200311202nd Response w Attachments 14 18 25.pdf

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BARTON L. KLINE ISB #1526
MONICA B. MOEN ISB #5734
Idaho Power Company
P. O. Box 70
Boise , Idaho 83707
Telephone: [phone]
FAX Telephone: [phone]
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Attorney for Idaho Power Company
Street Address for Express Mail
1221 West Idaho Street
Boise , Idaho 83702
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
IN THE MATTER OF THE APPLICATION
OF IDAHO POWER COMPANY FOR
AUTHORITY TO INCREASE ITS INTERIM)
AND BASE RATES AND CHARGES FORELECTRIC SERVICE.
CASE NO. IPC-03-
IDAHO POWER COMPANY'
FURTHER RESPONSE TO SECOND
PRODUCTION REQUEST OF
COMMISSION STAFF
COMES NOW, Idaho Power Company ("Idaho Power" or "the Company
and in further response to the Second Production Request of the Commission Staff to
Idaho Power Company dated November 5, 2003 , herewith submits the following
information:
IDAHO POWER COMPANY'S FURTHER RESPONSE TO
SECOND PRODUCTION REQUEST OF COMMISSION STAFF Page
REQUEST NO. 13: Please provide compensation detail for all
management and officers of IDACORP , Idaho Power and all affiliates that share
employees with Idaho Power including salary, incentive pay, bonuses, stock options
and other benefits and taxes for the years 2001-2002. Also provide complete
compensation estimates for 2003. Show allocations between the utility and the
affiliates. Include any compensation studies used to set the salaries.
RESPONSE TO REQUEST NO. 13: The requested information contains
confidential information and will be made available in a discovery room for review by
Staff and intervenors following execution of a protective agreement. Any party desiring
to review documents in the discovery room should call Myrna Aasheim at 388-2558 to
arrange a time for such review. There are no shared employees. A person either
works for IDACORP , Idaho Power, or one of Idaho Power s affiliates. If an Idaho Power
employee performs work on behalf of the parent or an affiliate, three methods are used
to capture those costs for billing to IDACORP:
Service Level Agreements (SLAs) -- Service level agreements
capture the direct and incremental costs and contribution component related to on-
going services performed by Idaho Power cost centers. Managers' costs , including
labor and overheads , are captured in this method. Idaho Power officers are not
included in the SLA process.
Affiliate Work Orders -- These Idaho Power work orders capture
costs , including labor and the contribution component, not captured in the SLAs. When
an employee performs work outside the scope covered by the SLA , that employee
charges time to one of seven work orders set up specifically for that purpose. Idaho
IDAHO POWER COMPANY'S FURTHER RESPONSE TO
SECOND PRODUCTION REQUEST OF COMMISSION STAFF Page 2
Power managers charge time to these work orders when performing work on behalf of
the parent or an affiliate that is not captured in the SLA process described above.
Idaho Power officers charge to the work orders when performing work for the parent or
any affiliate. This work order process began in April 2002; therefore , 2002 work order
charges cover April 2002 through December 2002. For 2003, information supplied is
year-to-date through September 2003.
Special Projects -- When the parent or an affiliate requests an
unusual project such as printing of brochures or specialized research, then a work order
specific to that project is set up for tracking costs and final billing. there were no special
projects in 2001 2002 or 2003 (YTD September) where Idaho Power managers or
Idaho Power officers provided services.
The response to this request was prepared by Darrell R. Tomlinson
Finance Team Leader, Financial Research/Support , Idaho Power Company, in
consultation with Barton L. Kline, Senior Attorney, Idaho Power Company.
IDAHO POWER COMPANY'S FURTHER RESPONSE TO
SECOND PRODUCTION REQUEST OF COMMISSION STAFF Page 3
REQUEST NO. 14: Please provide a list of all legal expenses from 2001
to current and their status including descriptions , estimates of liability and possible
ramifications to the Company.
RESPONSE TO REQUEST NO. 14: The requested material is attached.
In regard to estimates of liability and possible ramifications to the Company, attached
are the pertinent sections from the Company s Form 1 O-K for the fiscal year ending
December 31 2002, and the Company s Form 1 O-Q for the period ending September
, 2003, describing the material legal matters and assessments of possible liability
and ramifications to the Company.
The response to this request was prepared by Barton L. Kline , Senior
Attorney, Idaho Power Company.
IDAHO POWER COMPANY'S FURTHER RESPONSE TO
SECOND PRODUCTION REQUEST OF COMMISSION STAFF Page 4
REQUEST NO. 18: Please provide the average percentage of salary
increases for employees each year during 1995-2003. Please provide the average
percentage of incentive pay for the same period.
RESPONSE TO REQUEST NO. 18: The requested material is attached.
The response to this request was prepared by Steve K. Atkins, Manager
Employment Programs and Services, Idaho Power Company, in consultation with
Barton L. Kline , Senior Attorney, Idaho Power Company.
IDAHO POWER COMPANY'S FURTHER RESPONSE TO
SECOND PRODUCTION REQUEST OF COMMISSION STAFF Page 5
REQUEST NO. 25: Provide copies of the Notes Payable to Subsidiary
found in Column #3 of Exhibit No. 16, page 22.
RESPONSE TO REQUEST NO. 25: There are no physical promissory
notes between the Company and its subsidiaries. There is an account referred to as
the "note payable account" that tracks the transactions. The note payable account
between Idaho Power and Idaho Energy Resources Company (IERCO) is affected by
the following:
Capital Contributions to Bridger Coal
Distributions from Bridger Coal
Tax payments by Idaho Power
Accrued Interest on the Note
Dividends to Idaho Power
Idaho Power receives distributions from Bridger Coal. These distributions
as well as accrued interest , increase the "note balance" owed by Idaho Power to
IERCO. Idaho Power also pays capital contributions to Bridger Coal and makes the tax
payment to the IRS on behalf of IERCO. These two items decrease the note balance.
Over the course of the year distributions usually exceed capital contributions by several
million dollars. For 2001 the dividend back to Idaho Power was $6 million and for 2002
$7 million. The dividend also decreases the balance owed by Idaho Power to IERCO.
The response to this request was prepared by Darrell R. Tomlinson
Finance Team Leader, Financial Research/Support, Idaho Power Company, in
consultation with Barton L. Kline , Senior Attorney, Idaho Power Company.
IDAHO POWER COMPANY'S FURTHER RESPONSE TO
SECOND PRODUCTION REQUEST OF COMMISSION STAFF Page 6
REQUEST NO. 29: Please provide a copy of all insurance contracts (in
2003 and 2004) used to justify the Company s request for an increase in liability and
property insurance expense.
RESPONSE TO REQUEST NO. 29: The requested materials , including
the supporting invoices , are voluminous and contain confidential information and as
such will be made available for review by Staff and intervenors following execution of a
protective agreement. Any party desiring to review documents in the discovery room
should call Myrna Aasheim at 388-2558 to arrange a time for such review.
Insurance coverages renew at different times of the year. In order to
remain consistent with annual charges, the actual premiums are charged to O&M
expense on a monthly basis over the actual term of the insurance policy. In other
words , if a policy is renewed on May 1 , 2003, the total "annual" premium is divided by
twelve , with eight months charged in 2003 and four months charged in 2004. By using
this methodology, the expenses are booked to expense during the actual term of the
individual policies.
