trading operations, because the cost of operations exceeded trading gains in this start-up period. The Company is also actively participating in the wholesale electricity markets, the results of which are included in off-system revenue and purchased power expense. To implement this strategy, the Board of Directors gave approval for executive management to form a Risk Management Committee, comprised of Company officers, 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. The objectives of the program 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. Relicensing of Hydroelectric Projects - Idaho Power is actively pursuing the relicensing of its hydroelectric projects, a process that will continue for the next 10 to 15 years. The Company submitted its first applications for license renewal to the FERC in December 1995. These first applications seek renewal of the Company's licenses for its Bliss, Upper Salmon Falls, and Lower Salmon Falls Hydroelectric Projects. Although various federal requirements and issues must be resolved through the license renewing process, the Company anticipates that its efforts will be successful. At this point, however, the Company cannot predict what type of environmental or operational requirements it may face, nor can it estimate the eventual cost of license renewal. At December 31, 1997, $4.3 million of relicensing costs were included in Construction Work in Progress. Year 2000 Compliance - Idaho Power, like most other companies, will be required to modify significant portions of its computer software so that it functions properly in the year 2000. The Company is expending significant resources to ensure that its computer systems are able to deal with transactions that occur in 2000 and beyond. Failure to adequately prepare for these transactions could have a material impact on the Company's ability to conduct its business. Maintenance and modification costs related to this issue will be expensed as incurred, and new software will be capitalized and amortized over its useful life. New Accounting Pronouncements - In June 1997, the FASB issued SFAS No. 130, Reporting Comprehensive Income and No. 131, Disclosures about Segments of an Enterprise and Related Information. These statements are effective for financial statements beginning after December 15, 1997. SFAS No. 130 establishes standards for reporting and display of comprehensive income and its components in a full set of general purpose financial statements. SFAS No. 131 redefines standards for the way that public business enterprises report information about operating segments in annual and interim financial statements. The Company is reviewing these statements to determine their effect on its reporting requirements. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA INDEX TO FINANCIAL STATEMENT AND FINANCIAL STATEMENT SCHEDULE PAGE Management's Responsibility for Financial Statements 37 Consolidated Financial Statements: Consolidated Balance Sheets as of December 31, 1997, 1996 and 1995 38-39 Consolidated Statements of Income for the Years Ended December 31, 1997, 1996 and 1995 40 Consolidated Statements of Retained Earnings for the Years Ended December 31, 1997, 1996 and 1995 41 Consolidated Statements of Capitalization as of December 31, 1997, 1996 and 1995 42 Consolidated Statements of Cash Flows for the Years Ended December 31, 1997, 1996 and 1995 43 Notes to Consolidated Financial Statements 44-56 Independent Auditors' Report 57 Supplemental Financial Information (Unaudited) 58 Supplemental Schedule for the Years Ended December 31, 1997, 1996 and 1995: Schedule II- Consolidated Valuation and Qualifying Accounts 66 MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL STATEMENTS The management of Idaho Power Company is responsible for the preparation and presentation of the information and representations contained in the accompanying financial statements. The financial statements have been prepared in conformance with generally accepted accounting principles for a rate regulated enterprise. Where estimates are required to be made in preparing the financial statements, management has applied its best judgment as to the adequacy of the estimates based upon all available information. The Company maintains systems of internal accounting controls and related policies and procedures. The systems are designed to provide reasonable assurance that all assets are protected against loss or unauthorized use. Also, the systems provide that transactions are executed in accordance with management's authorization and properly recorded to permit preparation of reliable financial statements. The systems are supported by a staff of corporate accountants and internal auditors who, among other duties, evaluate and monitor the systems of internal accounting control in coordination with the independent auditors. The staff of internal auditors conduct special and operational audits in support of these accounting controls throughout the year. The Board of Directors, through its Audit Committee comprised entirely of outside directors, meets periodically with management, internal auditors and the Company's independent auditors to discuss auditing, internal control and financial reporting matters. To ensure their independence, both the internal auditors and independent auditors have full and free access to the Audit Committee. The financial statements have been audited by Deloitte & Touche LLP, the Company's independent auditors, who were responsible for conducting their audit in accordance with generally accepted auditing standards. Joseph W. Marshall Chairman and Chief Executive Officer J. LaMont Keen Vice President, Chief Financial Officer and Treasurer IDAHO POWER COMPANY CONSOLIDATED BALANCE SHEETS ASSETS December 31, 1997 1996 1995 (Thousands of Dollars) ELECTRIC PLANT: In service (at original cost) $2,605,697 $2,537,565 $2,481,830 Accumulated provision for (942,400) (886,885) (830,615) depreciation In service - Net 1,663,297 1,650,680 1,651,215 Construction work in progress 51,892 42,178 20,564 Held for future use 1,738 1,773 1,106 Electric plant - Net 1,716,927 1,694,631 1,672,885 INVESTMENTS AND OTHER PROPERTY 50,681 36,502 16,826 CURRENT ASSETS: Cash and cash equivalents 6,905 7,928 8,468 Receivables: Customer 63,076 34,962 33,357 Gas operations 42,128 - - Allowance for uncollectible (1,397) (1,394) (1,397) accounts Notes 4,613 5,104 5,134 Employee notes receivable 4,757 4,486 4,648 Other 8,854 8,489 10,771 Accrued unbilled revenues 33,312 27,709 25,025 Materials and supplies (at 29,156 24,639 25,937 average cost) Fuel stock (at average cost) 7,172 11,631 13,063 Prepayments 15,381 16,165 20,778 Regulatory assets associated 3,164 4,397 5,777 with income taxes Total current assets 217,121 144,116 151,561 DEFERRED DEBITS: American Falls and Milner water 32,055 32,260 32,440 rights Company-owned life insurance 51,915 57,291 56,066 Regulatory assets associated 198,521 196,696 200,379 with income taxes Regulatory assets - other 90,239 89,507 68,348 Other 47,973 44,334 43,248 Total deferred debits 420,703 420,088 400,481 TOTAL $2,405,432 $2,295,337 $2,241,753 The accompanying notes are an integral part of these statements. IDAHO POWER COMPANY CONSOLIDATED BALANCE SHEETS CAPITALIZATION AND LIABILITIES December 31, 1997 1996 1995 (Thousands of Dollars) CAPITALIZATION: Common stock equity: Common stock - $2.50 par value (shares authorized $ 94,031 $ 94,031 $ 94,031 50,000,000; shares outstanding - 37,612,351) Premium on capital stock 362,328 362,297 363,044 Capital stock expense (3,840) (3,842) (4,127) Retained earnings 259,299 242,088 229,827 Total common stock equity 711,818 694,574 682,775 Preferred stock 106,697 106,975 132,181 Long-term debt 703,684 738,550 672,618 Total capitalization 1,522,199 1,540,099 1,487,574 CURRENT LIABILITIES: Long-term debt due within one 30,072 71 20,517 year Notes payable 57,516 54,016 53,020 Accounts payable 69,064 36,370 40,483 Accounts payable gas operations 42,874 - - Taxes accrued 24,295 17,304 15,409 Interest accrued 17,918 15,886 14,785 Deferred income taxes 3,164 4,397 5,777 Other 13,703 12,439 12,867 Total current liabilities 258,606 140,483 162,858 DEFERRED CREDITS: Regulatory liabilities associated with deferred investment tax 70,196 71,283 70,507 credits Deferred income taxes 423,736 411,890 408,394 Regulatory liabilities 34,072 35,028 34,554 associated with income taxes Regulatory liabilities - other 509 616 789 Other 96,114 95,938 77,077 Total deferred credits 624,627 614,755 591,321 COMMITMENTS AND CONTINGENT LIABILITIES (Note 8) TOTAL $2,405,432 $2,295,337 $2,241,753 The accompanying notes are an integral part of these statements. IDAHO POWER COMPANY CONSOLIDATED STATEMENTS OF INCOME Year Ended December 31, 1997 1996 1995 (Thousands of Dollars) REVENUES: Total general business $480,458 $484,145 $461,594 Off system sales 243,874 70,222 57,418 Other revenues 24,171 24,078 26,609 Total revenues 748,503 578,445 545,621 EXPENSES: Operation: Purchased power 219,200 69,038 54,586 Fuel expense 71,271 63,334 54,691 Power cost adjustment (6,032) (6,859) 7,292 Other 137,458 132,667 126,714 Maintenance 48,722 42,731 35,953 Depreciation 71,973 69,705 67,415 Taxes other than income taxes 21,162 20,658 22,979 Total expenses 563,754 391,274 369,630 INCOME FROM OPERATIONS 184,749 187,171 175,991 OTHER INCOME: Allowance for equity funds used 34 46 (16) during construction Gas trading activities - Net (1,181) - - Other - Net 15,402 12,488 14,372 Total other income 14,255 12,534 14,356 INTEREST CHARGES: Interest on long-term debt 53,215 52,165 51,147 Other interest 7,546 5,183 5,309 Total interest charges 60,761 57,348 56,456 Allowance for borrowed funds used during (503) (353) (1,442) construction Net interest charges 60,258 56,995 55,014 INCOME BEFORE INCOME TAXES 138,746 142,710 135,333 INCOME TAXES 46,472 52,092 48,412 NET INCOME 92,274 90,618 86,921 Dividends on preferred stock 5,176 7,463 7,991 EARNINGS ON COMMON STOCK $ 87,098 $ 83,155 $ 78,930 AVERAGE COMMON SHARES OUTSTANDING (000) 37,612 37,612 37,612 EARNINGS PER SHARE OF COMMON STOCK $ 2.32 $ 2.21 $ 2.10 The accompanying notes are an integral part of these statements. IDAHO POWER COMPANY CONSOLIDATED STATEMENTS OF RETAINED EARNINGS Year Ended December 31, 1997 1996 1995 (Thousands of Dollars) RETAINED EARNINGS Beginning of year $242,088 $229,827 $220,838 NET INCOME 92,274 90,618 86,921 Total 334,362 320,445 307,759 DIVIDENDS: Preferred stock 5,176 7,463 7,991 Common stock (per share: $1.86) 69,887 69,924 69,941 Total dividends 75,063 77,387 77,932 PREFERRED STOCK REDEMPTION - 970 - RETAINED EARNINGS End of year $259,299 $242,088 $229,827 The accompanying notes are an integral part of these statements. IDAHO POWER COMPANY CONSOLIDATED STATEMENTS OF CAPITALIZATION December 31, 1997 % 1996 % 1995 % (Thousands of Dollars) COMMON STOCK EQUITY Common stock $ 94,031 $ 94,031 $ 94,031 Premium on capital stock 362,328 362,297 363,044 Capital stock expense (3,840) (3,842) (4,127) Retained earnings 259,299 242,088 229,827 Total common stock 711,818 47 694,574 45 682,775 46 equity PREFERRED STOCK 4% preferred stock 16,697 16,975 17,181 7.68% Series, serial 15,000 15,000 15,000 preferred stock 8.375% Series, serial - - 25,000 preferred stock 7.07% Series, serial 25,000 25,000 25,000 preferred stock Auction rate preferred 50,000 50,000 50,000 stock Total preferred stock 106,697 7 106,975 7 132,181 9 LONG-TERM DEBT First mortgage bonds: 5 1/4 % - - 20,000 Series due 1996 5.33 % Series due 1998 30,000 30,000 30,000 8.65 % Series due 2000 80,000 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 80,000 8 % Series due 2004 50,000 50,000 50,000 9.50 % Series due 2021 75,000 75,000 75,000 7.50 % Series due 2023 80,000 80,000 80,000 8 3/4 % 50,000 50,000 50,000 Series due 2027 9.52 % Series due 2031 25,000 25,000 25,000 Total first mortgage 527,000 527,000 490,000 bonds Amount due within one year (30,000) - (20,000) Net first mortgage 497,000 527,000 470,000 bonds Pollution control revenue bonds: 5.90 % Series due 2003 - - 24,200 6.0 % Series due 2007 - - 24,000 7 1/4 % 4,360 4,360 4,360 Series due 2008 7 5/8 % Series 1983 - - - 68,100 1984 due 2013 - 2014 8.30 %Series 1984 due 49,800 49,800 49,800 2014 6.05 %Series 1996A due 68,100 68,100 - 2026 Variable rate Series 24,200 24,200 - 1996B due 2026 Variable rate Series 24,000 24,000 - 1996C due 2026 Total pollution control 170,460 170,460 170,460 revenue bonds Amount due within one year - - (450) Net pollution control 170,460 170,460 170,010 revenue bonds REA notes 1,561 1,632 1,700 Amount due within one year (72) (71) (67) Net REA notes 1,489 1,561 1,633 Subsidiary debt 4,316 9,000 - American Falls bond 20,355 20,560 20,740 guarantee Milner Dam note guarantee 11,700 11,700 11,700 Unamortized (1,636) (1,731) (1,465) premium/discount - Net Total long-term debt 703,684 46 738,550 48 672,618 45 TOTAL CAPITALIZATION $1,522,199 100 $1,540,099 100 $1,487,574 100 The accompanying notes are an integral part of these statements. IDAHO POWER COMPANY CONSOLIDATED STATEMENTS OF CASH FLOWS Year Ended December 31, 1997 1996 1995 (Thousands of Dollars) OPERATING ACTIVITIES: Cash received from operations: Retail revenues $483,402 $490,504 $468,821 Wholesale revenues 217,017 66,551 59,260 Other revenues 28,700 24,469 22,825 Fuel paid (67,165) (59,798) (61,741) Purchased power paid (180,988) (70,302) (52,526) Other operation & maintenance (183,589) (177,055) (154,209) paid Interest paid (include long and (53,822) (53,273) (54,303) short-term debt only) Income taxes paid (41,786) (45,050) (40,402) Taxes other than income taxes (27,542) (23,455) (22,939) paid Other operating cash receipts (830) 21,824 3,634 and payments - Net Net cash provided by 173,397 174,415 168,420 operating activities FINANCING ACTIVITIES: First mortgage bonds issued - 57,000 - PC bond fund requisitions/other (4,864) 128,534 - long-term debt Short-term borrowings - Net 3,500 1,000 (2,000) Long-term debt retirement (70) (140,069) (519) Preferred stock retirement (168) (26,530) (151) Dividends on preferred stock (5,531) (7,850) (7,888) Dividends on common stock (69,886) (69,923) (69,967) Other sources/uses 431 (4,144) (781) Net cash used in financing (76,588) (61,982) (81,306) activities INVESTING ACTIVITIES: Additions to utility plant (94,499) (93,645) (83,965) Conservation (2,104) (3,839) (5,688) Increase in investments - (20,153) - Other (1,229) 4,664 3,259 Net cash used in investing (97,832) (112,973) (86,394) activities Change in cash and cash (1,023) (540) 720 equivalents Cash and cash equivalents 7,928 8,468 7,748 beginning of year Cash and cash equivalents $ 6,905 $ 7,928 $ 8,468 end of year RECONCILIATION OF NET INCOME TO NET CASH PROVIDED BY OPERATING ACTIVITIES: Net income $ 92,274 $ 90,618 $ 86,921 Adjustments to reconcile net income to net cash: Depreciation 71,973 69,705 67,415 Deferred income taxes 7,065 7,201 11,698 Investment tax credit - Net (1,087) 776 (1,086) Allowance for funds used (537) (399) (1,425) during construction Postretirement benefits (7,574) 1,340 (2,857) funding (excl pensions) Changes in operating assets and liabilities: Accounts receivable (70,384) 866 (7,279) Fuel inventory 4,459 1,432 (1,753) Accounts payable 75,568 (4,113) 8,420 Taxes accrued 6,991 1,895 (985) Interest accrued 2,032 1,101 30 Other - Net (7,383) 3,993 9,321 Net cash provided by $173,397 $174,415 $168,420 operating activities The accompanying notes are an integral part of these statements. IDAHO POWER COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 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. System of Accounts - The Company is an electric utility and its accounting records conform to the Uniform System of Accounts prescribed by the Federal Energy Regulatory Commission (FERC) and adopted by the public utility commissions of Idaho, Oregon, Nevada and Wyoming. Electric Plant - The cost of additions to electric plant in service represents the original cost of contracted services, direct labor and material, allowance for funds used during construction and indirect charges for engineering, supervision and similar overhead items. Maintenance and repairs of property and replacements and renewals of items determined to be less than units of property are charged to operations. For property replaced or renewed the original cost plus removal cost less salvage is charged to accumulated provision for depreciation while the cost of related replacements and renewals is added to electric plant. Allowance For Funds Used During Construction (AFDC) -The allowance, a non-cash item, represents the composite interest costs of debt, shown as a reduction to interest charges, and a return on equity funds, shown as an addition to other income, used to finance construction. While cash is not realized currently from such allowance, it is realized under the rate making process over the service life of the related property through increased revenues resulting from higher rate base and higher depreciation expense. Based on the uniform formula adopted by the FERC, the Company's weighted average monthly AFDC rates for 1997, 1996, and 1995 were 5.8 percent, 6.1 percent and 6.1 percent, respectively. 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. Under terms and conditions of the Regulatory Settlement with the Idaho Public Utilities Commission, (IPUC), when the Company's actual earnings in a given year exceeds an 11.75 percent return on year-end common equity, the Company will refund 50 percent of the excess. In 1997 and 1996, the Company set aside approximately $8.7 million and $4.9 million of revenues for the benefit of its Idaho customers. Power Cost Adjustment - The Company has a Power Cost Adjustment (PCA) mechanism that provides for annual adjustments to the rates charged to Idaho retail customers. These adjustments are based on forecasts of net power supply costs, and take effect annually on May 16. The difference between the actual costs incurred and the forecasted costs are deferred, with interest, and trued-up in the next annual rate adjustment. Depreciation - All electric plant is depreciated using the straight-line method. Annual depreciation provisions as a percent of average depreciable electric plant in service approximated 2.93 percent in 1997, 2.89 percent in 1996 and 2.90 percent in 1995 and are considered adequate to amortize the original cost over the estimated service lives of the properties. Gas Operations -The Company intends to be a competitive energy provider, including both electricity and gas. In April 1997 the Company opened a gas trading office in Houston, Texas to serve the southern and eastern United States gas markets and a Boise, Idaho office that serves the Northwest and Canadian markets. The following table shows gas trading activities for the year ended December 31, 1997 (thousands of dollars): Gas revenues $127,874 Cost of gas (127,788) Administrative and general expenses (1,267) Gas trading activities - Net $ (1,181) Income Taxes - The Company follows the liability method of computing deferred taxes on all temporary differences between book and tax basis of assets and liabilities and adjusts deferred tax assets and liabilities for enacted changes in tax laws or rates. Consistent with orders and directives of the IPUC the regulatory authority having principal jurisdiction, deferred income taxes (commonly referred to as normalized accounting) are provided for the difference between income tax depreciation and straight-line depreciation on coal-fired generation facilities and properties acquired after 1980. On other facilities, deferred income taxes are provided for the difference between accelerated income tax depreciation and straight-line depreciation using tax guideline lives on assets acquired prior to 1981. Deferred income taxes are not provided for those income tax timing differences where the prescribed regulatory accounting methods do not provide for current recovery in rates. Regulated enterprises are required to recognize such adjustments as regulatory assets or liabilities if it is probable that such amounts will be recovered from or returned to customers in future rates (see Note 2). The state of Idaho allows a three percent investment tax credit (ITC) upon certain qualifying plant additions. ITC earned on regulated assets are deferred and amortized to income over the estimated service lives of the related properties. Credits earned on non-regulated assets or investments are recognized in the year earned. In 1995, the Company received an accounting order from the IPUC approving acceleration of amortization of up to $30.0 million of regulatory liabilities associated with deferred ITC to non- operating income. The Internal Revenue Service and the Idaho State Tax Commission have both approved the application. Acceleration of ITC amortization is to be utilized until the actual return on year-end common equity is 11.5 percent. No accelerated ITC was recognized in 1995, 1996 or 1997. 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. Regulation Of Utility Operations - Electric utilities have historically been recognized as natural monopolies and have operated in a highly regulated environment in which they have an obligation to provide electric service to their customers in return for an exclusive franchise within their service territory with an opportunity to earn a regulated rate of return. This regulatory environment is changing. The generation sector has experienced competition from non-utility power and market producers, and the FERC is requiring utilities, including the Company, to provide wholesale open-access transmission service to others and may order electric utilities to enlarge their transmission systems to facilitate transmission services. Some state regulatory authorities are in the process of changing utility regulations in response to federal and state statutory changes and evolving competitive markets. These statutory and conforming regulations may result in increased wholesale and retail competition. Due to the Company's low cost structure, it is well positioned to compete in the evolving utility market