UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2000 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Exact name of registrants as specified Commission in their charters, state of I.R.S. File incorporation, address of Employer Number principal executive offices, Identification and telephone number Number 1-14465 IDACORP, Inc. 82-0505802 1-3198 Idaho Power Company 82-0130980 1221 W. Idaho Street Boise, ID 83702-5627 Telephone: (208) 388-2200 State of Incorporation: Idaho Web site: www.idacorpinc.com None Former name, former address and former fiscal year, if changed since last report. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Number of shares of Common Stock outstanding as of March 31, 2000: IDACORP, Inc.: 37,612,351 Idaho Power Company: 37,612,351 shares, all of which are held by IDACORP, Inc. INDEX Page Definitions 2 Part I. Financial Information: Item 1. Financial Statements IDACORP, Inc.: Consolidated Statements of Income 3 Consolidated Balance Sheets 4-5 Consolidated Statements of Capitalization 6 Consolidated Statements of Cash Flows 7 Consolidated Statements of Comprehensive 8 Income Notes to Consolidated Financial Statements 9-13 Independent Accountants' Report 14 Idaho Power Company: Consolidated Statements of Income 15 Consolidated Balance Sheets 16- 17 Consolidated Statements of Capitalization 18 Consolidated Statements of Cash Flows 19 Consolidated Statements of Comprehensive 20 Income Notes to Consolidated Financial Statements 21-22 Independent Accountants' Report 23 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 24-28 Part II. Other Information: Item 6. Exhibits and Reports on Form 8-K 29-32 Signatures 33-34 DEFINITIONS FASB - Financial Accounting Standards Board FERC - Federal Energy Regulatory Commission IPUC - Idaho Public Utilities Commission kWh - kilowatt-hour MAF - Million Acre-Feet MMbtu - Million British Thermal Units MWh - Megawatt-hour OPUC - Oregon Public Utility Commission PCA - Power Cost Adjustment PUCN - Public Utility Commission of Nevada REA - Rural Electrification Administration SFAS - Statement of Financial Accounting Standards FORWARD LOOKING INFORMATION This Form 10-Q contains "forward-looking statements" intended to qualify for safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. Forward-looking statements should be read with the cautionary statements and important factors included in this Form 10-Q at Part I, Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations-Forward-Looking Information. Forward- looking statements are all statements other than statements of historical fact, including without limitation those that are identified by the use of the words "anticipates," "estimates," "expects," "intends," "plans," "predicts," and similar expressions. PART I - FINANCIAL INFORMATION Item 1. Financial Statements IDACORP, Inc. Consolidated Statements of Income Three Months Ended March 31, 2000 1999 (Thousands of Dollars except for per share amounts) REVENUES: General business $ 123,213 $ 129,692 Off system sales 35,925 37,510 Other revenues 7,195 6,947 Total revenues 166,333 174,149 EXPENSES: Operation: Purchased power 12,890 17,888 Fuel expense 24,659 22,020 Power cost adjustment 3,258 9,007 Other 35,236 32,767 Maintenance 9,010 7,883 Depreciation 19,887 19,171 Taxes other than income taxes 5,427 5,584 Total expenses 110,367 114,320 INCOME FROM OPERATIONS 55,966 59,829 OTHER INCOME: Allowance for equity funds used during construction 456 157 Gain on sale of asset 14,000 - Energy marketing activities - Net 8,523 748 Other - Net 3,430 2,235 Total other income 26,409 3,140 INTEREST EXPENSE AND OTHER: Interest on long-term debt 13,162 13,395 Other interest 2,697 2,229 Allowance for borrowed funds used during construction (487) (224) Preferred dividends of Idaho Power Company 1,428 1,368 Total interest expense and other 16,800 16,768 INCOME BEFORE INCOME TAXES 65,575 46,201 INCOME TAXES 23,496 16,700 NET INCOME $ 42,079 29,501 AVERAGE COMMON SHARES OUTSTANDING (000) 37,612 37,612 EARNINGS PER SHARE OF COMMON STOCK (basic and diluted) $ 1.12 $ 0.78 The accompanying notes are an integral part of these statements. IDACORP, Inc. Consolidated Balance Sheets Assets March 31, December 31, 2000 1999 (Thousands of Dollars) ELECTRIC PLANT: In service (at original cost) $2,738,386 $2,726,026 Accumulated provision for depreciation (1,091,961) (1,073,722) In service - Net 1,646,425 1,652,304 Construction work in progress 100,642 91,637 Held for future use 1,742 1,742 Electric plant - Net 1,748,809 1,745,683 INVESTMENTS AND OTHER PROPERTY 154,074 146,019 CURRENT ASSETS: Cash and cash equivalents 39,693 111,338 Receivables: Customer 103,700 98,923 Allowance for uncollectible accounts (1,397) (1,397) Notes 6,941 4,353 Employee notes 4,298 4,105 Other 6,525 7,764 Energy marketing assets 105,800 37,398 Accrued unbilled revenues 26,206 31,994 Materials and supplies (at average cost) 31,519 29,611 Fuel stock (at average cost) 8,693 9,329 Prepayments 17,715 16,097 Regulatory assets associated with income taxes 4,723 893 Total current assets 354,416 350,408 DEFERRED DEBITS: American Falls and Milner water rights 31,585 31,585 Company-owned life insurance 39,046 40,480 Regulatory assets associated 208,341 214,782 with income taxes Regulatory assets - other 47,996 52,759 Other 55,905 55,277 Total deferred debits 382,873 394,883 TOTAL $2,640,172 $2,636,993 The accompanying notes are an integral part of these statements. IDACORP, Inc. Consolidated Balance Sheets Capitalization and Liabilities March 31, December 31, 2000 1999 (Thousands of Dollars) CAPITALIZATION: Common stock equity: Common stock without par value (shares authorized 120,000,000; shares outstanding - 37,612,351) $ 451,121 $ 451,343 Retained earnings 324,716 300,093 Accumulated other comprehensive income 1,671 1,534 Total common stock equity 777,508 752,970 Preferred stock of Idaho Power Company 105,667 105,811 Long-term debt 824,142 821,558 Total capitalization 1,707,317 1,680,339 CURRENT LIABILITIES: Long-term debt due within one year 8,125 89,101 Notes payable 11,929 19,757 Accounts payable 127,214 145,737 Energy marketing liabilities 98,245 33,814 Taxes accrued 45,784 21,313 Interest accrued 18,339 19,126 Deferred income taxes 4,723 893 Other 16,021 16,696 Total current liabilities 330,380 346,437 DEFERRED CREDITS: Regulatory liabilities associated with deferred investment tax credits 67,087 67,433 Deferred income taxes 423,677 430,468 Regulatory liabilities associated with income taxes 34,785 33,817 Regulatory liabilities - other 3,365 3,363 Other 73,561 75,136 Total deferred credits 602,475 610,217 COMMITMENTS AND CONTINGENT LIABILITIES TOTAL $2,640,172 $2,636,993 The accompanying notes are an integral part of these statements. IDACORP, Inc. Consolidated Statements of Capitalization March 31, December 31, 2000 % 1999 % (ThousandS of Dollars) COMMON STOCK EQUITY: Common stock $ 451,121 $ 451,343 Retained earnings 324,716 300,093 Accumulated other comprehensive income 1,671 1,534 Total common stock equity 777,508 46 752,970 45 PREFERRED STOCK OF IDAHO POWER COMPANY: 4% preferred stock 15,667 15,811 7.68% Series, serial preferred stock 15,000 15,000 7.07% Series, serial preferred stock 25,000 25,000 Auction rate preferred stock 50,000 50,000 Total preferred stock 105,667 6 105,811 6 LONG-TERM DEBT: First mortgage bonds: 8.65 %Series due 2000 - 80,000 6.93 %Series due 2001 30,000 30,000 6.85 %Series due 2002 27,000 27,000 6.40 %Series due 2003 80,000 80,000 8 %Series due 2004 50,000 50,000 5.83 %Series due 2005 60,000 60,000 7.2 %Series due 2009 80,000 80,000 Maturing 2021 through 2031 with rates ranging from 7.5% to 9.52% 230,000 230,000 Total first mortgage bonds 557,000 637,000 Amount due within one year - (80,000) Net first mortgage bonds 557,000 557,000 Pollution control revenue bonds: 7 1/4%Series due 2008 4,360 4,360 8.30 %Series 1984 due 2014 49,800 49,800 6.05 %Series 1996A due 2026 68,100 68,100 Variable Rate Series 