Estimated insurance premiums for 2004 , which are used to calculate
estimated 2004 O&M charges (as per the above explanation) are included in the
materials provided in this response. Renewal Premiums for 2004 were estimated
following discussions with the Company s current insurance broker, Marsh , as well as
current insurers. In addition , current insurance market reports were reviewed on an
ongoing basis. As can be noted in the requested materials, the property insurance
market appears to be stabilizing, with renewal premiums expected to level out or be
slightly reduced. Pending no new insured losses at IDACORP, we expect the premium
IDAHO POWER COMPANY'S FURTHER RESPONSE TO
SECOND PRODUCTION REQUEST OF COMMISSION STAFF Page 7
for this line of coverage to decrease approximately 11 % in 2004, resulting in reduced
O&M expenses of approximately $108 000. The two lines of coverage where we are
expecting significant increases are the Excess General Liability (personal injury and
property damage type claims) Insurance policy, and the Directors & Officers Liability
(wrongful acts by D&O's) Insurance policy. The premiums for these coverages are
estimated to increase $230 000 and $700 000 respectively.
IDACORP's Excess General Liability and Directors & Officers Liability
coverage are placed with two utility industry captive insurance companies , AEGIS
(Associated Electric & Gas Insurance Services , Ltd.), and ElM (Energy Insurance
Mutual). In 2001 , the last year of the soft insurance market , IDACORP purchased
three-year policies (2001-2004) for both of these lines of coverage with ElM , who
provides excess coverage (limits) above AEGIS' primary coverage (limits). The pricing
of these policies has remained the same during the last two years (2002 and 2003) in
spite of the tremendous change in market conditions which created the need for all
insurers to raise rates significantly. The industry mutuals have paid out large losses
and incurred greater reinsurance costs, especially in the D&O and Fiduciary lines of
coverage , with claims coming from utilities such as Enron , Reliant, PGE , Duke, Mirant
Dynergy, Southern and others.
In calculating estimated insurance increases for 2004, we have utilized
pricing levels Marsh has seen with other utility clients. In addition , in order to reduce
overall O&M insurance costs , we have estimated the following reductions may be
necessary in our program limits: General Liability reduced from $135 million limits to
IDAHO POWER COMPANY'S FURTHER RESPONSE TO
SECOND PRODUCTION REQUEST OF COMMISSION STAFF Page 8
$100 million limits, and Directors & Officers Liability reduced from $100 million limits to
$60 million.
It is the Company s opinion that the estimated insurance costs for 2004
are reasonable based on current insurance market conditions and broker estimates.
The response to this request was prepared by Randy P. Meyer
Property/Casualty Insurance Administrator, Idaho Power Company, in consultation with
Barton L. Kline, Senior Attorney, Idaho Power Company.
IDAHO POWER COMPANY'S FURTHER RESPONSE TO
SECOND PRODUCTION REQUEST OF COMMISSION STAFF Page 9
DATED at Boise, Idaho, this 20th day of November, 2003.
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BARTON L. KLINE
Attorney for Idaho Power Company
IDAHO POWER COMPANY'S FURTHER RESPONSE TO
SECOND PRODUCTION REQUEST OF COMMISSION STAFF Page 1 0
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that on this 20th day of November, 2003 , I served a
true and correct copy of the within and foregoing IDAHO POWER COMPANY'
FURTHER RESPONSE TO SECOND PRODUCTION REQUEST OF COMMISSION
STAFF upon the following named parties by the method indicated below, and
addressed to the following:
Lisa D. Nordstrom
Weldon B. Stutzman
Deputy Attorneys General
Idaho Public Utilities Commission
472 W. Washington Street
O. Box 83720
Boise, Idaho 83720-0074
----2L- Hand Delivered
- U.S. Mail
Overnight Mail
FAX [phone]
Randall C. Budge
Eric L. Olsen
Racine, Olson , Nye , Budge & Bailey
O. Box 1391; 201 E. Center
Pocatello, 10 83204-1391
Hand Delivered
----2L- U.S. Mail
Overnight Mail
FAX [phone]
Anthony Yankel
29814 Lake Road
Bay Village, OH 44140
Hand Delivered
----2L- U.S. Mail
Overnight Mail
FAX [phone]
Peter J. Richardson
Richardson & O'Leary
99 East State Street, Suite 200
O. Box 1849
Eagle, 10 83616
Hand Delivered
----2L- U.S. Mail
Overnight Mail
FAX [phone]
Don Reading
Ben Johnson Associates
6070 Hill Road
Boise , 1083703
Hand Delivered
----2L- U.S. Mail
Overnight Mail
FAX [phone]
Lawrence A. Gollomp
Assistant General Counsel
U. S. Department of Energy
1000 Independence Avenue, SW
Washington , D.C. 20585
Hand Delivered
----2L- U.S. Mail
Overnight Mail
FAX [phone]
Dennis Goins
Potomac Management Group
5801 Westchester Street
Alexandria, VA 22310-1149
Hand Delivered
----2L- U.S. Mail
Overnight Mail- FAX(_
CERTIFICATE OF SERVICE, Page
Conley E. Ward
Givens, Pursley LLP
601 W. Bannock Street
O. Box 2720
Boise , ID 83701-2720
Hand Delivered
-L U.S. Mail
Overnight Mail
FAX [phone]
Dennis E. Peseau, Ph.
Utility Resources , Inc.
1500 Liberty Street S., Suite 250
Salem , OR 97302
Hand Delivered
x U.S. Mail
Overnight Mail
FAX [phone]
Dean J. Miller
McDevitt & Miller LLP
O. Box 2564
Boise , ID 83701
Hand Delivered
x U.S. Mail
Overnight Mail
FAX [phone]
Jeremiah Healy
United Water Idaho , Inc.
O. Box 190420
Boise , ID 83719-0420
Hand Delivered
x U.S. Mail
Overnight Mail
FAX [phone]
William M. Eddie
Advocates for the West
O. Box 1612
Boise, ID 83701
Hand Delivered
x U.S. Mail
Overnight Mail
FAX [phone]
Nancy Hirsh
NW Energy Coalition
219 First Ave. South, Suite 100
Seattle , WA 98104
Hand Delivered
x U.S. Mail
Overnight Mail
FAX [phone]
Brad M. Purdy
Attorney at Law
2019 N. 17th Street
Boise, ID 83702
Hand Delivered
x U.S. Mail
Overnight Mail
FAX [phone]
Michael Karp
147 Appaloosa Lane
Bellingham , W A 98229
Hand Delivered
x U.S. Mail
Overnight Mail
FAX [phone]
(23d 1iL-
BARTON L. KLINE
CERTIFICATE OF SERVICE, Page 2
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-
(Mark One)
CK1 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31. 2002
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
14465
3198
Exact name of registrants as specified in
their charters, address of principal executive
ffices and telephone numb
IDACORP, Inc.
Idaho Power Company
1221 W. Idaho Street
Boise, ID 83702-5627
[phone]
IRS Employer
dentification Number
82-0505802
82-0130980
State or other jurisdiction of incorporation: Idaho
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
IDACORP, Inc.Common Stock, without par value
Preferred Stock Purchase Rights
Name of exchange on
which registered
New York and Pacific
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Idaho Power Company: Preferred Stock
Indicate by check mark whether the registrants (1) have 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 registrants were
required to file such reports), and (2) have 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 registrants' knowledge, in definitive proxy or infonnation statements incorporated
by reference in Part III of this Fonn 10-K or any amendment to this Fonn lO-K. (X)
Indicate by check mark whether the registrants are accelerated filers (as defined in Rule 12b-2 of the Act).