place. However, the Company is unable to predict what financial impact or effect the adoption of any such legislation would have on its operations. The Company follows Statement of Financial Accounting Standards (SFAS) No. 71, "Accounting for the Effects of Certain Types of Regulation", and its financial statements reflect the effects of the different rate making principles followed by the various jurisdictions regulating the Company. Pursuant to SFAS No. 71 the Company capitalizes, as deferred regulatory assets, incurred costs which are expected to be recovered in future utility rates. The Company also records as deferred regulatory liabilities the current recovery in utility rates of costs which are expected to be paid in the future. The following is a breakdown of regulatory assets and liabilities for the years 1997,1996 and 1995: 1997 1996 1995 Assets Liabilities Assets Liabilities Assets Liabilities (Millions of Dollars) Income taxes $201.7 $ 34.1 $201.1 $ 35.0 $206.2 $ 34.6 Conservation 42.4 - 40.3 - 36.3 - Employee benefits 6.5 - 7.4 - 8.3 - PCA deferral and 16.6 - 9.6 - 2.1 - amortization Other 24.7 0.5 32.2 0.6 21.6 0.7 Deferred investment - 70.2 - 71.3 - 70.5 tax credits Total $291.9 $104.8 $290.6 $106.9 $274.5 $105.8 At December 31, 1997, the Company had $17.0 million of regulatory assets that were not earning a return on investment excluding the $201.7 million that relates to income taxes. In the event that recovery of costs through rates becomes unlikely or uncertain, SFAS No. 71 would no longer apply. If the Company were to discontinue application of SFAS No. 71 for some or all of its operations, then these items may represent stranded investments. Certain regulators are currently reviewing ways to allow the electric utilities to recover these investments in the event the customers are allowed to choose their energy supplier. However, if the Company is not allowed recovery of these investments, it would be required to write off the applicable portion of regulatory assets and the financial effects could be significant. Derivative Financial Instruments - Idaho Power uses financial instruments such as commodity futures, options and swaps to hedge against exposure to commodity price risk in the electricity and natural gas markets. The objective of the Company's hedging program is to mitigate the risk associated with the purchase and sale of natural gas and electricity. The Company's accounting for derivative financial instruments that are used to manage risk is in accordance with the concepts established in SFAS No. 80 Accounting for Futures Contracts, American Institute of Certified Public Accountants Statement of Position 86-2, Accounting for Options; and various EITF pronouncements. Deferral (hedge) accounting is used if certain hedging criteria are met and is applied only if the derivative reduces the risk of the underlying hedged item and is designated at inception as a hedge with respect to the hedged item. Additionally, the derivative must result in payoffs that are expected to be inversely correlated to those of the hedged item. Gains and losses from derivatives that reduce the commodity price risk related to electricity are recognized as purchased power expenses when the hedged transaction occurs. Gains and losses from derivatives that reduce the commodity price risk related to natural gas are recognized as a component of gas trading activities when the hedged transaction occurs. Cash flows from derivatives are recognized in the statement of cash flows and are in the same category as that of the hedged item. Company policy also allows the use of financial instruments noted above for trading purposes in support of Company operations. Gains or losses on financial instruments that are used for trading purposes, or otherwise do not qualify for hedge accounting, are recognized in income on a current basis. At December 31, 1997, open trade equity on future positions was immaterial. As the Company increases its level of trading it is exposed to increasing potential for credit risk in the event of non- performance by counterparties . The Company monitors this risk and has established guidelines to mitigate this risk. New Accounting Pronouncements - In June 1997, the FASB issued SFAS No. 130, Reporting Comprehensive Income and No. 131, Disclosures about Segments of an Enterprise and Related Information. These statements are effective for financial statements beginning after December 15, 1997. SFAS No. 130 establishes standards for reporting and display of comprehensive income and its components in a full set of general purpose financial statements. SFAS No. 131 redefines standards for the way that public business enterprises report information about operating segments in annual and interim financial statements. The Company is reviewing these statements to determine their affect on its reporting requirements. Other Accounting Policies - Debt discount, expense and premium are being amortized over the terms of the respective debt issues. Reclassifications - Certain items previously reported for years prior to 1997 have been reclassified to conform with the current year's presentation. Net income was not affected by these reclassifications. 2. INCOME TAXES: A reconciliation between the 1997 1996 1995 statutory federal income tax (Thousands of Dollars) rate and the effective rate is as follows: Computed income taxes based on statutory federal income tax rate $ 48,561 $ 49,949 $ 47,367 Change in taxes resulting from: Investment tax credits (2,887) (2,835) (2,837) Repair allowance (2,800) (2,800) (3,150) Current state income taxes 3,587 2,823 3,275 Depreciation 5,766 5,945 5,493 Affordable housing tax (4,519) (1,777) - credits Other (1,236) 787 (1,736) Total provision for federal and $ 46,472 $ 52,092 $ 48,412 state income taxes Effective tax rate 33.5 % 36.5 % 35.8 % The provision for income taxes consists of the following: Income taxes currently payable: Federal $ 35,038 $ 40,379 $ 33,456 State 5,456 3,746 4,503 Total 40,494 44,125 37,959 Income taxes deferred - Net of amortization: Federal 6,717 6,877 10,904 State 348 314 635 Total 7,065 7,191 11,539 Investment tax credits: Deferred 1,800 3,611 1,751 Restored (2,887) (2,835) (2,837) Total (1,087) 776 (1,086) Total provision for income $ 46,472 $ 52,092 $ 48,412 taxes The tax effects of significant items comprising the Company's net deferred tax liability are as follows: Deferred tax assets: Regulatory liability $ 34,072 $ 35,028 $ 34,554 Advances for construction 18,665 17,736 14,823 Other 16,536 13,550 10,498 Total 69,273 66,314 59,875 Deferred tax liabilities: Property, plant and equipment 251,938 245,652 237,655 Regulatory asset 201,685 201,093 206,156 Investment tax credit 70,196 71,283 70,507 Conservation programs 14,377 13,720 11,746 Other 28,173 22,136 18,489 Total 566,369 553,884 544,553 Net deferred tax liabilities $ 497,096 $ 487,570 $ 484,678 The Company has settled Federal and Idaho tax liabilities on all open years through the 1992 tax year except for amounts related to a partnership which, in management's opinion, have been adequately accrued. 