1996B due 2026 24,200 24,200 Variable Rate Series 1996C due 2026 24,000 24,000 Total pollution control revenue bonds 170,460 170,460 REA notes 1,396 1,415 Amount due within one year (77) (76) Net REA notes 1,319 1,339 American Falls bond guarantee 19,885 19,885 Milner Dam note guarantee 11,700 11,700 Unamortized premium/discount - Net (1,420) (1,441) Debt related to investments in affordable housing with rates ranging from 6.03% - 8.77% due 2000 to 2010 72,782 71,183 Amount due within one year (8,048) (9,025) Net affordable housing debt 64,734 62,158 Other subsidiary debt 464 457 Total long-term debt 824,142 48 821,558 49 TOTAL CAPITALIZATION $1,707,317 100 $1,680,339 100 The accompanying notes are an integral part of these statements. IDACORP, Inc. Consolidated Statements of Cash Flows Three Months Ended March 31, 2000 1999 (Thousands of Dollars) OPERATING ACTIVITIES: Net income $ 42,079 $ 29,501 Adjustments to reconcile net income to net cash provided by operating activities: Unrealized gains from (3,971) (3,199) energy marketing activities Gain on sale of asset (14,000) - Depreciation and amortization 24,144 23,383 Deferred taxes and investment tax credits 182 (489) Accrued PCA costs 3,112 12,185 Change in: Accounts receivable and prepayments (7,937) (26,640) Accrued unbilled revenue 5,788 7,874 Materials and supplies and fuel stock (1,272) (3,029) Accounts payable (18,523) (6,715) Taxes accrued 24,471 19,718 Other current assets and liabilities (1,462) 939 Other - net (5,681) (6,408) Net cash provided by operating activities 46,930 47,120 INVESTING ACTIVITIES: Additions to utility plant (24,826) (21,637) Investments in affordable housing projects (6,817) (2,906) Proceeds from sale of asset 17,500 - Investments in Company - owned life insurance 183 (7,332) Other - net (551) 5,317 Net cash used in investing activities (14,511) (26,558) FINANCING ACTIVITIES: Proceeds from issuance of: Long-term debt related to 4,335 - affordable housing projects Retirement of: Long-term debt related to affordable housing projects (2,736) - First mortgage bonds (80,000) - Dividends on common stock (17,456) (17,468) Decrease in short-term borrowings (7,828) (11,812) Other - net (379) (1,279) Net cash used in financing activities (104,064) (30,559) Net decrease in cash and cash equivalents (71,645) (9,997) Cash and cash equivalents at beginning of period 111,338 22,867 Cash and cash equivalents at end of period $ 39,693 $ 12,870 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the period for: Income taxes $ 2,424 $ 514 Interest (net of amount capitalized) $ 16,075 $ 14,844 The accompanying notes are an integral part of these statements IDACORP, Inc. Consolidated Statements of Comprehensive Income Three Months Ended March 31, 2000 1999 (Thousands of Dollars) NET INCOME $ 42,079 $ 29,501 OTHER COMPREHENSIVE INCOME: Unrealized gains on securities (net of tax of $90) 138 - TOTAL COMPREHENSIVE INCOME $ 42,217 $ 29,501 The accompanying notes are an integral part of these statements IDACORP, Inc. Notes to Consolidated Financial Statements 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Nature of Business IDACORP, Inc. (IDACORP or the Company), is a holding company whose principal operating subsidiary is Idaho Power Company (IPC). IPC is regulated by the FERC and the state regulatory commissions of Idaho, Oregon, Nevada and Wyoming and is engaged in the generation, transmission, distribution, sale and purchase of electric energy. Financial Statements In the opinion of the Company, the accompanying unaudited consolidated financial statements contain all adjustments necessary to present fairly its consolidated financial position as of March 31, 2000, and its consolidated results of operations for the three months ended March 31, 2000 and 1999 and cash flows for the three months ended March 31, 2000 and 1999. These financial statements do not contain the complete detail or footnote disclosure concerning accounting policies and other matters that would be included in full year financial statements and therefore they should be read in conjunction with the Company's audited consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 1999. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned or controlled subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. Investments in business entities in which the Company and its subsidiaries do not have control, but have the ability to exercise significant influence over operating and financial policies, are accounted for using the equity method. Derivative Financial Instruments The Company uses financial instruments such as commodity futures, forwards, options and swaps to manage exposure to commodity price risk in the electricity and natural gas markets. The objective of the Company's risk management program is to mitigate the risk associated with the purchase and sale of electricity and natural gas as well as to optimize its energy marketing portfolio. The accounting for derivative financial instruments that are used to manage risk is in accordance with the concepts established in SFAS No. 80, "Accounting for Futures Contracts," American Institute of Certified Public Accountants Statement of Position 86-2, "Accounting for Options," and Emerging Issues Task Force (EITF) 98-10, "Accounting for Contracts Involved in Energy Trading Activities." EITF 98-10 was adopted effective January 1, 1999 resulting in an adjustment to net income that was not material. Energy trading contracts as defined by EITF 98-10 are reported at fair value on the balance sheet with the resulting gains and losses reported on the income statement. Cash flows from energy trading contracts are recognized in the statement of cash flows as an operating activity. Reclassifications Certain items previously reported for periods prior to March 31, 2000 have been reclassified to conform with the current period's presentation. Net income was not affected by these reclassifications. 2. INCOME TAXES The Company's effective tax rate for the first three months decreased from 36.2 percent in 1999 to 35.8 percent in 2000. Reconciliations between the statutory income tax rate and the effective rates are as follows (in thousands of dollars): Three Months Ended March 31, 2000 1999 Amount Rate Amount Rate Computed income taxes based on statutory federal income tax rate $ 22,951 35.0% $ 16,170 35.0 % Changes in taxes resulting from: Investment tax credits (771) (1.2) (739) (1.6) Repair allowance (700) (1.1) (525) (1.1) Pension expense (479) (0.7) 21 0.1 State income taxes 2,993 4.6 2,438 5.3 Depreciation 1,693 2.6 1,360 2.9 Affordable housing tax credits (2,539) (3.9) (2,272) (4.9) Preferred dividends of IPC 500 0.8 479 1.0 Other (152) (0.3) (232) (0.5) Total provision for federal and state income taxes $ 23,496 35.8% $ 16,700 36.2 % 3. PREFERRED STOCK OF IDAHO POWER COMPANY: The number of shares of IPC preferred stock outstanding were as follows: March 31, December 31, 2000 1999 Cumulative, $100 par value: 4% preferred stock (authorized 215,000 shares) 156,674 158,112 Serial preferred stock, 7.68% Series (authorized 150,000 shares) 150,000 150,000 Serial preferred stock, cumulative, without par value; total of 3,000,000 shares authorized: 7.07% Series, $100 stated value, (authorized 250,000 shares) 250,000 250,000 Auction rate preferred stock, $100,000 stated value, (authorized 500 shares) 500 500 4. FINANCING: The Company currently has a $300.0 million shelf registration statement that can be used for the issuance of unsecured debt securities and preferred or common stock. At March 31, 2000, none had been issued. On March 23, 2000, IPC filed a $200.0 million shelf registration statement that can be used for first mortgage bonds (including medium term notes), unsecured debt, or preferred stock. On January 1, 2000, IPC redeemed at maturity, $80.0 million 8.65% First Mortgage Bonds using funds from issuance of $80.0 million Secured Medium Term Notes, Series B, 7.20% issued on November 23, 1999. On April 26, 2000, IPC issued $19.9 million of variable rate bonds due February 1, 2025. Proceeds from this issuance were used to retire $19.9 million of the American Falls bond guarantee debt. 5. COMMITMENTS AND CONTINGENT LIABILITIES: Commitments under contracts and purchase orders relating to the Company's program for construction and operation of facilities amounted to approximately $8.8 million at March 31, 2000. The commitments are generally revocable by the Company subject to reimbursement of manufacturers' expenditures incurred and/or other termination charges. The Company is party to various legal claims, actions, and complaints, certain of which involve material amounts. Although the Company is unable to predict with certainty whether or not it will ultimately be successful in these legal proceedings, or, if not, what the impact might be, based upon the advice of legal counsel, management presently believes that disposition of these matters will not have a material adverse effect on the Company's financial position, results of operation, or cash flows. 