IDACORP, Inc.
Idaho Power Company
Yes (X)
(X)
Aggregate market value of voting and non-voting common stock held by nonaffiliates (June 30, 2002):
IDACORP, Inc.
Idaho Power Company:
038 521 475
None
Number of shares of common stock outstanding at February 28, 2003:
IDACORP, Inc.
Idaho Power Company:
201 873
37,612 351 all held by IDACORP, Inc.
Documents Incoroorated bv Reference:
Part III, Item 10 - 13 Portions of the joint definitive proxy statement of IDA CORP, Inc. and Idaho Power Company to be
filed pursuant to Regulation 14A for the 2003 Annual Meeting of Shareholders to be held on May
15,2003.
This Combined Fonn lO-K represents separate filings by IDACORP, Inc. and Idaho Power Company. Infonnation
, ~
,c. contained herein relating to an individual registrant is filed by that registrant on its own behalf. Idaho Power Company
;C\~:".makes no representation as to the infonnation relating to IDACORP, Inc.s other operations.
IPC has agreed to guarantee the performance of reclamation activities at Bridger Coal Company of which
Idaho Energy Resources Company, a subsidiary of IPC, owns a one-third interest. This guarantee, which is
renewed each December, was $60 million at December 31 , 2002.
From time to time IDACORP and IPC are a party to various other legal claims, actions and complaints not
discussed below. IDACROP and IPC believe that they have meritorious defenses to all lawsuits and legal
proceedings in which they are defendants and will vigorously defend against them although they are unable to
predict with certainty whether or not they will ultimately be successful. However, based on the companies
evaluation, they believe that the resolution of these matters will not have a material adverse effect on
IDACORP or IPC's consolidated financial positions , results of operations or cash flows.
Legal Proceedings
Overton Power District No.5: IE filed a lawsuit on November 30 2001 in Idaho State District Court in and
for the County of Ada against Overton Power District No.5 (Overton), a Nevada electric improvement district
based on Overton s breach of its power contracts with IE. The July contract provided for Overton to purchase
40 MW of electrical energy per hour from IE at $88.50 per MWh, from July 1 2001 through June 30, 2011. In
the contract, Overton agreed to raise its rates to its customers to the extent necessary to make its payment
obligations to IE under the contract.
IE has asked the Idaho District Court for damages pursuant to the contract, for a declaration that Overton is not
entitled to renegotiate or terminate the contract and for injunctive relief requiring Overton to raise rates as
stipulated in the contract. Overton filed an Answer and Counterclaim claiming, among other things, that IE
breached the agreement by failing to perform in accordance with its contractual obligation and asking for
damages in the amount to be proved at trial. Overton also asserts that the contract is unenforceable or subject
to rescission. IE believes Overton s assertions are without merit. IE and Overton filed cross motions for
summary judgment that have been denied by the Court. The parties continue with discovery in the lawsuit.
Trial is scheduled to commence on May 5, 2003.
IE believes that Overton s actions constitute a breach of the contract and intends to vigorously prosecute this
lawsuit. While the outcome oflitigation is never certain and IE has not yet completed discovery. IE continues
to believe that it should prevail on the merits. At December 31 2002, IE had a $74 million long-term asset
related to the Overton claim. IE will review the recoverability of the asset on an ongoing basis. The
recoverability of the asset is subject to Overton s willingness and ability to raise its rates as pronded for in the
contract.
Truckee-Donner Public Utility District: In 2002, IE received notice from the Truckee-Donner Puhhc Utility
District (Truckee), located in California, asserting that IE was in purported breach of, and that Truckec has the
right to renegotiate certain terms of, the Agreement for the Sale and Purchase of Firm Capacity and Energy in
place between the two entities. Generally, the terms of the contract provide for IE to sell to Truckee 10
light load energy and 20 MW heavy load energy for the term January 1 , 2002 through December 31. 2002 at
$72 per MWh and 25 MW flat energy for the term January 1 , 2003 through December 31 , 2009 at S72 per
MWh.
On May 30, 2002, IE filed a lawsuit against Truckee in the Idaho State District Court in and for the County of
Ada. This lawsuit was later removed to the United States District Court for the District of Idaho.
On July 23, 2002, Truckee filed a complaint against IPC, IE and IDACORP with the FERC seeking relief
under its long-term power contract for the purchase of wholesale electric power from IPC and IE.
On January 3 , 2003, the companies and Truckee reached a settlement of all proceedings pending between the
parties. Pursuant to the settlement, Truckee has agreed to pay the companies $26 million on or before April 4
2003. Incident to the settlement, IE also entered into an Interim Power Sales Agreement with Truckee through
March 31 , 2003 that replaces the original long-term power contract. The settlement ofthis dispute is not
anticipated to have a material effect on the companies' consolidated financial positions , results of operations orcash flows.
United Systems, Inc., f/kla Commercial Building Services, Inc.: On March 18, 2002, United Systems, Inc.
(United Systems) filed a complaint in Idaho State District Court in and for the County of Ada against
IDACORP Services Co., a subsidiary ofIDACORP, dba IDACORP Solutions. United Systems is a heating,
ventilation, refrigeration and plumbing contracting company that entered into a contract with IDACORP
Services in December 2000.
Under the terms of the contract, IDACORP Services authorized United Systems to do business as "IDACORP
Solutions." The contract was to be effective from January 2001 through December 2005.
In November 2001 , IDACORP Services notified United Systems that IDACORP Services was tenninating the
contract for convenience. The contract allowed for such termination but required the tenninating party to
compensate the other party for all costs incurred in preparation for, and in perfonnance of the contract, and for
reasonable net profit for the remaining tenD of the contract. United Systems claims $7 million in net profits
lost and costs incurred.
IDACORP Services asserts that termination related compensation owed to United Systems, if any, is
substantially less than the amount claimed by United Systems.
On August 8, 2002, United Systems filed an amended complaint adding IDACORP, IE, and IPC as additional
defendants claiming they should be held jointly and severally liable for any judgment entered against
IDACORP Services. The parties in this matter agreed to delay the jury trial set for June 13,2003 and reset it
to begin on November 10, 2003.
On October 4 2002, United Systems, Inc. filed a Motion for Partial Summary Judgment as to their damages.
United Systems has estimated their damages to be approximately $7 million as stated above. Oral argument on
the motion was heard on November 21 , 2002. No decision has been entered on the Motion for Partial
Summary Judgment as of this date.
The companies intend to vigorously defend their position in this proceeding and believe these matters will not
have a material adverse effect on their consolidated financial positions, results of operations or cash flows.
Public Utility District No.1 of Grays Harbor County, Washington: On October 15 2002, Public Utility
District No.1 of Grays Harbor County, Washington (Grays Harbor) filed a lawsuit in the Superior Court of the
State of Washington, for the County of Grays Harbor, against IDACORP, IPC and IE. On March 9, 2001
Grays Harbor entered into a 20-MW purchase transaction with IPC for the purchase of electric power from
October 1 , 2001 through March 31 , 2002, at a rate of $249 per MWh. In June 2001 , with the consent of Grays
Harbor, IPC assigned all of its rights and obligations under the contract to IE. In its lawsuit, Grays Harbor
alleges that the assignment was void and unenforceable, and seeks restitution from IE and IDACORP, or in the
alternative, Grays Harbor alleges that the contract should be rescinded or refonned. Grays Harbor seeks as
damages an amount equal to the difference between $249 per MWh and the "fair value" of electric power
delivered by IE during the period October 1, 2001 through March 31 , 2002.