3. COMMON STOCK: Changes in shares of the common stock of the Company for 1997, 1996 and 1995 were as follows: Common Stock $2.50 Premium on Shares Par Value Capital Stock (Thousands of Dollars) Balance at December 31, 1994 37,612,351 $94,031 $363,063 Gain on reacquired 4% - - 117 preferred stock Restricted stock plan - - (136) Balance at December 31, 1995 37,612,351 94,031 363,044 Gain on reacquired 4% - - 83 preferred stock Restricted stock plan - - (102) Preferred stock redemption - - (728) Balance at December 31, 1996 37,612,351 94,031 362,297 Gain on reacquired 4% - - 104 preferred stock Restricted stock plan - - (73) Balance at December 31, 1997 37,612,351 $94,031 $362,328 As of December 31, 1997, the Company had 2,791,321 of its authorized but unissued shares of common stock reserved for future issuance under its Dividend Reinvestment and Stock Purchase Plan and Employee Savings Plan. The Company has a Shareowner Rights Plan (Plan) designed to ensure that all shareholders receive fair and equal treatment in the event of any proposal to acquire control of the Company. Under the Plan, the Company declared a distribution of one Preferred Stock Right (Right) for each of the Company's outstanding Common shares held on January 29, 1990 or issued thereafter. The Rights are currently not exercisable and will be exercisable only if a person or group (Acquiring Person) either acquires ownership of 20 percent or more of the Company's Voting Stock or commences a tender offer that would result in ownership of 20 percent or more. The Company may redeem the Rights at a price of $0.01 per Right anytime prior to acquisition by an Acquiring Person of a 20 percent position. Following the acquisition of a 20 percent position, each Right will entitle its holder, subject to regulatory approval, to purchase for $85 that number of shares of Common Stock or Preferred Stock having a market value of $170. If after the Rights become exercisable, the Company is acquired in a merger or other business combination, 50 percent or more of its consolidated assets or earnings power are sold or the Acquiring Person engages in certain acts of self-dealing, each Right entitles the holder to purchase for $85, shares of the acquiring company's Common Stock having a market value of $170. Any Rights that are or were held by an Acquiring Person become void if either of these events occurs. The Rights expire on January 11, 2000. 4. PREFERRED STOCK: The number of shares of preferred stock outstanding at December 31, 1997, 1996 and 1995 were as follows: Shares Outstanding at Call Price December 31, Per Share 1997 1996 1995 Preferred stock: Cumulative, $100 par value: 4% preferred stock (authorized 215,000 shares) 166,972 169,753 171,813 $104.00 Serial preferred stock, 7.68% Series (authorized 150,000 150,000 150,000 $102.97 (150,000 shares) Serial preferred stock, cumulative, without par value; total of 3,000,000 shares authorized: 8.375% Series, $100 stated value,(authorized 250,000 - - 250,000 shares) 7.07% Series, $100 stated value, (authorized 250,000 250,000 250,000 250,000 $103.535 to $100.00 shares) (a) Auction rate preferred stock, $100,000 stated 500 500 500 $100,000.00 value, (authorized 500 shares)(b) Total 567,472 570,253 822,313 (a) The preferred stock is not redeemable prior to July 1, 2003. (b) Dividend rate at December 31, 1997 was 4.29% and ranged between 3.93% and 4.29% during the year. During 1997, 1996 and 1995 the Company reacquired and retired 2,781; 2,060; and 2,743 shares of 4% preferred stock resulting in a net addition to premium on capital stock of $104,202; $82,900; and $117,346; respectively. As of December 31, 1997 the overall effective cost of all outstanding preferred stock was 5.66 percent. On November 7, 1996, the Company redeemed the $25,000,000 principal amount of 8.375% Series, serial preferred stock without par value, ($100 stated value) from proceeds of the issuance of $27,000,000 principal amount of secured medium term notes, Series B, 6.85%, Due 2002. The total cost was $26,395,000 which includes a premium of $1,395,000. The redemption premium plus the initial issuance expense of $303,547, was charged $728,541 to premium on capital stock and $970,000 to retained earnings. 5. LONG-TERM DEBT: The amount of first mortgage bonds issuable by the Company is limited to a maximum of $900,000,000 and by property, earnings and other provisions of the mortgage and supplemental indentures thereto. Substantially all of the electric utility plant is subject to the lien of the indenture. Pollution Control Revenue Bonds, Series 1984, due December 1, 2014, are secured by First Mortgage Bonds, Pollution Control Series A, which were issued by the Company and are held by a Trustee for the benefit of the bondholders. First mortgage bonds maturing during the five-year period ending 2002 are $30,000,000 in 1998, $0 in 1999, $80,000,000 in 2000, $30,000,000 in 2001 and $27,000,000 in 2002. 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 used to redeem the Company's $25,000,000 of 8.375% Series, Serial Preferred Stock, Without Par Value. On August 29, 1996, tax exempt Pollution Control Revenue Refunding Bonds were issued in principal amount of $68,100,000 Series 1996A, $24,200,000 Series 1996B and $24,000,000 Series 1996C. The proceeds were used to retire the $24,200,000 Pollution Control Revenue Bonds due 2003, $24,000,000 Pollution Control Revenue Bonds due 2007 and the $68,100,000 Pollution Control Revenue Bonds due 2013-2014. At December 31, 1997, 1996 and 1995 the overall effective cost of all outstanding first mortgage bonds and pollution control revenue bonds was 7.84 percent, 7.73 percent and 8.02 percent, respectively. 6. FINANCIAL INSTRUMENTS: Fair Value - The estimated fair value of the Company's financial instruments have been determined by the Company using available market information and appropriate valuation methodologies. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts. Cash and cash equivalents, customer and other receivables, notes payable, accounts payable, interest accrued, and taxes accrued are reported at their carrying value as these are a reasonable estimate of their fair value. The total estimated fair value of long-term debt was approximately $758,221,000 in 1997, $773,760,000 for 1996 and $731,168,000 for 1995. The total estimated fair value of investments and other property was $54,122,000 in 1997, $36,502,000 in 1996 and $16,826,000 in 1995. The estimated fair values for long-term debt and investments are based upon quoted market prices of the same or similar issues. 7. NOTES PAYABLE: At January 1, 1998, the Company had regulatory authority to incur up to $200,000,000 of short-term indebtedness. On December 19, 1996, the Company replaced its committed lines of credit arrangements with a $120,000,000 multi-year revolving credit facility, which will expire on December 19, 2001. Under this facility the Company pays a facility fee on the commitment, quarterly in arrears, based on the Company's First Mortgage Bond rating. Commercial paper may be issued in an amount not to exceed 25 percent of revenues for the latest twelve-month period subject to the $200,000,000 maximum described above and are supported by bank lines of credit of an equal amount. Balances and interest rates of short-term borrowings were as follows: Year Ended December 31, 1997 1996 1995 (Thousands of Dollars) Balance at end of year $57,516 $54,016 $53,020 Effective annual interest rate 6.1 % 5.7 % 6.0 % at end of year 8. 