6. REGULATORY ISSUES: Power Cost Adjustment (PCA) IPC has a PCA mechanism that provides for annual adjustments to the rates charged to Idaho retail customers. These adjustments, which take effect annually on May 16, are based on forecasts of net power supply costs and the true-up of the prior year's forecast. The difference between the actual costs incurred and the forecasted costs is deferred, with interest, and trued-up in the next annual rate adjustment. IPC has filed its request to implement its May 16, 2000 rate adjustment, which, if approved, will increase Idaho general business customer rates by 9.5 percent. The increase results from projected below-average hydroelectric generating conditions. Overall, IPC's annual general business revenues are expected to increase by $38.0 million during the 2000-2001 PCA rate period. For the 1999-2000 PCA rate period, actual power supply costs have been less than forecast, due to actual hydroelectric generating conditions being more favorable than forecast. To account for these lower-than-expected costs, IPC has recorded a regulatory asset with a credit balance of $5.0 million as of March 31, 2000. Regulatory Settlement On March 28, 2000 IPC submitted the 1999 annual earnings sharing compliance filing to the IPUC. This filing indicated that there was almost $9.7 million in 1999 earnings and $2.7 million in unused 1998 balances available for the benefit of IPC's Idaho customers. On December 30, 1999, IPC filed with the IPUC to set aside $5.4 million of 1999 revenue sharing dollars to continue participation in Northwest Energy Efficiency Alliance (NEEA) for the years 2000 - 2004. The IPUC approved the continued participation by Order No. 28333, and ordered IPC to set aside the funds in a reserve until payments are required. DSM (Conservation) Expenses IPC has obtained changes to the regulatory treatment of previously deferred DSM expenses in both Idaho and Oregon. In Idaho, IPC requested that the IPUC allow for the recovery of post-1993 DSM expenses and acceleration of the recovery of DSM expenditures authorized in the last general rate case. In its Order No. 27660 issued on July 31, 1998, the IPUC set a new amortization period of 12 years instead of the 24-year period previously adopted. The IPUC order reflects an increase in annual Idaho retail revenue requirements of $3.1 million. A group of industrial customers appealed the IPUC order to the Idaho Supreme Court. The Idaho Supreme Court issued its opinion on April 17, 2000 affirming the IPUC order. If the Court does not receive a petition for reconsideration within 21 days of the issuance of the opinion, the opinion will be final. In Oregon, the OPUC authorized a five-year amortization of the Oregon-allocated share of DSM expenditures incurred through 1997. The charge commenced in 1998 and recovers approximately $540,000 per year. 7. NEW ACCOUNTING PRONOUNCEMENT: In June 1998 the FASB issued SFAS No. 133 "Accounting for Derivative Instruments and Hedging Activities." This statement establishes accounting and reporting standards for derivative financial instruments and other similar instruments and for hedging activities. It was originally effective for fiscal years beginning after June 15, 1999. In June 1999 the FASB issued SFAS No. 137 "Accounting for Derivative Instruments and Hedging Activities - Deferral of the Effective Date of FASB Standard No. 133", which defers the effective date of SFAS No. 133 one year. The Company is reviewing SFAS No. 133 to determine its effects on the Company's financial position and results of operations. The Company expects to adopt this standard by January 1, 2001. 8. DERIVATIVE FINANCIAL INSTRUMENTS: The following table shows a summary of the notional amounts of the Company's forward exposure as of March 31, 2000. The maximum term related to any forward position is five years. Gas Electricity MMBTU's MWh's Payable 74,176 7,834 Receivable 77,190 9,094 Swaps 80,678 - The following table displays the fair values of the Company's energy marketing assets and liabilities at March 31, 2000, and the average values for the quarter ended March 31, 2000 (in thousands of dollars): Balance at 1st Quarter March 31, 2000 Average Balance Assets Liabilities Assets Liabilities Gas $ 42,414 $ 42,586 $ 23,618 $ 23,583 Electricity 63,386 55,659 45,670 39,250 Total $105,800 $ 98,245 $ 69,288 $ 62,833 Notional amounts listed above reflect the volume of energy related to transactions with counterparties, but do not measure exposure to market or credit risks. The maximum term detailed above also is not indicative of likely future cash flows as positions may be offset in the markets at any time to meet risk management guidelines. 9. INDUSTRY SEGMENT INFORMATION: IDACORP's principal operating segment is the regulated utility operations of IPC. IPC's primary business is the generation, transmission, distribution, purchase and sale of electricity. Substantially all of the Company's revenue comes from the sale of electricity and related services, predominately in the United States. The Company also markets electricity and natural gas, energy related products and services, clean-energy products, including fuel cell and photovoltaic systems, and home security, internet and satellite television services, and manages and develops independent power projects. The following table summarizes IDACORP's segment information: IPC Total Utility Other Enterprise (Thousands of Dollars) Three months ended March 31, 2000: Revenues $ 166,333 $ - $ 166,333 Net income 24,993 17,086 42,079 Total assets at March 31, 2000 2,317,980 322,192 2,640,172 Three months ended March 31, 1999: Revenues $ 174,149 $ - $ 174,149 Net income 26,754 2,747 29,501 Total assets at December 31, 1999 2,355,907 281,086 2,636,993 INDEPENDENT ACCOUNTANTS' REPORT IDACORP, Inc. Boise, Idaho We have reviewed the accompanying consolidated balance sheet and statement of capitalization of IDACORP, Inc. and subsidiaries as of March 31, 2000, and the related consolidated statements of income, comprehensive income, and cash flows for the three-month periods ended March 31, 2000 and 1999. These financial statements are the responsibility of the Company's management. We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and of making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with auditing standards generally accepted in the United States of America, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to such consolidated financial statements for them to be in conformity with accounting principles generally accepted in the United States of America. We have previously audited, in accordance with auditing standards generally accepted in the United States of America, the consolidated balance sheet and statement of capitalization of IDACORP, Inc. and subsidiaries as of December 31, 1999, and