IDACORP, IPC and IE had this action removed from the state court to the United States District Court for the
Western District of Washington at Tacoma. On November 12 2002, the companies filed a motion to dismiss
Grays Harbor s complaint, asserting that the Federal District Court lacked jurisdiction as the matter is
preempted under the FP A by the FERC. The court ruled in favor of the companies' motion to dismiss and
dismissed the case with prejudice on January 28, 2003.
State of California Attorney General: The California Attorney General (AG) filed the complaint in this case
in the California Superior Court in San Francisco on May 30, 2002. This is one of thirteen virtually identical
cases brought by the AG against various sellers of power in the California market, seeking civil penalties
pursuant to California s unfair competition law - California Business and Professions Code Section 17200.
Section 17200 defines unfair competition as any "unlawful, unfair or fraudulent business act or practice. . . .
The AG alleges that IPC engaged in unlawful conduct by violating the Federal Power Act (FPA) in two
respects: (1) by failing to file its rates with the FERC as required by the FP A; and (2) charging unjust and
unreasonable rates in violation of the FPA. The AG alleges that there were "thousands of. . . sales or
purchases" for which IPC failed to file its rates, and that IPC charged unjust and unreasonable rates on
thousands of occasions." Pursuant to Business and Professions Code Section 17206, the AG seeks civil
penalties of up to $2 500 for each alleged violation. On June 25 2002, IPC removed the action to federal
court, and on July 25 , 2002, the AG filed a motion to remand back to state court. The court previously denied
the AG's prior motions to remand back to state court in the companion cases. The court heard IPC's Motion to
Dismiss on September 26, 2002. The court has not yet ruled on the Motion to Dismiss. IPC intends to
vigorously defend its position in this proceeding and believes this matter will not have a material adverse effect
on its consolidated financial position, results of operations or cash flows.
Wholesale Electricity Antitrust Cases I & II: These cross-actions against IE and IPC emerge from multiple
California state court proceedings first initiated in late 2000 against various power generators/marketers by
various California municipalities and citizens, including California Lieutenant Governor Cruz Bustamante and
California legislator Barbara Matthews in their personal capacities. Suit was filed against entities including
Reliant Energy Services, Inc., Reliant Onnond Beach, LLC., Reliant Energy Etiwanda, LLc., Reliant
Energy Ellwood, LLC., Reliant Energy Mandalay, LLc., and Reliant Energy Coolwater, LLC.
(collectively, Reliant); and Duke Energy Trading and Marketing, LLC., Duke Energy Morro Bay, LLc.,
Duke Energy Moss Landing, LLC., Duke Energy South Bay, LLC., Duke Energy Oakland, LLc.
(collectively, Duke). While varying in some particulars, these cases made a common claim that Reliant, Duke
and certain others (not including IE or IPC) colluded to influence the price of electricity in the California
wholesale electricity market. Plaintiffs asserted various claims that the defendants violated California
Antitrust Law (the Cartwright Act), Business & Professions Code Section 16720 et seq.and California
Unfair Competition Law, Business & Professions Code Section 17200 et seq. Among the acts complained of
are bid rigging, infonnation exchanges, withholding of power, and various other wrongful acts. These actions
were subsequently consolidated, resulting in the filing of Plaintiffs' Master Complaint (PMC) in San Diego
Superior Court on March 8, 2002.
On April 22, 2002, more than a year after the initial complaints had been filed, two of the original defendants
Duke and Reliant, filed separate cross-complaints against IPC and IE, and approximately 30 other cross-
defendants. Duke and Reliant's cross-complaints seek indemnity from IPC, IE and the other cross-defendants
for an unspecified share of any amounts they must pay in the underlying suits because, they allege, other
market participants like IPC and IE engaged in the same conduct at issue in the PMC. Duke and Reliant also
seek declaratory relief as to the respective liability and conduct of each of the cross-defendants in the actions
alleged in the PMc. Reliant has also asserted a claim against IPC for alleged violations of the California
Unfair Competition Law, Business and Professions Code Section 17200 et seq. As a buyer of electricity in
California, Reliant seeks the same relief from the cross-defendants, including IPC, as that sought by plaintiffs
in the PMC as to any power Reliant purchased through the California markets.
Some ofthe newly added defendants (foreign citizens and federal agencies) removed that litigation to federal
court. IPC and IE, together with numerous other defendants added by the cross-complaints, have moved to
dismiss these claims, and those motions were heard in September 2002, together with motions to remand the
case back to state court filed by the original plaintiffs. On December 13, 2002, the Federal District Court
granted Plaintiffs' Motion to Remand to State Court , and Defendants' Motion to Stay the Remand Order while
they appeal the Order. As a result of the various motions, no trial date is set at this time. The companies
cannot predict the outcome of this proceeding, nor can they evaluate the merits of any of the claims at this time
but they intend to vigorously defend this lawsuit.
Idaho Rivers United: On December 10 2002, Idaho Rivers United filed a complaint against IPC in U.
District Court for the District of Idaho. The complaint alleges that IPC violated the Clean Water Act by
discharging an amount of dredged and fill material into the navigable waters of the Snake River in excess of
that allowed by a Section 404 pennit issued by the U.S. Anny Corps of Engineers. The action relates to work
completed by IPC , pursuant to a Section 404 pennit issued by the Corps on September 3, 1999, in the area of
the tailrace downstream of IPC's Bliss hydroelectric project on the Snake River in Idaho. Idaho Rivers United
asks the court to impose civil penalties on IPC under sections 309(d) and 505(a) of the Clean Water Act (33
C. Sections 1319(d) and 1365(a)), require IPC to pay for any remedial or restoration work necessary to
amend any environmental hann caused by the alleged violation, and pay reasonable attorney fees. IPC received
an extension of time in which to respond to the complaint and is having settlement discussions with Idaho
Rivers United.
IPC cannot predict the outcome of this proceeding, nor can it evaluate the merits of any of the claims at this
time but it intends to vigorously defend this lawsuit.
California Energy Situation: As a component ofIPC's non-utility energy trading in the state of California
IPC, in January 1999, entered into a participation agreement with the California Power Exchange (CalPX), a
California non-profit public benefit corporation. The CalPX, at that time, operated a wholesale electricity
market in California by acting as a clearinghouse through which electricity was bought and sold. Pursuant to
the participation agreement, IPC could sell power to the CalPX under the tenns and conditions of the CalPX
Tariff. Under the participation agreement, if a participant in the CalPX exchange defaulted on a payment to
the exchange, the other participants were required to pay their allocated share of the default amount to the
exchange. The allocated shares were based upon the level of trading activity, which included both power sales
and purchases, of each participant during the preceding three-month period.
On January 18 2001 , the CalPX sent IPC an invoice for $2 million - a "default share invoice" - as a result of
an alleged Southern California Edison (SCE) payment default of $215 million for power purchases. IPC made
this payment. On January 24, 2001 , IPC tenninated the participation agreement. On February 8, 2001 , the
CalPX sent a further invoice for $5 million, due February 20, 2001, as a result of alleged payment defaults by
SCE, Pacific Gas and Electric Company (PG&E) and others. However, because the CalPX owed IPC $11
million for power sold to the CalPX in November and December 2000, IPC did not pay the February 8th
invoice. IPC essentially discontinued energy trading with CalPX and the California Independent System
Operator (Cal ISO) in December 2000.
IPC believes that the default invoices were not proper and that IPC owes no further amounts to the CalPX.