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 $3.1 million at December 31, 1997. The commitments are generally revocable by the Company subject to reimbursement of manufacturers' expenditures incurred and/or other termination charges. The Company is currently purchasing energy from 67 on-line cogeneration and small power production facilities with contracts ranging from 1 to 32 years. Under these contracts the Company is required to purchase all of the output from these facilities. During the fiscal year ended December 31, 1997, the Company purchased 935,347 (MWH) at a cost of $56.0 million. 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. 9. BENEFIT PLANS: Incentive Plans - The Company maintains annual incentive plans for its employees tied to corporate performance goals approved by the Compensation Committee of the Board of Directors. For the years 1997, 1996 and 1995 total incentive incurred for the plans was $6,313,078, $2,467,334 and $2,898,785, respectively. Restricted Stock Plan - The Company applies APB Opinion No. 25 and related interpretations in accounting for its plans. Statement of Financial Accounting Standards No. 123 "Accounting for Stock-Based Compensation" (SFAS 123) was issued and, if fully adopted, changes the method for recognition of cost on plans similar to those of the Company. Adoption of the fair value based method of accounting provisions of SFAS 123 is optional; however, proforma disclosures as if the Company adopted this method are required. In 1994 a Restricted Stock Plan ("Plan") approved by the Company's shareholders was implemented January 1, 1995 as an equity-based long-term incentive plan. At December 31, 1997, there were 370,000 shares of common stock reserved for the Plan. Grants are made to certain key employees. Each grant has a three- year restricted period with final award amounts depending on the attainment by the Company of a cumulative earnings per share performance goal. Restricted stock awards are compensatory awards and the Company accrues compensation expense (which is charged to operations) based upon the market value of the granted shares. For the years 1997, 1996 and 1995, total compensation accrued for the plan was $538,664, $184,153 and $91,200, respectively. A summary of restricted stock activity by the Company for the years 1997, 1996 and 1995 is as follows: 1997 1996 1995 Shares outstanding January 1, 18,140 9,120 - Shares granted in January 20,225 9,740 9,480 Shares forfeited - (720) (360) Shares issued - - - Shares outstanding - end of year 38,365 18,140 9,120 Weighted average fair value of stock on grant date $ 31.25 $ 30.25 $ 24.25 Had compensation cost for the Company's grants of restricted stock been determined consistent with the fair value based method provisions of SFAS 123, the Company's net income, earnings on common stock and earnings per share of common stock for 1997, 1996 and 1995 would not be significantly different from such amounts as reported. Pension Plan - The Company maintains a trusteed noncontributory defined benefit pension plan for all employees who work 1,000 hours or more during a calendar year. The benefits under the plan are based on years of service and the employee's final average earnings. The Company's policy is to fund with an independent corporate trustee at least the minimum required under the Employee Retirement Income Security Act of 1974 but not more than the maximum amount deductible for income tax purposes. The Company was not required to contribute to the plan in 1996 or 1997 but funded $5.9 million in 1995. The plan's assets held by the trustee consist primarily of listed stocks (both U.S. and foreign), fixed income securities and investment grade real estate. Deferred Compensation Plan - The Company has a nonqualified, deferred compensation plan for certain senior management employees and directors (Security Plan) that provides for supplemental retirement and death benefit payments to the participant and his or her family. The plan is being financed by life insurance policies, of which the Company is the beneficiary, with premiums being paid by the Company. These policies have accumulated cash values in excess of the projected benefit obligation and do not qualify as plan assets in the actuarial computation of the funded status. Based upon SFAS No. 87, "Employers' Accounting for Pensions", the Company has recorded a net liability of $24.7 million as of December 31, 1997. The following tables set forth the amounts recognized in the Company's financial statements and the funded status of both plans in accordance with accounting standard SFAS No. 87: Plan Costs for the Year 1997 1996 1995 Pension plan: (Thousands of Dollars) Service cost $ 6,152 $ 6,273 $ 5,167 Interest cost 14,445 13,647 12,998 Actual return on plan assets (37,730) (30,214) (45,990) Deferred gain (loss) on plan 17,643 12,230 31,489 assets Net cost $ 510 $ 1,936 $ 3,664 Approximate percentage included in 66 % 67 % 65 % operating expenses Net deferred compensation plan costs (gain) charged to other income (including $ (984) $ 794 $ 37 life insurance and SFAS No. 87 liability accrual) (a) (a) These charges to the Income Statement include gains from the company-owned life insurance policies of $3,409; $1,697 and $2,320 for 1997, 1996 and 1995, respectively. Funded status and significant assumptions as of December 31: Pension Plan Deferred Compensation Plan 1997 1996 1995 1997 1996 1995 (Thousands of Dollars) Actuarial present value of benefit obligations: Vested benefit $170,163 $155,3463 $145,334 $ 24,657 $ 21,840 $ 21,530 obligation Accumulated benefit obligation $175,779 $158,349 $150,688 $ 24,657 $ 21,840 $ 21,530 obligation Projected benefit $224,073 $202,049 $193,133 $ 25,067 $ 22,370 $ 22,111 obligation Plan assets at fair value 256,893 230,479 204,760 - - - Plan assets in excess of (or less than)projected 32,820 28,430 11,627 (25,067) (22,370) (22,111) benefit obligation Unrecognized net(gain) loss from past experience different (25,734) (20,995) (8,341) 5,569 4,376 4,389 from that assumed assumed Unrecognized prior service cost 5,093 5,517 5,941 (1,893) (2,762) (3,097) Unrecognized net (asset) obligation existing at date of initial (1,967) (2,230) (2,493) 4,601 5,214 5,827 adoption (19.5 year straight-line amortization) Minimum liability - - - (7,867) (6,298) (6,538) adjustment Net asset (liability) included in the $ 10,212 $ 10,722 $ 6,734 $(24,657) $(21,840) $(21,530) balance sheet Discount rate to compute projected benefit obligation 7.10% 7.35% 7.25% 7.10% 7.35% 7.25% Rate for future compensation 4.5 4.5 4.5 4.5 4.5 4.5 increases Expected long-term rate of return on plan assets 9.0 9.0 9.0 - - - Savings Plan - The Company has an Employee Savings Plan whereby, for each $1 of employee contribution up to 6 percent of their base salary the Company will match 100 percent of the first 2 percent employee contribution and 50 percent of the next 4 percent employee contribution, all such amounts to be invested by a trustee in any or all of seven investment options. The Company's contribution amounted to $2,411,324 in 1997, $2,285,904 in 1996 and $2,426,840 in 1995. Postretirement Benefits - The Company maintains a defined benefit postretirement plan (consisting of health care and life insurance) that covers all employees who were enrolled in the active group plan at the time of retirement, their spouses and qualifying dependents. The plan provides for payment of hospital services, physician services, prescription drugs, dental services and