the related consolidated statements of income, comprehensive income, retained earnings, and cash flows for the year then ended (not presented herein); and in our report dated January 31, 2000, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet and statement of capitalization as of December 31, 1999 is fairly stated, in all material respects, in relation to the consolidated balance sheet and statement of capitalization from which it has been derived. DELOITTE & TOUCHE LLP Boise, Idaho April 28, 2000 Idaho Power Company Consolidated Statements of Income Three Months Ended March 31, 2000 1999 (Thousands of Dollars) REVENUES: General business $ 123,213 $ 129,692 Off system sales 35,925 37,510 Other revenues 7,195 6,947 Total revenues 166,333 174,149 EXPENSES: Operation: Purchased power 12,890 17,888 Fuel expense 24,659 22,020 Power cost adjustment 3,258 9,007 Other 35,236 32,767 Maintenance 9,010 7,883 Depreciation 19,887 19,171 Taxes other than income taxes 5,427 5,584 Total expenses 110,367 114,320 INCOME FROM OPERATIONS 55,966 59,829 OTHER INCOME: Allowance for equity funds used during construction 456 157 Energy marketing activities - Net 7,724 726 Other - Net 4,726 1,952 Total other income 12,906 2,835 INTEREST CHARGES: Interest on long-term debt 13,132 13,360 Other interest 1,478 2,162 Allowance for borrowed funds used during construction (487) (224) Total interest charges 14,123 15,298 INCOME BEFORE INCOME TAXES 54,749 47,366 INCOME TAXES 21,024 16,582 NET INCOME 33,725 30,784 Dividends on preferred stock 1,428 1,368 EARNINGS ON COMMON STOCK $ 32,297 $ 29,416 The accompanying notes are an integral part of these statements. Idaho Power Company Consolidated Balance Sheets Assets March 31, December 31, 2000 1999 (Thousands of Dollars) ELECTRIC PLANT: In service (at original cost) $2,738,386 $2,726,026 Accumulated provision for depreciation (1,091,961) (1,073,722) In service - Net 1,646,425 1,652,304 Construction work in progress 100,629 88,348 Held for future use 1,742 1,742 Electric plant - Net 1,748,796 1,742,394 INVESTMENTS AND OTHER PROPERTY 26,601 117,759 CURRENT ASSETS: Cash and cash equivalents 6,612 95,038 Receivables: Customer 90,813 83,412 Allowance for uncollectible (1,397) (1,397) accounts Notes 2,856 345 Employee notes 4,298 4,105 Related parties - 195 Other 3,866 7,095 Energy marketing assets 63,385 29,096 Accrued unbilled revenues 26,206 31,994 Materials and supplies (at average cost) 27,125 28,960 Fuel stock (at average cost) 8,693 9,329 Prepayments 17,556 16,054 Regulatory assets associated with income taxes 4,723 893 Total current assets 254,736 305,119 DEFERRED DEBITS: American Falls and Milner water rights 31,585 31,585 Company-owned life insurance 39,046 40,480 Regulatory assets associated with income taxes 208,341 214,782 Regulatory assets - other 47,996 52,759 Other 53,061 54,496 Total deferred debits 380,029 394,102 TOTAL $2,410,162 $2,559,374 The accompanying notes are an integral part of these statements. Idaho Power Company Consolidated Balance Sheets Capitalization and Liabilities March 31, December 31, 2000 1999 (Thousands of Dollars) CAPITALIZATION: Common stock equity: Common stock, $2.50 par value (50,000,000 shares authorized; 37,612,351 shares outstanding) $ 94,031 $ 94,031 Premium on capital stock 362,251 362,203 Capital stock expense (3,816) (3,819) Retained earnings 266,932 274,181 Accumulated other comprehensive income 1,671 1,534 Total common stock equity 721,069 728,130 Preferred stock 105,667 105,811 Long-term debt 758,944 821,558 Total capitalization 1,585,680 1,655,499 CURRENT LIABILITIES: Long-term debt due within one 77 89,101 year Notes payable 10,950 19,757 Accounts payable 78,549 95,125 Notes and accounts payable to 6,555 10,076 related parties Energy marketing liabilities 55,660 25,594 Taxes accrued 43,350 21,773 Interest accrued 15,339 19,122 Deferred income taxes 4,723 893 Other 15,537 16,069 Total current liabilities 230,740 297,510 DEFERRED CREDITS: Regulatory liabilities associated with deferred investment tax credits 67,087 67,433 Deferred income taxes 417,208 428,923 Regulatory liabilities associated with income taxes 34,785 33,817 Regulatory liabilities - other 3,365 3,363 Other 71,297 72,829 Total deferred credits 593,742 606,365 COMMITMENTS AND CONTINGENT LIABILITIES TOTAL $2,410,162 $2,559,374 The accompanying notes are an integral part of these statements. Idaho Power Company Consolidated Statements of Capitalization March 31, December 31, 2000 % 1999 % (Thousands of Dollars) COMMON STOCK EQUITY: Common stock $ 94,031 $ 94,031 Premium on capital stock 362,251 362,203 Capital stock expense (3,816) (3,819) Retained earnings 266,932 274,181 Accumulated other 1,671 1,534 comprehensive income Total common stock equity 721,069 45 728,130 44 PREFERRED STOCK: 4% preferred stock 15,667 15,811 7.68% Series, serial 15,000 15,000 preferred stock 7.07% Series, serial 25,000 25,000 preferred stock Auction rate preferred stock 50,000 50,000 Total preferred stock 105,667 7 105,811 6 LONG-TERM DEBT: First mortgage bonds: 8.65 % Series due 2000 - 80,000 6.93 % Series due 2001 30,000 30,000 6.85 % Series due 2002 27,000 27,000 6.40 % Series due 2003 80,000 80,000 8 % Series due 2004 50,000 50,000 5.83 % Series due 2005 60,000 60,000 7.20 % Series due 2009 80,000 80,000 Maturing 2021 through 2031 with rates ranging from 7.5% to 9.52% 230,000 230,000 Total first mortgage bonds 557,000 637,000 Amount due within one year - (80,000) Net first mortgage bonds 557,000 557,000 Pollution control revenue bonds: 7 1/4% Series due 2008 4,360 4,360 8.30 % Series 1984 due 2014 49,800 49,800 6.05 % Series 1996A due 2026 68,100 68,100 Variable Rate Series 1996B 24,200 24,200 due 2026 Variable Rate Series 1996C 24,000 24,000 due 2026 Total pollution control 170,460 170,460 revenue bonds REA notes 1,396 1,415 Amount due within one year (77) (76) Net REA notes 1,319 1,339 American Falls bond guarantee 19,885 19,885 Milner Dam note guarantee 11,700 11,700 Debt related to investments in affordable housing with rates ranging from 6.97% - 71,183 to 8.77% due 2000 to 2010 Amount due within one year - (9,025) Net affordable housing - 62,158 debt Other subsidiary debt - 457 Unamortized premium/discount (1,420) (1,441) - Net Total long-term debt 758,944 48 821,558 50 TOTAL CAPITALIZATION $1,585,680 100 $1,655,499 100 The accompanying notes are an integral part of these statements. Idaho Power Company Consolidated Statements of Cash Flows Three Months Ended March 31, 2000 1999 (Thousands of Dollars) OPERATING ACTIVITIES: Net income $ 33,725 $ 30,784 Adjustments to reconcile net income to net cash: Unrealized gains (losses) from energy marketing activities (4,223) 623 Depreciation and amortization 22,638 23,339 Deferred taxes and investment tax credits (34) (294) Accrued PCA costs 3,112 12,185 Change in: Accounts receivable and prepayments (10,435) 30,224 Accrued unbilled revenue 5,788 7,874 Materials and supplies and fuel stock (484) (2,955) Accounts payable (14,226) (55,905) Taxes accrued 22,041 19,813 Other current assets and liabilities (2,483) 905 Other - net (7,230) (5,416) Net cash provided by operating activities 48,189 61,177 INVESTING ACTIVITIES: Additions to utility plant (24,826) (21,057) Investments in affordable housing projects - (2,906) Investments in Company - owned life insurance 183 (7,332) Net cash of affiliates transferred to parent (4,737) - Other - net (222) 5,032 Net cash used in investing activities (29,602) (26,263) FINANCING ACTIVITIES: Retirement of first mortgage bonds (80,000) (877) Dividends on common stock (17,456) (17,490) Dividends on preferred stock (1,428) (1,368) Decrease in short-term (8,017) (27,806) borrowings Other - net (112) (21) Net cash used in financing (107,013) (47,562) activities Net decrease in cash and cash (88,426) (12,648) equivalents Cash and cash equivalents at 95,038 20,029 beginning of period Cash and cash equivalents at end of $ 6,612 $ 7,381 period SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the period for: Income taxes $ 2,424 $ 9 Interest (net of amount capitalized) $ 16,026 $ 14,810 Net assets of affiliates transferred to parent $ 22,090 $ - The accompanying notes are an integral part of these statements. Idaho Power Company Consolidated Statements of Comprehensive Income Three Months Ended March 31, 2000 1999 (Thousands of Dollars) NET INCOME $33,725 $30,784 OTHER COMPREHENSIVE INCOME: Unrealized gains on securities 138 - (net of tax of $90) TOTAL COMPREHENSIVE INCOME $33,863 $30,784 The accompanying notes are an integral part of these statements Idaho Power Company Notes to the Consolidated Financial Statements On October 1, 1998, IDACORP, Inc. (IDACORP) became the parent of Idaho Power Company and subsidiaries (IPC). On January 1, 2000 IPC's ownership interests in two subsidiaries were transferred to IDACORP at book value. IPC's consolidated balance sheet as of December 31, 1999 included total assets of $108 million and net assets of $22 million, and the consolidated income statement for the quarter ended March 31, 1999 includes net income of $315 thousand attributable to the transferred subsidiaries. Except as modified below, the Notes to the Consolidated Financial Statements of IDACORP also contained in this Form 10-Q are incorporated herein by reference insofar as they relate to IPC. Note 1 - Summary of Significant Accounting Policies Note 3 - Preferred Stock of Idaho Power Company Note 4 - Financing Note 5 - Commitments and Contingent Liabilities Note 6 - Regulatory Issues Note 7 - New Accounting Pronouncement 2. INCOME TAXES: IPC's effective tax rate for the first three months increased from 35.0 percent in 1999 to 38.4 percent in 2000. Reconciliations between the statutory income tax rate and the effective rates are as follows (in thousands of dollars): Three Months Ended March 31, 2000 1999 Amount Rate Amount Rate Computed income taxes based on statutory federal income tax rate $ 19,162 35.0% $ 16,578 35.0 % Changes in taxes resulting from: Investment tax credits (771) (1.4) (739) (1.6) Repair allowance (700) (1.3) (525) (1.1) Pension expense (479) (0.9) 21 0.0 State income taxes 2,508 4.6 2,438 5.1 Depreciation 1,693 3.1 1,360 2.9 Affordable housing tax credits - - (2,272) (4.8) Other (389) (0.7) (279) (0.5) Total provision for federal and state income taxes $ 21,024 38.4% $ 16,582 35.0 % 8. DERIVATIVE FINANCIAL INSTRUMENTS: The following table shows a summary of the notional amounts of IPC's forward exposure as of March 31, 2000. The maximum term related to any forward position is five years. Electricity MWh's Payable 7,834 Receivable 9,094 The following table displays the fair value of IPC's energy marketing assets and liabilities (all electricity) at March 31, 2000, and the average values for the quarter ended March 31, 2000 (in thousands of dollars): Balance at March 31, 1st Quarter Average 2000 Balance Assets Liabilities Assets Liabilities $ 63,385 $ 55,660 $ 45,670 $ 39,250 9. INDUSTRY SEGMENT INFORMATION: IPC's dominant operating segment is its regulated electric operations. IPC's non-utility operating segments do not individually constitute more than 10 percent of enterprise revenues, net income or total assets, nor in aggregate do they comprise more than 25 percent of enterprise revenues, net income or total assets. IPC's primary business is the generation, transmission, distribution, purchase and sale of electricity. Substantially all of IPC's revenue comes from the sale of electricity and related services, predominately in the United States. IPC also markets electricity and provides other energy-related services. The following table summarizes IPC's segment information for the regulated electric operations, with a reconciliation to total enterprise information: Regulated Electric Total Operations Other Enterprise (Thousands of Dollars) Three months ended March 31, 2000: Revenues $ 166,333 $ - $ 166,333 Net income 26,421 7,304 33,725 Total assets at March 31, 2000 2,317,980 91,595 2,409,575 Three months ended March 31, 1999: Revenues $ 174,149 $ - $ 174,149 Net income 28,122 2,662 30,784 Total assets at December 31, 1999 2,355,907 203,467 2,559,374 INDEPENDENT ACCOUNTANTS' REPORT Idaho Power Company Boise, Idaho We have reviewed the accompanying consolidated balance sheet and statement of capitalization of Idaho Power Company and subsidiaries as of March 31, 2000, and the related consolidated statements of income, comprehensive income, and cash flows for the three-month periods ended March 31, 2000 and 1999. These financial statements are the responsibility of the Company's management. We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and of making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with auditing standards generally accepted in the United States of America, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to such consolidated financial statements for them to be in conformity with accounting principles generally accepted in the United States of America. We have previously audited, in accordance with auditing standards generally accepted in the United States of America, the consolidated balance sheet and statement of capitalization of Idaho Power Company and subsidiaries as of December 31, 1999, and the related consolidated statements of income, comprehensive income, retained earnings, and cash flows for the year then ended (not presented herein); and in our report dated January 31, 2000, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet and statement of capitalization as of December 31, 1999 is fairly stated, in all material respects, in relation to the consolidated balance sheet and statement of capitalization from which it has been derived. DELOITTE & TOUCHE LLP Boise, Idaho April 28, 2000 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERTIONS In Management's Discussion and Analysis we explain the general financial condition and results of operations for IDACORP, Inc. and subsidiaries (IDACORP or the Company) and for Idaho Power Company and subsidiaries (IPC). IPC, an electric utility, is IDACORP's principal operating subsidiary. Except where we indicate otherwise, this discussion explains the material changes in results of operations and the financial condition of both the Company and IPC. This discussion should be read in conjunction with the accompanying consolidated financial statements of both IDACORP and IPC. This discussion updates the discussion that we included in our Annual Report on Form 10-K for the year ended December 31, 1999. This discussion should be read in conjunction with the discussion in the annual report. FORWARD-LOOKING INFORMATION: In connection with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 (Reform Act), we are hereby filing cautionary statements identifying important factors that could cause our actual results to differ materially from those projected in forward-looking statements (as such term is defined in the Reform Act) made by or on behalf of the Company and IPC in this quarterly report on Form 10-Q, in presentations, in response to questions or otherwise. Any statements that express, or involve discussions as to expectations, beliefs, plans, objectives, assumptions or future events or performance (often, but not always, through the use of words or phrases such as "anticipates", "believes", "estimates", "expects", "intends", "plans", "predicts", projects", "will likely result", "will continue", or similar expressions) are not statements of historical facts and may be forward-looking. Forward-looking statements involve estimates, assumptions, and uncertainties and are qualified in their entirety by reference to, and are accompanied by, the following important factors, which are difficult to predict, contain uncertainties, are beyond our control and may cause actual results to differ materially from those contained in forward- looking statements: prevailing governmental