IPC has pursued all available remedies in its efforts to collect amounts owed to it by the CaIPX. On February
2001 , IPC filed a petition with FERC to intervene in a proceeding that requested the FERC to suspend the
use of the CalPX charge back methodology and provides for further oversight in the CalPX's implementation
of its default mitigation procedures.
A preliminary injunction was granted by a Federal Judge in the Federal District Court for the Central District
of California enjoining the CalPX from declaring any CalPX participant in default under the tenns of the
CalPX Tariff. On March 9, 2001 , the CalPX filed for Chapter 11 protection with the U.S. Bankruptcy Court
Central District of California.
In April 2001 , PG&E filed for bankruptcy. The CalPX and Cal ISO were among the creditors ofPG&E.
the extent that PG&E's bankruptcy filing affects the collectibility of the receivables from the CalPX and Cal
ISO, the receivables from these entities are at greater risk.
The FERC issued an order on April 6, 2001 requiring the CalPX to rescind all chargeback actions related to
PG&E's and SCE's liabilities. Shortly after that time, the CalPX segregated the CalPX chargeback amounts it
had collected in a separate account. The CalPX claims it is awaiting further orders of the FERC and the
bankruptcy court before distributing the funds that it collected under its chargeback tariff mechanism.
Although certain parties to the California refund proceeding urged the FERC's Presiding Administrative Law
Judge to consider the chargeback amounts in his detennination of who owes what to whom, in his Certification
of Proposed Findings on California Refund Liability, he concluded that the matter already was pending before
the FERC for disposition.
Also in April 2001 , the FERC issued an order stating that it was establishing price mitigation for sales in the
California wholesale electricity market. Subsequently, in its June 19,2001 order, the FERC expanded that
price mitigation plan to the entire western United States electrically interconnected system. That plan included
the potential for orders directing electricity sellers into California since October 2, 2000 to refund portions of
their spot market sales prices if the FERC detennined that those prices were not just and reasonable, and
therefore not in compliance with the Federal Power Act. The June 19 order also required all buyers and sellers
in the Cal ISO market during the subject time-frame to participate in settlement discussions to explore the
potential for resolution ofthese issues without further FERC action. The settlement discussions failed to bring
resolution ofthe refund issue and as a result, the FERC's Chief Administrative Law Judge submitted a Report
and Recommendation to the FERC recommending that the FERC adopt the methodology set forth in the report
and set for evidentiary hearing an analysis of the Cal ISO's and the CalPX's spot markets to detennine what
refunds may be due upon application ofthat methodology.
On July 25, 2001 , the FERC issued an order establishing evidentiary hearing procedures related to the scope
and methodology for calculating refunds related to transactions in the spot markets operated by the Cal ISO
and the CalPX during the period October 2 2000 through June 20, 2001. As to potential refunds, if any, IE
believes its exposure is likely to be offset by amounts due from California entities. Multiple parties have filed
requests for rehearing and petitions for review. The latter--more than 60--have been consolidated by the
United States Court of Appeals for the Ninth Circuit and held in abeyance while the FERC continues its
deliberations. The Ninth Circuit also directed the FERC to pennit the parties to adduce additional evidence
respecting market manipulation and although the California Parties (the California Attorney General, other
state agencies and the California Investor Owned Utilities) have requested specific procedures to implement
that requirement, the FERC has not yet acted on that request.
On November 20, 2002, the FERC issued an order allowing the parties to the California refund proceeding to
conduct discovery for one hundred days into market manipulation by various sellers during the Western power
crises of 2000 and 2001. At the conclusion of the discovery period parties alleging market manipulation are to
submit their claims to the FERC and parties have until March 20, 2003 to submit evidence or comments in
response, including assertions that cross-examination is warranted.
This case had been further complicated by an August 13 , 2002 FERC staff (Staff) Report which included the
recommendation to replace the published California indices for gas prices that the FERC previously
established as just and reasonable for calculating a Mitigated Market Clearing Price (MMCP) to calculate
refunds with other published indices for producing basin prices plus a transportation allowance. Staffs
recommendation is grounded on speculation that some sellers had an incentive to report exaggerated prices to
publishers of the indices, resulting in overstated published index prices. Staff bases its speculation in large
part on a statistical correlation analysis of Henry Hub and California prices. If FERC accepts the Staff
recommendation, the total amount of refunds could roughly double over earlier estimates. IE, in conjunction
with others, submitted comments on the Staff recommendation. asserting that Staffs conclusions were
incorrect in part on the basis of the fact that the Staffs correlation study ignored evidence of nonnal market
forces and scarcity which created the pricing variations which Staff observed, rather than improper
manipulation of reported prices. Beyond soliciting comments on the Staff recommendation, the FERC has not
decided whether or how to proceed with consideration of a change in the gas pricing methodology which it
previously approved.
Based upon that order and subject to possible modification based upon revision of the gas indices to be used
the Cal ISO would then be directed by the FERC to calculate revised refund amounts due from sellers of spot
market power into the CalPX and Cal ISO during the refund period.
The Administrative Law Judge issued a Certification of Proposed Findings on California Refund Liability on
December 12, 2002. The FERC has indicated the intention to largely conclude work on the California refund
matters, including Judge Birchman s decision, the gas pricing component of its MMCP methodology and
claims of market manipulation, before the end of the first quarter of 2003.
On March 3 , 2003 , a group of California parties, including the California Attorney General, the California
Public Utilities Commission, the California Electricity Oversight Board, SCE and PG&E, filed materials with
the FERC claiming that wholesale power suppliers manipulated the California market during 2000-2001.
They seek approximately $8 billion in refunds for the state s ratepayers. A number of wholesale power
suppliers were named in the filings, including IDA CORP and IPC. IDACORP and IPC intend to vigorously
defend in this matter, but they are unable to predict the outcome of this proceeding.
In addition, the July 25 , 2001 FERC order established another proceeding to explore whether there may have
been unjust and unreasonable charges for spot market sales in the Pacific Northwest during the period
December 25,2000 through June 20, 2001. The FERC Administrative Law Judge (AU) submitted
recommendations and findings to the FERC on September 24, 2001. The AU found that prices should be
governed by the Mobile-Sierra standard of the public interest rather than the just and reasonable standard, that
the Pacific Northwest spot markets were competitive and that no refunds should be allowed. Procedurally, the
AU's decision is a recommendation to the commissioners of the FERC. Multiple parties have submitted
comments to the FERC respecting the AU's recommendations. The AU's recommended findings are pending
at the FERC. The City of Tacoma and the Port of Seattle requested that the docket be reopened to allow the
submission of additional evidence related to alleged manipulation of the power market by Enron and others.
IE opposed that request. By order issued December 19,2002, the FERC reopened the docket to allow
interested parties to take additional discovery and present additional evidence related to alleged market
manipulation and its intent on spot market sales in the Pacific Northwest. As is the case in the California
refund proceeding, at the conclusion of the discovery period, parties alleging market manipulation are to
submit their claims to the FERC and parties have until March 20, 2003 to submit evidence or comments in
response, including assertions that cross-examination is warranted. Grays Harbor, whose civil litigation claims
were dismissed, as noted above, has injected itself into the FERC proceedings asserting in discovery requests
that its six month forward contract, for which performance has been completed, should be treated as a spot
market contract for purposes of the FERC's consideration of refunds. Grays Harbor filed testimony on March
, 2003 requesting refunds from IPC of $5 million. The company intends to defend vigorously.