various other health services, some of which have annual or lifetime limits, after subtracting payments by Medicare or other providers and after a stated deductible and co-payments have been met. Participants become eligible for the benefits if they retire from the Company after reaching age 55 with 15 years of service or after 30 years of service. The plan is contributory with retiree contributions adjusted annually. For those retirees that were age 65 or older at December 31, 1992, the plan is noncontributory. The Company also provides life insurance of one times salary for pre-65 retirees and $20,000 for post-65 retirees with the retirees paying a portion of the cost. The following tables set forth the amounts recognized in the Company's financial statements for 1997, 1996 and 1995 and the funded status of the plan in accordance with SFAS No. 106, "Employers' Accounting for Postretirement Benefits other than Pensions", as of December 31: 1997 1996 1995 (Thousands of Dollars) Postretirement Benefit Cost: Service Cost $ 713 $ 794 $ 763 Interest Cost 3,029 3,172 3,571 Actual return on plan assets (1,511) (1,410) (1,116) Amortization of transition 2,040 2,040 2,040 obligation (20-year amortization) Net amortization and deferral (327) (57) - Regulatory assets - - 506 Voluntary severance program - - 64 Net cost $ 3,944 $ 4,539 $ 5,828 Funded Status: Accumulated postretirement benefit $(43,459) $(44,439) $(48,928) obligation (APBO) Plan assets at fair value 19,493 17,341 15,920 APBO in excess of plan assets (23,966) (27,098) (33,008) Unrecognized prior service cost (1,127) - - Unrecognized gain/losses (8,910) (6,496) 378 Unrecognized transition obligation 30,600 32,640 34,680 Prepaid/(accrued) postretirement $ (3,403) $ (954) $ 2,050 benefit cost Discount rate 7.35 % 7.50 % 7.50 % Medical and dental inflation rate 6.75 6.75 6.75 Long-term plan assets expected 9.0 9.0 9.0 return A one percent change in the medical inflation rate would change the APBO by 7.0 percent and the post retirement expense for 1997 by 8.7 percent. The Company has a retiree medical benefits funding program which consists of life insurance policies on active employees of which the Company is the beneficiary, and a qualified Voluntary Employees Beneficiary Association (VEBA) Trust. The net charge to other income for the life insurance policies was $462,000 in 1997, $1,390,800 in 1996 and $1,754,300 in 1995. The Company was not required to contribute to the plan in 1996 or 1997 but funded $916,200 in 1995 which was recorded as a prepayment. The VEBA trust represents plan assets which are invested in variable life insurance policies, Trust Owned Life Insurance (TOLI), on active employees. Inside buildup in the TOLI policies is tax deferred and tax free if the policy proceeds are paid to the Trust as death benefits. The investment return assumption reflects an expectation that investment income in the VEBA will be substantially tax free. Postemployment Benefits - The Company provides certain benefits to former or inactive employees, their beneficiaries, and covered dependents after employment but before retirement. The Company accrues for such post employment benefits. These benefits include salary continuation and related health care and life insurance for both long and short-term disability plans, workmen's compensation and health care for surviving spouse and dependent plan. The Company recognizes a deferred asset which represents future revenue expected to be realized at the time the post employment benefits are included in the Company's rates. The Company has recorded a liability of $3.1 million and a regulatory asset of $2.6 million which represents the costs associated with post employment benefits at December 31, 1997. The Company received an IPUC order authorizing the amortization of the regulatory asset over a 10-year period. 10. ELECTRIC PLANT IN SERVICE AND JOINTLY-OWNED PROJECTS: The following table sets out the major classifications of the Company's electric plant in service and accumulated provision for depreciation for the years 1997, 1996 and 1995. 1997 1996 1995 (Thousands of Dollars) Production $1,333,768 $1,323,090 $1,350,239 Transmission 378,190 371,123 330,812 Distribution 715,091 688,232 648,549 General and Other 178,648 155,120 152,230 Total In Service 2,605,697 2,537,565 2,481,830 Less accumulated provision 942,400 886,885 830,615 for depreciation In Service - Net $1,663,297 $1,650,680 $1,651,215 The Company is involved in the ownership and operation of three jointly-owned generating facilities. The Consolidated Statements of Income include the Company's proportionate share of direct operation and maintenance expenses applicable to the projects. Each facility and extent of Company participation as of December 31, 1997 are as follows: Company Ownership Electric Accumulated Name of Plant Location Plant In Provision for % MW Service Depreciation (Thousands of Dollars) Jim Bridger Rock Springs, $ 382,886 $ 178,781 33 693 Units 1-4 WY Boardman Boardman, OR 61,098 30,046 10 53 Valmy Units 1 Winnemucca, NV 299,763 121,140 50 261 and 2 The Company's wholly-owned subsidiary, IERCo, is a joint venturer in Bridger Coal Company, which operates the mine supplying coal for the Jim Bridger steam generation plant. Coal purchased by the Company from the joint venture amounted to $40,712,000 in 1997, $34,974,000 in 1996 and $44,278,000 in 1995. The Company has contracts to purchase the energy from five PURPA Qualified Facilities which are 50 percent owned by Ida-West. Power purchased from these facilities amounted to $ 9,776,000 in 1997 $8,953,000 in 1996 and $8,696,000 in 1995. INDEPENDENT AUDITORS' REPORT To The Board of Directors and Shareowners Idaho Power Company Boise, Idaho We have audited the accompanying consolidated financial statements of Idaho Power Company and its subsidiaries listed in the accompanying index to financial statements and financial statement schedule at Item 8. These financial statements and financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on the financial statements and financial statement schedule based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Idaho Power Company and subsidiaries at December 31, 1997, 1996 and 1995, and the results of their operations and their cash flows for the years then ended in conformity with generally accepted accounting principles. Also, in our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly in all material respects the information set forth therein. DELOITTE & TOUCHE LLP Portland, Oregon January 30, 1998 IDAHO POWER COMPANY SUPPLEMENTAL FINANCIAL INFORMATION, UNAUDITED QUARTERLY FINANCIAL DATA: The following unaudited information is presented for each quarter of 1997, 1996 and 1995 (in thousands of dollars, except for per share amounts). In the opinion of the Company, all adjustments necessary for a fair statement of such amounts for such periods have been included. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year. Accordingly, earnings information for any three-month period should not be considered as a basis for estimating operating results for a full fiscal year. Amounts are based upon quarterly statements and the sum of the quarters may not equal the annual amount reported. Quarter Ended March 31 June 30 September December 30 31 1997 Revenues $155,447 $166,975 $217,174 $208,908 Income from operations 59,073 41,778 43,877 40,025 Income taxes 16,361 9,126 10,715 10,270 Net income 30,380 20,042 21,141 20,715 Dividends on preferred 1,394 665 1,422 1,696 stock Earnings on common stock 28,986 19,377 19,719 19,019 Earnings per share of 0.77 0.52 0.52 0.51 common stock 1996 Revenues 146,629 140,384 149,652 141,781 Income from operations 58,489 46,741 41,780 40,161 Income taxes 17,466 12,828 11,597 10,201 Net income 30,211 23,033 19,151 18,225 Dividends on preferred 1,952 1,927 1,954 1,632 stock Earnings on common stock 28,259 21,106 17,197 16,593 Earnings per share of 0.75 0.56 0.45 0.44 common stock 1995 Revenues 131,336 130,254 148,726 135,306 Income from operations 46,552 38,681 45,637 45,122 Income taxes 14,234 10,951 12,442 10,786 Net income 20,727 17,588 23,771 24,833 Dividends on preferred 2,026 2,006 1,976 1,982 stock Earnings on common stock 18,701 15,582 21,795 22,851 Earnings per share of 0.50 0.41 0.58 0.61 common stock ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None PART III Part III has been omitted because the registrant will file a definitive proxy statement pursuant to Regulation 14A, which involves the election of Directors, with the Commission within 120 days after the close of the fiscal year portions of which are hereby incorporated by reference (except for information with respect to executive officers which is set forth in Part I hereof). PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE AND REPORTS ON FORM 8-K (a) Please refer to Item 8, "Financial Statements and Supplementary Data" for a complete listing of all consolidated financial statements and financial statement schedule. (b) Reports on SEC Form 8-K. No reports on Form 8-K were filed during the three months ended December 31, 1997. (c) Exhibits. *Previously Filed and Incorporated Herein by Reference Exhibit File Number As 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)(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)(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), as filed with the Secretary of State of Idaho on June 30, 1993. Exhibit File Number As Exhibit *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)). Exhibit File Number As Exhibit *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). *4(e)(i) Amendment, dated as of January 30, 1998, related to agreement filed as exhibit 4(e). *4(f) Agreement and Plan of Exchange dated as of February 2, 1998 between Idaho Power Company, and Idaho Power Holding Company. *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. Exhibit File Number As Exhibit *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 Coal Form 10-Q Sales Agreement, dated January 1, for 3/31/96 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 and for for 1994 Directors-a non-qualified, deferred compensation plan effective November 30, 1994. Exhibit File Number As Exhibit *10(n)(ii)1 1-3198 10(n)(ii) The Executive Annual Incentive Plan Form 10-K for senior management employees for 1994 effective January 1, 1995. *10(n)(iii)1 1-3198 10(n)(iii) The 1994 Restricted Stock Plan for Form 10-K officers and key executives for 1994 effective July 1, 1994. *10(n)(iv)1 1-3198 10(n)(iv) The Revised Security Plans for Form 10-K Senior Management Employees and for for 1996 Directors-a non-qualified, deferred compensation plan effective August 1, 1996. *10(o) 33-65720 10(f) Residential Purchase and Sale Agreement, dated August 22, 1981, among the United States of America 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. *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. 1 Compensatory Plan Exhibit File Number As Exhibit *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 substation Form 10-Q dated October 4, 1995, between the for 9/30/95 Company and Micron Technology, Inc. 10(y) Executive Employment Agreement dated November 20, 1996 between Idaho Power Company and Richard R. Riazzi. 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. 21 Subsidiaries of Registrant. 23 Independent Auditors' Consent. 27 Financial Data Schedule. IDAHO POWER COMPANY SCHEDULE II - CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS Years Ended December 31, 1997, 1996 and 1995 Column A Column Column C Column D Column E B Additions Charged Balance At Charged (Credited) Balance At Beginning to to Other Deduction (1) End of Period Classification Of Period Income Accounts (Thousands of Dollars) 1997: Reserves Deducted From Applicable Assets: Reserve for $ 1,394 $ - $ 3,384 (2) $ 3,381 $ 1,397 uncollectible accounts Other Reserves: Injuries and $ 1,500 $ - $ - $ - $ 1,500 damages reserve Miscellaneous operating reserves $ 6,648 $ 763 $11,112 $ 1,395 $17,128 1996: Reserves Deducted From Applicable Assets: Reserve for uncollectible accounts $ 1,397 $ - $ 3,003 (2) $ 3,006 $ 1,394 Other Reserves: Injuries and damages reserve $ 1,500 $ - $ - $ - $ 1,500 Miscellaneous operating reserves $ 1,143 $ 829 $ 4,874 $ 198 $ 6,648 1995: Reserves Deducted From Applicable Assets: Reserve for uncollectible accounts $ 1,377 $ 217 $ 2,927 (2) $ 3,124 $ 1,397 Other Reserves: Injuries and damages reserves $ 1,500 $ 1,364 $ - $ 1,364 $ 1,500 Miscellaneous operating reserve $ 940 $ 460 $ (176) $ 81 $ 1,143 Notes: (1) Represents deductions from the reserves for purposes for which the reserves were created. (2) Represents collections of accounts previously written off. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. IDAHO POWER COMPANY (Registrant) March 12, 1998 By: /s/Joseph W. Marshall Joseph W. Marshall Chairman of the Board and Chief Executive Officer and Director Pursuant to the requirements of the Securities Exchange Act of 1934, this report is signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. By: /s/Joseph W. Marshall Chairman of the Board and March 12,1998 Joseph W. Marshall Chief Executive Officer and Director By: /s/Jan B. Packwood President and Chief " Jan B. Packwood Operating Officer and Director By: /s/J. LaMont Keen Vice President, Chief " J. LaMont Keen Financial Officer and Treasurer (Principal Financial and Accounting Officer) By: /s/Robert D. Bolinder By: /s/Evelyn Loveless " Robert D. Bolinder Evelyn Loveless Director Director By: /s/Roger L. Breezley By: /s/Jon H. Miller " Roger L. Breezley Jon H. Miller Director Director By: /s/John B. Carley By: /s/Peter S. O'Neill " John B. Carley Peter S. O'Neill Director Director By: /s/Peter T. Johnson By: /s/Gene C. Rose Peter T. Johnson Gene C. Rose Director Director By: /s/Jack K. Lemley By: /s/Phil Soulen " Jack K. Lemley Phil Soulen Director Director EXHIBIT INDEX Exhibit Page Number Number 4(e)(i) Amendment, dated as of 68 January 30, 1998, related to agreement filed as exhibit 4(e). 4(f) Agreement and Plan of 70 Exchange dated February 2, 1998 between Idaho Power Company, and Idaho Power Holding Company. 10(y) Executive Employment 75 Agreement dated November 20, 1996 between Idaho Power Company and Richard Riazzi. 12 Statement Re: Computation of 97 Ratio of Earnings to Fixed Charges 12(a) Statement Re: Computation of 98 Supplemental Ratio of Earnings to Fixed Charges 12(b) Statement Re: Computation of 99 Ratio of Earnings to Combined Fixed Charges and Preferred Dividend Requirements 12(c) Statement Re: Computation of 100 Supplemental Ratio of Earnings to Combined Fixed Charges and Preferred Dividend Requirements. 21 Subsidiaries of Registrant 101 23 Independent Auditors' 102 Consent. 27 Financial Data Schedule 103