policies and regulatory actions, including those of the FERC, the IPUC, the OPUC, and the PUCN, with respect to allowed rates of return, industry and rate structure, acquisition and disposal of assets and facilities, operations and construction of plant facilities, recovery of purchased power and other capital investments, and present or prospective wholesale and retail competition (including but not limited to retail wheeling and transmission costs); economic and geographic factors including political and economic risks; changes in and compliance with environmental and safety laws and policies; weather conditions; population growth rates and demographic patterns; competition for retail and wholesale customers; pricing and transportation of commodities; market demand, including structural market changes; changes in tax rates or policies or in rates of inflation; changes in project costs; unanticipated changes in operating expenses and capital expenditures; capital market conditions; competition for new energy development opportunities; and legal and administrative proceedings (whether civil or criminal) and settlements that influence the business and profitability of the Company. Any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time and it is not possible for management to predict all such factors, nor can it assess the impact of any such factor on the business, or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement. RESULTS OF OPERATIONS: Earnings per Share and Book Value of IDACORP Common Stock: Earnings per share (EPS) of IDACORP common stock (basic and diluted) was $1.12 for the quarter ended March 31, 2000, an increase of $0.34 over the same quarter last year. The increase in EPS was due primarily to two factors, the sale of the Hermiston Power Project, which increased EPS approximately $0.22 and improved results from energy marketing activities, which increased EPS approximately $0.13. These factors are discussed below in "Other Income." At March 31, 2000, the book value per share of IDACORP common stock was $20.67, compared to $20.02 at December 31, 1999. General Business Revenue Our general business revenue is dependent on many factors, including the number of customers we serve, the rates we charge, and economic and weather conditions (temperature and precipitation) in our service territory. Compared to the same period in 1999, the number of general business customers we served increased 2.8 percent. This increase was due primarily to economic growth in our service territory. Our revenue per MWh decreased 7.8 percent compared to 1999. Changes in revenue per MWh result primarily from the annual rate adjustments authorized by regulatory authorities. These adjustments are discussed below in "PCA" and "Regulatory Settlement." Changes in weather conditions did not significantly affect sales this quarter. Heating degree-days, a common measure used in the utility industry to analyze demand, were below 1999 levels by 2.5 percent. Sales (in MWhs) to commercial and industrial customers increased 5.1 percent for the quarter, due primarily to economic factors. The combination of these factors resulted in a decrease in general business revenue of $6.5 million compared to 1999. Power Supply Power supply components of income from operations include off-system sales and purchased power, fuel, and PCA expenses. There has been a reduction in both the off-system sales and purchased power components of power supply, primarily as a result of less hydro energy available for sale, general business load growth and increases in thermal production. Off-system sales, consisting primarily of long-term sales contracts and opportunity sales of surplus system energy decreased $1.6 million from last year and purchased power expenses decreased $5.0 million. Fuel expenses increased $2.6 million, due primarily to a 15 percent increase in MWhs generated at our coal-fired plants. The PCA component of expenses decreased $5.7 million. The PCA expense component is related to our PCA regulatory mechanism, which increases expense when actual power supply costs are below the costs forecasted in the annual PCA filing, and decreases expense when actual power supply costs are above the forecast. In both 1999 and 2000, actual power supply costs were less than forecasted, resulting in PCA expenses. We discuss the PCA in more detail below in "PCA." The impact of these changes in net power supply costs is a decrease in net expense in 2000 of $8.1 million. Other expenses Other operating expenses increased $2.5 million. The increase is due primarily to increases in payroll and related expenses, electricity wheeling expenses, and amortization of DSM costs, offset by a reduction in pension costs for our defined benefit pension plan. Other income IDACORP's other income increased for the quarter, due primarily to the sale of our interest in the Hermiston Power Project, a 536 MW, gas-fired cogeneration project located near Hermiston, Oregon. We recorded a pre-tax gain of $14.0 million on this transaction. This item does not affect IPC's financial statements because Ida-West, the developer of the Hermiston project, is a subsidiary of IDACORP, and not IPC. In addition, improved results from energy marketing activities increased IDACORP's other income by $7.8 million and IPC's other income by $7.0 million. This increase is due to an increase in volumes over last year as well as favorable market conditions. Income taxes Income taxes increased for the quarter, due primarily to the increases in net income before taxes. IPC's effective tax rate also increased because of a reduction of affordable housing tax credits. On January 1, 2000, IPC transferred its IDACORP Financial Services (IFS) subsidiary to IDACORP. IFS invests in affordable housing projects for which the tax credits are earned. LIQUIDITY AND CAPITAL RESOURCES: Cash Flow For the three months ended March 31, 2000, IDACORP generated $46.9 million in net cash from operations. After deducting for common stock dividends, net cash generation from operations provided approximately $29.5 million for our construction program and other capital requirements. Cash Expenditures We estimate that our total cash construction expenditures for 2000 will be approximately $121 million. This estimate is subject to revision in light of changing economic, regulatory, and environmental factors. During the first three months of 2000, we spent approximately $24.8 million for construction. Our primary financial commitments and obligations are related to contracts and purchase orders associated with ongoing construction programs. To the extent required, we expect to finance these commitments and obligations by using both internally generated funds and externally financed capital. At March 31, 2000, our short- term borrowings totaled $11.9 million. Financing Program IDACORP has a $300.0 million shelf registration statement that can be used for the issuance of unsecured debt securities and preferred or common stock. At March 31, 2000, none had been issued. On March 23, 2000, IPC filed a $200.0 million shelf registration statement that can be used for both First Mortgage Bonds (including Medium Term Notes), Preferred Stock, and unsecured debt. At March 31, 2000, none had been issued. On April 26, 2000, IPC issued $19.9 million of variable rate bonds due February 1, 2025. Proceeds from this issuance were used to retire $19.9 million of the American Falls bond guarantee debt. REGULATORY ISSUES: Power Cost Adjustment (PCA) IPC has a PCA mechanism that provides for annual adjustments to the rates charged to our Idaho retail electric customers. These adjustments, which take effect annually on May 16, are based on forecasts of net power supply costs, and the true- up of the prior year's forecast. The difference between the actual costs incurred and the forecasted costs is deferred, with interest, and trued-up in the next annual rate adjustment. Our