In addition, the Port of Seattle, the City of Tacoma and Seattle City Light made filings with the FERC on
March 3 , 2003 claiming that because some market participants drove prices up throughout the west through
acts of manipulation, prices for contracts throughout the Pacific Northwest Market should be re-set starting in
May 2000 using the same factors the FERC would use for California markets. These parties did not suggest
any misconduct by IE or IPC. IE and IPC expect to defend against these generic claims, but are unable to
predict the outcome of this matter.
IPC transferred its non-utility wholesale electricity marketing operations to IE in June 200 I effective June I
2001. Effective with this transfer, the outstanding receivables and payables with the CalPX and CallSO were
assigned from IPC to IE. At December 31 2002, the CalPX and Cal ISO owed $14 million and S30 million
respectively, for energy sales made to them by IPC in November and December 2000. IE ha~ accrued a
reserve of $42 million against these receivables.
These reserves were calculated taking into account the uncertainty of collection, given thc current California
energy situation. Based on the reserves recorded as of December 31 2002, IDACORP beliC\"e~ that the future
collectibility ofthese receivables or any potential refunds ordered by the FERC would not have a ~Igmficant
impact on its consolidated financial position, results of operations or cash flows.
Nevada Power Company: In February and April of2001 IE entered into several transactions under the
Western Systems Power Pool (WSPP) Agreement whereby IE agreed to deliver to Nevada Power Company
(NPC) 25 MW's during the third quarter of 2002. NPC agreed to pay IE $250 per MWh for heavy load
deliveries and $155 per MWh for light load deliveries. Based upon the uncertain financial condition of NPC
IE asked for further assurances ofNPC's ability to pay for the power iflE made the deliveries. NPC failed to
provide appropriate credit assurances; therefore, in accordance with the WSPP Agreement procedures, IE
terminated the transactions effective July 8, 2002.
Pursuant to the WSPP Agreement IE notified NPC of the liquidated damages amount and NPC responded with
a letter which describes their view of rights under the WSPP Agreement and suggests a negotiated resolution.
IE will continue to pursue its rights under the WSPP Agreement. At December 31 , 2002, IE had a $4 million
receivable related to the NPC claim. IE will review the recoverability of the asset on an ongoing basis.
Washington Retail Consumer Class Action Complaint: The complaint in this case was filed on December
2002 in the United States District Court for the Western District of Washington at Seattle, against various
entities, including IPc. The complaint was served on IPC on February 3, 2003. This action seeks class action
status on behalf of all persons and businesses residing in Washington who were purchasers of electrical and/or
natural gas energy from any period beginning in January 2000 to the present. The complaint alleges claims
under the Washington Consumer Protection Act, RCW 19., as well as common law claims of fraud by
concealment, negligence and for an accounting. The complaint asserts that the defendants, including IPC
engaged in, among other things, unfair and deceptive acts, in violation of the Federal Power Act, by (a)
withholding the supply of energy; (b) misrepresenting the amount of its energy supplies; (c) exercising
improper control over the energy markets; and (d) manipulating the price of energy markets resulting in energy
rates being unjust, unreasonable and unlawful. The plaintiff seeks certification of a class action, equitable and
injunctive relief, an accounting, treble damages, attorneys' fees and costs. On February 3, 2003, another
defendant, Reliant, moved to transfer the case to the Judge who is presiding over MDL No. 1405. IPC'
response to the complaint is due within 30 days from the date of service. IPC intends to vigorously defend
against this lawsuit and believes this matter will not have a material adverse effect on its consolidated financial
position, results of operations or cash flows.
Oregon Retail Consumer Class Action Complaint: The complaint in this case was filed on December 16
2002 in the Circuit Court of the State of Oregon for the County ofMultnomah, against various entities
including IPC. The complaint was served on IPC on February 7 , 2003. The case was removed by another
defendant, Reliant, to the United States District Court, District of Oregon on February 4, 2003. The complaint
seeks class action status on behalf of all persons and businesses residing in Oregon who were purchasers
electrical and/or natural gas energy from any period beginning in January 2000 to the present. The complaint
alleges claims under the Oregon Unfair Trade Practices Act, ORS 646.605 et seq. in addition to claims of fraud
by concealment, negligence and for an accounting. The complaint asserts that the defendants, including IPC,
engaged in, among other things, unfair and deceptive acts, in violation of the Federal Power Act, by (a)
withholding the supply of energy; (b) misrepresenting the amount of its energy supplies; (c) exercising
improper control over the energy markets; and (d) manipulating the price of energy markets resulting in energy
rates being charged to Oregon energy consumers that were unjust, unreasonable and unlawful. The plaintiff
seeks certification of a class action, equitable and injunctive relief, an accounting, attorneys' fees and costs.
The action was recently removed to federal court, and IPC intends to seek an extension of time to respond.
IPC intends to vigorously defend against this lawsuit and believes this matter will not have a material adverse
effect on its consolidated financial position, results of operations or cash flows.
Enron Bankruptcy Case: IE and IPC exercised their rights to tenninate all contracts with Enron Power
Marketing Inc. (EPMI) and Enron North America Corp. (ENA) on or about December 3,2001 , immediately
after the filing of the bankruptcy case by Enron and numerous of its subsidiaries and affiliates.
IE timely submitted claims during October, 2002 in the Enron bankruptcy proceeding for net pre-petition
obligations of EPMI and ENA and Enron Corp. (as Guarantor) to IE of over $17 million, primarily for power
and energy delivered prior to the Enron bankruptcy, together with contingent claims based on fraud, claims
arising from governmental investigations and other claims against Enron. IE and IPC have acknowledged that
there are also monetary values associated with forward contracts that were tenninated, which, when analyzed
separately, may result in a substantial net liability to Enron after setoff of such pre-petition obligations.
For several months, IE and IPC have been trying to reach agreement with Enron, under a non-disclosure and
confidentiality agreement, on amounts for both the pre-petition and future obligations in order to calculate a
net tennination payment value and a mutually agreed settlement value. However, the parties have not yet been
able to agree on these numbers. A proposed settlement agreement was being actively negotiated.
However, on February 27, 2003, IE received a complaint filed by EPMI in the U.S Bankruptcy Court
Southern District of New York. The complaint asserts that EPMI is entitled to a Tennination Payment of$39
million, plus interest from the tennination date. The complaint asks for declaratory relief, damages and makes
objections to IE's Proof of Claim. The answer to the complaint is due 30 days from the date of the Summons
dated February 26, 2003. A pretrial conference has been scheduled in the New York Bankruptcy Court on
April 10,2003.
On February 28, 2003, IE received a Notice of Presentment of Enron s proposed Order Governing Mediation
': of Trading Cases. Enron intends to present its proposed order, which would refer 25 listed pending adversary
. ".~,-
proceedings involving trading agreements to another bankruptcy judge for mediation, to the Bankruptcy Court
on March 4, 2003. Although the adversary proceeding against IE is not among the listed proceedings, the
proposed order would also refer "any future adversary proceedings" to the mediation judge. Certain parties
filed objections to the proposed order on March 3, 2003 , which will be considered at the March 4 hearing.
Enron s counsel has agreed that since the proceeding against IE was not among the 25 listed in the proposed
order, it was not necessary for IE to file objections or to meet certain other deadlines set forth in the proposed
order. However, Enron will likely seek to refer the IE proceeding to the mediation judge.
While IE and IPC intend to continue to pursue settlement, if the matter is not resolved by settlement, IE and
IPC intend to dispute the amounts claimed by EPMI and will vigorously defend against the complaint and
aggressively prosecute any counterclaims it may have against Enron.
The companies believe that the liabilities accrued at December 31 , 2002 are sufficient to cover the payments
considered probable under this litigation or potential settlement.
9. STOCK-BASED COMPENSATION:
IDACORP has two stock-based compensation plans that are intended to align employee and shareholder
objectives related to its long-term growth.
IDACORP adopted the 2000 Long-Term Incentive Compensation Plan (L TICP) for officers, key employees
and directors. The LTICP permits the grant of non qualified stock options, incentive stock options, stock
appreciation rights, restricted stock, restricted stock units, performance units, performance shares and other
awards.
The maximum number of shares available under the LTICP is 2 050 000. In 2002 and 2001 , IDACORP issued
355 000 and 274 000 stock options with an exercise price equal to the market price ofIDACORP's stock on the
date of grant. The maximum term of the options is ten years, and they vest ratably over a five-year period. In
accordance with APB 25, no compensation costs have been recognized for the option awards.
Stock option transactions are summarized as follows:
2002 2001 2000
Weighted Weighted Weighted
Number average Number average Number average
exercise exercise exercise
shares price shares price shares rice
Outstanding, beginning of year 494 000 37.220,000 35.
Granted 355,000 39.50 274 000 39.220 000 35.
Exercised
Cancelled
Outstanding, end of year 849 000 38.50 494 000 37,220 000 35.
Exercisable 142 800 37.000 35.
The outstanding options have a range of exercise prices from $35.81 to $40.31. As of December 31 2002, the
weighted average remaining contractual life is 8.4 years.
IDACORP also has a restricted stock plan for certain key employees. Each grant made under this plan has a
three-year restricted period, and the final award amounts depend on the attainment of cumulative earnings per
share performance goals. At December 31 , 2002, there were 201 539 remaining shares available under this
plan.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
I X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30. 2003
TRANSITION REPORT PURSUANT TO SECTION 13 OR 1 5 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from
Commission File
Number
14465
3198
Exact name of registrants as specified
in their charters, state of incorporation, address
of principal executive offices, and telephone number
IDACORP, Inc.
Idaho Power Company
1221 W. Idaho Street
Boise, ID 83702-5627
I.R.S. Employer
Identification
Number
82-0505802
82-0130980
Telephone: [phone]
State of Incorporation: Idaho
Web site: www.idacoroinc.com
None
Fonner name" fonner address and fonner fiscal year, if changed since last report.
Indicate by check mark whether the registrants (1) have 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.lL No
Indicate by check mark whether the registrants are accelerated filers (as defined in Rule 12b-2 of
the Exchange Act).
IDACORP, Inc.
Idaho Power Company
Yes.lL No
Yes - Nol
Number of shares of Common Stock outstanding as of September 30, 2003:
IDACORP, Inc.
Idaho Power Company:
206,621
612 351 all held by IDACORP, Inc.
This combined Fonn 10-Q represents separate filings by IDACORP, Inc. and Idaho Power Company.
Infonnation contained herein relating to an individual registrant is filed by that registrant on its own
behalf. Idaho Power Company makes no representations as to the infonnation relating to IDACORP,
Inc.s other operations.
IDACORP has a $175 million credit facility that expires on March 17 2004 , and a $140 million credit
facility that expires on March 26, 2005. Under these facilities IDACORP pays a facility fee on the
commitment, quarterly in arrears, based on its corporate credit rating. Commercial paper may be issued
up to the amounts supported by the bank credit facilities. At September 30, 2003, IDACORP's short-term
borrowings totaled $11 million.
At September 30, 2003 , IPC had regulatory authority to incur up to $250 million of short-term
indebtedness. IPC has a $200 million credit facility that expires on March 17, 2004. Under this facility
IPC pays a facility fee on the commitment, quarterly in arrears, based on IPC's corporate credit rating.
IPC's commercial paper may be issued up to the amounts supported by the bank credit facilities. At
September 30,2003.. IPC's short-term borrowings totaled $14 million.
On October 22 2003 , Humboldt County, Nevada issued, for the benefit ofIPC, $49.8 million Pollution
Control Revenue Refunding Bonds (Idaho Power Company Project) Series 2003 due December 1 , 2024.
IPC borrowed the proceeds from the issuance pursuant to a Loan Agreement with Humboldt County and
is responsible for payment of principal, premium, if any, and interest on the bonds. The bonds are
secured, as to principal and interest, by IPC first mortgage bonds and as to principal and interest when
due, by an insurance policy issued by Ambac Assurance Corporation. The bonds were issued in an
auction rate mode under which the interest rate is reset every 35 days. The initial auction rate was set at
95 percent. Proceeds from this issuance together with other funds provided by IPC will be used to
redeem the outstanding $49.8 million Pollution Control Revenue Bonds (Idaho Power Company Project)
3% Series 1984 due 2014, which have been called for redemption on December 1 2003, at 103%.
The following tax credit notes were issued by IFS during 2003 (in thousands of dollars):
Issue Date
March 12 2003
July 15 2003
Series
2003-
2003-
Principal
Amount
$ 25 475
000
Interest
Rate
00%
98%
Maturity
2003 - 2010
2003 - 2009
Additionally, IFS borrowed $25 million from a corporate lender on July 25,2003 at an interest rate of
65 percent. This debt matures from 2003-2008.
Proceeds from the issuance of these debt instruments were primarily used by IFS to pay intercompany
notes to IDACORP, which then used the proceeds to reduce short-tenn borrowings. The debt for series
2003-1 is non-recourse to both IFS and IDACORP. The debt for the remaining two issuances is recourse
only to IFS.
5. COMMITMENTS AND CONTINGENT LIABILITIES:
From time to time IDACORP and IPC are a party to various other legal claims, actions and complaints
not discussed below. IDACORP and IPC believe that they have defenses to all lawsuits and legal
proceedings in which they are defendants and will vigorously defend against them, although they are
unable to predict with certainty whether or not they will ultimately be successful. However, based on the
companies' evaluations, they believe that the resolution of these matters will not have a material adverse
effect on their consolidated financial positions, results of operations or cash flows.
Legal Proceedings
United Systems, Inc., f/k/a Commercial Building Services, Inc.: On March 18 2002, United Systems
Inc. (United Systems) filed a complaint in Idaho State District Court in and for the County of Ada against
IDACORP Services Co., an inactive subsidiary ofIDACORP, dba IDACORP Solutions. United Systems
is a heating, ventilation, refrigeration and plumbing contracting company that entered into a contract with
IDACORP Services Co. in December 2000.
Under the tenns of the contract, IDACORP Services Co. authorized United Systems to do business as
IDACORP Solutions." The contract was to be effective from January 2001 through December 2005.
In November 2001 , IDACORP Services Co. notified United Systems that IDACORP Services Co. was
tenninating the contract for convenience. The contract allowed for such tennination but required the
terminating party to compensate the other party for all costs incurred in preparation for, and in
performance of, the contract, and for reasonable net profit for the remaining term of the contract. United
Systems claims $7 million in net profits lost and costs incurred.
IDACORP Services Co. asserts that termination related compensation owed to United Systems, if any, is
substantially less than the amount claimed by United Systems.