May 16, 1999 rate adjustment reduced Idaho general business customer rates by 9.2 percent. The decrease was the result of projected above-average hydroelectric generating conditions and the true-up of the 1998-99 rate period. Overall, IPC's annual general business revenues were expected to decrease by $40 million during the 1999- 2000 PCA rate period. In April 2000 we filed our proposed May 16, 2000 PCA adjustment, which, if approved, will increase Idaho general business customer rates by 9.5 percent. The increase results from projected below-average hydroelectric generating conditions (see "Streamflow Conditions" below) and the true-up of the 1999-2000 rate period. Overall, IPC's annual general business revenues are expected to increase by $38 million during the 2000-2001 rate period. For the 1999 - 2000 PCA rate year, actual power supply costs have been less than forecast, due to actual hydroelectric generating conditions being more favorable than forecast. To account for these lower-than-expected costs, we have recorded a regulatory asset with a credit balance of $5.0 million as of March 31, 2000. Regulatory Settlement IPC had a settlement agreement with the IPUC that expired at the end of 1999. Under the terms of the settlement, when earnings in our Idaho jurisdiction exceeded an 11.75 percent return on year-end common equity, we set aside 50 percent of the excess for the benefit of our Idaho retail customers. In March 2000 we submitted our 1999 annual earnings sharing compliance filing to the IPUC. This filing indicated that there was almost $9.7 million in 1999 earnings and $2.7 million in unused 1998 reserve balances available for the benefit of our Idaho customers. In December 1999 we filed with the IPUC to set aside $5.4 million of 1999 revenue sharing dollars to continue participation in Northwest Energy Efficiency Alliance (NEEA) for the years 2000 - 2004. The IPUC approved the continued participation by Order No. 28333, and ordered IPC to set aside the funds in a reserve until payments are required. DSM (Conservation) Expenses In Idaho, IPC requested that the IPUC allow for the recovery of post-1993 DSM expenses and acceleration of the recovery of DSM expenditures authorized in the last general rate case. In its Order No. 27660 issued on July 31, 1998, the IPUC set a new amortization period of 12 years instead of the 24-year period previously adopted. The IPUC order reflects an increase in annual Idaho retail revenue requirements of $3.1 million. A group of industrial customers has appealed the IPUC order to the Idaho Supreme Court. The Idaho Supreme Court issued its opinion on April 17, 2000 affirming the IPUC order. If the Court does not receive a petition for reconsideration within 21 days, the opinion will be final. OTHER MATTERS: Energy Marketing Over the last three years we have been implementing a strategy to become a competitive energy provider throughout the western markets. In order to compete as an energy provider of choice we needed to build a foundation of an effective and efficient trading operation that competently participates in the electricity, natural gas and other related markets. In 1997 we opened natural gas trading operations in Houston, Texas and in Boise, Idaho. We also began to expand our electricity marketing, which, along with natural gas, is included in other income. We have seen increasing positive results from our strategy. Our natural gas marketing capability continues to expand as the electricity and natural gas markets move toward convergence, and our electricity marketing efforts have resulted in volume and income increases each year since inception of the strategy. While building this business capability over the last three years, we have also been developing appropriate controls to mitigate the operational, market and credit risks inherent in the marketing business. When buying and selling energy, the high volatility of energy prices can have a significant impact on profitability if not managed. Also, counterparty creditworthiness is key to ensuring that transactions entered into withstand dramatic market fluctuations. To manage these risks while implementing our business strategy, the Company has a Risk Management Committee, comprised of Company officers, to oversee the risk management program as defined in the risk management policy. The program is intended to minimize fluctuations in earnings while managing the volatility of energy prices by mitigating commodity price risk, credit risk, and other risks related to the energy trading business Streamflow Conditions We monitor the effect of streamflow conditions on Brownlee Reservoir, the water source for our three Hells Canyon hydroelectric projects. In a typical year, these three projects combine to produce about half of our generated electricity. Inflows into Brownlee result from a combination of precipitation, storage, and ground water conditions. The National Weather Service's projected inflows into Brownlee were 3.9 MAF for the 2000-2001 water year, compared to the 70-year median of 4.9 MAF and 1999's 7.9 MAF. New Accounting Pronouncement In June 1998 the FASB issued SFAS No. 133 "Accounting for Derivative Instruments and Hedging Activities." This statement establishes accounting and reporting standards for derivative financial instruments and other similar instruments and for hedging activities. In June 1999 the FASB issued SFAS No. 137 "Accounting for Derivative Instruments and Hedging Activities - Deferral of the Effective Date of FASB Standard No. 133" which defers the effective date of SFAS No. 133 until fiscal years beginning after June 15, 2000. We are reviewing SFAS No. 133 to determine its effects on our financial position and results of operations. We expect to adopt this statement by January 1, 2001. PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibits: Exhibit File Number As Exhibit *2 333-48031 2 Agreement and Plan of Exchange between IDACORP, Inc., and IPC dated as of February 2, 1998. *3(a) 33-00440 4(a)(xiii) Restated Articles of Incorporation of IPC as filed with the Secretary of State of Idaho on June 30, 1989. *3(a)(i) 33-65720 4(a)(ii) Statement of Resolution Establishing Terms of Flexible Auction Series A, Serial Preferred Stock, Without Par Value (cumulative stated value of $100,000 per share) of IPC, as filed with the Secretary of State of Idaho on November 5, 1991. *3(a)(ii) 33-65720 4(a)(iii) Statement of Resolution Establishing Terms of 7.07% Serial Preferred Stock, Without Par Value (cumulative stated value of $100 per share) of IPC, as filed with the Secretary of State of Idaho on June 30, 1993. *3(b) 33-41166 4(b) Waiver resolution to Restated Articles of Incorporation of IPC adopted by Shareholders on May 1, 1991. *3(c) 1-3198 3(c) By-laws of IPC amended on September Form 10-Q 9, 1999, and presently in effect. for 9/30/99 *3(d) 33-56071 3(d) Articles of Share Exchange, as filed with the Secretary of State of Idaho on September 29, 1998. *3(e) 333-64737 3.1 Articles of Incorporation of IDACORP, Inc. *3(f) 333-64737 3.2 Articles of Amendment to Articles of Incorporation of IDACORP, Inc. as filed with the Secretary of State of Idaho on March 9, 1998. *3(g) 333-00139 3(b) Articles of Amendment to Articles of Incorporation of IDACORP, Inc. creating A Series Preferred Stock, without par value, as filed with the Secretary of State of Idaho on September 17, 1998. *3(h) 1-14465 3(c) Amended Bylaws of IDACORP, Inc. as Form 10-Q of July 8, 1999. for 6/30/99 *4(a)(i) 2-3413 B-2 Mortgage and Deed of Trust, dated as of October 1, 1937, between IPC and Bankers Trust Company and R. G. Page, as Trustees. *4(a)(ii) IPC Supplemental Indentures to Mortgage and Deed of Trust: Number Dated 1-MD B-2-a First July 1, 1939 2-5395 7-a-3 Second November 15, 1943 2-7237 7-a-4 Third February 1, 1947 2-7502 7-a-5 Fourth May 1, 1948 2-8398 7-a-6 Fifth November 1, 1949 2-8973 7-a-7 Sixth October 1, 1951 2-12941 2-C-8 Seventh January 1, 1957 2-13688 4-J Eighth July 15, 1957 2-13689 4-K Ninth November 15, 1957 2-14245 4-L Tenth April 1, 1958 2-14366 2-L Eleventh October 15, 1958 2-14935 4-N Twelfth May 15, 1959 2-18976 4-O Thirteenth November 15, 1960 2-18977 4-Q Fourteenth November 1, 1961 2-22988 4-B-16 Fifteenth September 15, 1964 2-24578 4-B-17 Sixteenth April 1, 1966 2-25479 4-B-18 Seventeenth October 1, 1966 2-45260 2(c) Eighteenth September 1, 1972 2-49854 2(c) Nineteenth January 15, 1974 2-51722 2(c)(i) Twentieth August 1, 1974 2-51722 2(c)(ii) Twenty-first October 15, 1974 2-57374 2(c) Twenty-second November 15, 1976 2-62035 2(c) Twenty-third August 15, 1978 33-34222 4(d)(iii) Twenty-fourth September 1, 1979 33-34222 4(d)(iv) Twenty-fifth November 1, 1981 33-34222 4(d)(v) Twenty-sixth May 1, 1982 33-34222 4(d)(vi) Twenty-seventh May 1, 1986 33-00440 4(c)(iv) Twenty-eighth June 30, 1989 33-34222 4(d)(vii) Twenty-ninth January 1, 1990 33-65720 4(d)(iii) Thirtieth January 1, 1991 33-65720 4(d)(iv) Thirty-first August 15, 1991 33-65720 4(d)(v) Thirty-second March 15, 1992 33-65720 4(d)(vi) Thirty-third April 1, 1993 1-3198 4 Thirty-fourth December 1, 1993 Form 8-K Dated 12/17/93 *4(b) 33-65720 10(c) Instruments relating to IPC American Falls bond guarantee. (see Exhibit 10(c)). *4(c) 33-65720 4(f) Agreement of IPC to furnish certain debt instruments. *4(d) 33-00440 2(a)(iii) Agreement and Plan of Merger dated March 10, 1989, between Idaho Power Company, a Maine Corporation, and Idaho Power Migrating Corporation. *4(e) 1-14465 4 Rights Agreement, dated as of Form 8-K September 10, 1998, between dated IDACORP, Inc. and the Bank of New September York as Rights Agent. 15,1998 *10(a) 2-49584 5(b) Agreements, dated September 22, 1969, between IPC and Pacific Power & Light Company relating to the operation, construction and ownership of the Jim Bridger Project. *10(a)(i) 2-51762 5(c) Amendment, dated February 1, 1974, relating to operation agreement filed as Exhibit 10(a). *10(b) 2-49584 5(c) Agreement, dated as of October 11, 1973, between IPC and Pacific Power & Light Company. *10(c) 33-65720 10(c) Guaranty Agreement, dated March 1, 1990, between IPC and West One Bank, as Trustee, relating to $21,425,000 American Falls Replacement Dam Bonds of the American Falls Reservoir District, Idaho. *10(d) 2-62034 5(r) Guaranty Agreement, dated as of August 30, 1974, between IPC and Pacific Power & Light Company. *10(e) 2-56513 5(i) Letter Agreement, dated January 23, 1976, between IPC and Portland General Electric Company. *10(e)(i) 2-62034 5(s) Agreement for Construction, Ownership and Operation of the Number One Boardman Station on Carty Reservoir, dated as of October 15, 1976, between Portland General Electric Company and IPC. *10(e)(ii) 2-62034 5(t) Amendment, dated September 30, 1977, relating to agreement filed as Exhibit 10(e). *10(e)(iii) 2-62034 5(u) Amendment, dated October 31, 1977, relating to agreement filed as Exhibit 10(e). *10(e)(iv) 2-62034 5(v) Amendment, dated January 23, 1978, relating to agreement filed as Exhibit 10(e). *10(e)(v) 2-62034 5(w) Amendment, dated February 15, 1978, relating to agreement filed as Exhibit 10(e). *10(e)(vi) 2-68574 5(x) Amendment, dated September 1, 1979, relating to agreement filed as Exhibit 10(e). *10(f) 2-68574 5(z) Participation Agreement, dated September 1, 1979, relating to the sale and leaseback of coal handling facilities at the Number One Boardman Station on Carty Reservoir. *10(g) 2-64910 5(y) Agreements for the Operation, Construction and Ownership of the North Valmy Power Plant Project, dated December 12, 1978, between Sierra Pacific Power Company and IPC. *10(h)(i)1 1-3198 10(n)(i) The Revised Security Plan for Form 10-K Senior Management Employees - a non- for 1994 qualified, deferred compensation plan effective August 1, 1996.. *10(h)(ii)1 1-3198 10(n)(ii) The Executive Annual Incentive Plan Form 10-K for senior management employees of for 1994 IPC effective January 1, 1995. *10(h)(iii)1 1-3198 10(n)(iii) The 1994 Restricted Stock Plan for Form 10-K officers and key executives of for 1994 IDACORP, Inc. and IPC effective July 1, 1994. 10(h)(iv)1 1-14465 10(h)(iv) The Revised Security Plan for Board 1-3198 of Directors - a non-qualified, Form 10-K deferred compensation plan for 1998 effective August 1, 1996, revised March 2, 1999. *10(h)(v)1 14465 10(e) IDACORP, Inc. Non-Employee Form 10-Q Directors Stock Compensation Plan for 6/30/99 as of May 17, 1999. *10(h)(vi) 1-3198 10(y) Executive Employment Agreement Form 10-K dated November 20, 1996 between IPC for 1997 and Richard R. Riazzi. *10(h)(vii) 1-3198 10(g) Executive Employment Agreement Form 10-Q dated April 12, 1999 between IPC for 6/30/99 and Marlene Williams. *10(h)(viii) 1-14465 10(h) Agreement between IDACORP, Inc. and Form 10-Q Jan B. Packwood, J. LaMont Keen, for 9/30/99 James C. Miller, Richard Riazzi, Darrel T. Anderson, Bryan Kearney, Cliff N. Olson, Robert W. Stahman and Marlene K. Williams. *10(h)(ix)1 1-14465 10(h)(ix) IDACORP, Inc. 2000 Long-Term Form 10-K Incentive and Compensation Plan. for 1999 *10(i) 33-65720 10(h) Framework Agreement, dated October 1, 1984, between the State of Idaho and IPC relating to IPC's Swan Falls and Snake River water rights. *10(i)(i) 33-65720 10(h)(i) Agreement, dated October 25, 1984, between the State of Idaho and IPC relating to the agreement filed as Exhibit 10(i). *10(i)(ii) 33-65720 10(h)(ii) Contract to Implement, dated October 25, 1984, between the State of Idaho and IPC relating to the agreement filed as Exhibit 10(i). *10(j) 33-65720 10(m) Agreement Regarding the Ownership, Construction, Operation and Maintenance of the Milner Hydroelectric Project (FERC No. 2899), dated January 22, 1990, between IPC and the Twin Falls Canal Company and the Northside Canal Company Limited. *10(j)(i) 33-65720 10(m)(i) Guaranty Agreement, dated February 10, 1992, between IPC and New York Life Insurance Company, as Note Purchaser, relating to $11,700,000 Guaranteed Notes due 2017 of Milner Dam Inc. 12 Statement Re: Computation of Ratio of Earnings to Fixed Charges. (IDACORP, Inc.) 12(a) Statement Re: Computation of Supplemental Ratio of Earnings to Fixed Charges. (IDACORP, Inc.) 12(b) Statement Re: Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Dividend Requirements. (IDACORP, Inc.) 12(c) Statement Re: Computation of Supplemental Ratio of Earnings to Combined Fixed Charges and Preferred Dividend Requirements. (IDACORP, Inc.) 12(d) Statement Re: Computation of Ratio of Earnings to Fixed Charges. (IPC) 12(e) Statement Re: Computation of Supplemental Ratio of Earnings to Fixed Charges. (IPC) 12(f) Statement Re: Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Dividend Requirements. (IPC) 12(g) Statement Re: Computation of Supplemental Ratio of Earnings to Combined Fixed Charges and Preferred Dividend Requirements. (IPC) 15 Independent Auditors' Consent. 21 Subsidiaries of IDACORP, Inc. and IPC. 27(a) Financial Data Schedule for IDACORP, Inc. 27(b) Financial Data Schedule for IPC. _______________________________ 1 Compensatory plan (b) Reports on Form 8-K. No reports on Form 8-K were filed during the three-month period ended March 31, 2000. * Previously filed and Incorporated herein by Reference. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. IDACORP, Inc. (Registrant) Date May 5, 2000 By: /s/ J LaMont Keen J LaMont Keen Senior Vice President Administration and Chief Financial Officer (Principal Financial Officer) Date May 5, 2000 By: /s/ Darrel T Anderson Darrel T Anderson Vice President Finance and Treasurer (Principal Accounting Officer) SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. IDAHO POWER COMPANY (Registrant) Date May 5, 2000 By: /s/ J LaMont Keen J LaMont Keen Senior Vice President Administration and Chief Financial Officer (Principal Financial Officer) Date May 5, 2000 By: /s/ Darrel T Anderson Darrel T Anderson Vice President Finance and Treasurer (Principal Accounting Officer)