On August 8, 2002, United Systems filed an amended complaint adding IDACORP, IE and IPC as
additional defendants claiming they should be held jointly and severally liable for any judgment entered
against IDACORP Services Co. On Septemb~r 9, 2002, all defendants moved to bifurcate the piercing of
the corporate veil claims from the remainder of plaintiffs claims. On October 4, 2002, United Systems
filed a Motion for Partial Summary Judgment as to their damages. On July 9, 2003, the Court denied
Plaintiffs Motion for Partial Summary Judgment and granted Defendants' Motion to Bifurcate. On
October 29, 2003, IDACORP agreed to pay $712 500 to settle this dispute with United Systems in return
for dismissal of the proceeding with prejudice. The settlement is expected to be final on or before
November 28 2003.
Public Utility District No.1 of Grays Harbor County, Washington: On October 15,2002, Public
Utility District No.1 of Grays Harbor County, Washington (Grays Harbor) filed a lawsuit in the Superior
Court of the State of Washington, for the County of Grays Harbor, against IDACORP, IPC and IE. On
March 9, 2001 , Grays Harbor entered into a 20 megawatt (MW) purchase transaction with IPC for the
purchase of electric power from October 1 , 2001 through March 31 , 2002, at a rate of $249 per megawatt-
hour (MWh). In June 2001 , with the consent of Grays Harbor, IPC assigned all of its rights and
obligations under the contract to IE. In its lawsuit, Grays Harbor alleged that the assignment was void
and unenforceable, and sought restitution from IE and IDACORP, or in the alternative, Grays Harbor
alleged that the contract should be rescinded or reformed. Grays Harbor sought as damages an amount
equal to the difference between $249 per MWh and the "fair value" of electric power delivered by IE
during the period October 1 , 2001 through March 31 , 2002.
IDACORP, IPC and IE had this action removed from the state court to the United States District Court for
the Western District of Washington at Tacoma. On November 12 2002, the companies filed a motion to
dismiss Grays Harbor s complaint, asserting that the Federal District Court lacked jurisdiction because the
FERC has exclusive jurisdiction over wholesale power transactions and thus the matter is preempted
under the Federal Power Act (FPA) and barred by the filed-rate doctrine. The court ruled in favor of the
companies' motion to dismiss and dismissed the case with prejudice on January 28 , 2003. On February
2003 , Grays Harbor filed a Notice of Appeal, appealing the final judgment of.dismissal to the United
States Court of Appeals for the Ninth Circuit. Briefing on the appeal was completed in August 2003 , but
the court has yet to set a date for oral argument. The companies intend to vigorously defend their position
on appeal and believe this matter will not have a material adverse effect on their consolidated financial
positions, results of operations or cash flows.
State of California Attorney General: The California Attorney General (A G) filed the complaint in this
case in the California Superior Court in San Francisco on May 30, 2002. This is one of thirteen virtually
identical cases brought by the AG against various sellers of power in the California market, seeking civil
penalties pursuant to California s unfair competition law - California Business and Professions Code
Section 17200. Section 17200 defines unfair competition as any "unlawful, unfair or fraudulent business
act or practice. . ." The AG alleges that IPC engaged in unlawful conduct by violating the FPA in two
respects: (I) by failing to file its rates with the FERC as required by the FP A; and (2) charging unjust and
unreasonable rates in violation of the FP A. The AG alleged that there were "thousands of. . . sales or
purchases" for which IPC failed to file its rates, and that IPC charged unjust and unreasonable rates on
thousands of occasions." Pursuant to Business and Professions Code Section 17206, the AG seeks civil
penalties of up to $2 500 for each alleged violation. On June 25, 2002 , IPC removed the action to federal
court, and on July 25 2002, the AG filed a motion to remand back to state court. On March 25 2003 , the
court denied the AG's motion to remand and granted IPC's motion to dismiss the case based upon grounds
of federal preemption and the filed-rate doctrine. On March 28, 2003, the AG filed a Notice of Appeal
appealing from the court's final judgment dismissing the action to the United States Court of Appeals for
the Ninth Circuit. The AG's opening appeal brief was filed on August 13,2003. IPC's brief was filed
October 14, 2003. IPC intends to vigorously defend its position on appeal and believes this matter will
not have a material adverse effect on its consolidated financial position, results of operations or cash
flows.
Wholesale Electricity Antitrust Cases I & II: These cross-actions against IE and IPC emerged from
multiple California state court proceedings first initiated in late 2000 against various power
generators/marketers by various California municipalities and citizens, including California Lieutenant
Governor Cruz Bustamante and California legislator Barbara Matthews in their personal capacities. Suit
was filed against entities including Reliant Energy Services, Inc., Reliant Ormond Beach, LLC., Reliant
Energy Etiwanda, LLC., Reliant Energy Ellwood, LLC., Reliant Energy Mandalay, LLC. and Reliant
Energy Coolwater, LLC. (collectively, Reliant); and Duke Energy Trading and Marketing, LLc., Duke
Energy Morro Bay, LLC., Duke Energy Moss Landing, LLc., Duke Energy South Bay, LLC. and
Duke Energy Oakland, LLC. (collectively, Duke). While varying in some particulars, these cases made
a common claim that Reliant, Duke and certain others (not including IE or IPC) colluded to influence the
price of electricity in the California wholesale electricity market. Plaintiffs asserted various claims that
the defendants violated California Antitrust Law (the Cartwright Act), Business & Professions Code
Section 16720 et seq.and California s Unfair Competition Law, Business & Professions Code Section
17200 et seq. Among the ac5s complained of are bid rigging, information exchanges, withholding of
power and various other wrongful acts. These actions were subsequently consolidated, resulting in the
filing of Plaintiffs' Master Complaint (PMC) in San Diego Superior Court on March 8, 2002.
On April 22, 2002, more than a year after the initial complaints had been filed, two of the original
defendants, Duke and Reliant, filed separate cross-complaints against IPC and IE, and approximately 30
other cross-defendants. Duke and Reliant's cross-complaints seek indemnity from IPC, IE and the other
cross-defendants for an unspecified share of any amounts they must pay in the underlying suits because
they allege, other market participants like IPC and IE engaged in the same conduct at issue in the PMc.
Duke and Reliant also seek declaratory relief as to the respective liability and conduct of each of the
cross-defendants in the actions alleged in the PMc. Reliant also asserted a claim against IPC for alleged
violations of the California Unfair Competition Law, Business and Professions Code Section 17200
seq. As a buyer of electricity in California, Reliant seeks the same relief from the cross-defendants
including IPC, as. that sought by plaintiffs in the PMC as to any power Reliant purchased through the
California markets.
Some of the newly added defendants (foreign citizens and federal agencies) removed that litigation to
federal court. IPC and IE, together with numerous other defendants added by the cross-complaints
moved to dismiss these claims, and those motions were heard in September 2002, together with motions
to remand the case back to state court filed by the original plaintiffs. On December 13 , 2002, the Federal
District Court granted Plaintiffs' Motion to Remand to state court but did not issue a ruling on IPC and
IE's motion to dismiss. The Ninth Circuit has granted certain Defendants and Cross-Defendants' Motions
to Stay the Remand Order while they appeal the Order. The appeal is not yet fully briefed and the court
has yet to set oral argument. As a result of the various motions, no trial date is set. The companies intend
to vigorously defend their position in this proceeding and believe these matters will not have a material
adverse effect on their consolidated financial positions, results of operations or cash flows.
Class Action Complaint Relating to Trades on the New York Mercantile Exchange: On August 18
2003, Cornerstone Propane Partners, LP. (Cornerstone), on behalf of itself and others who allegedly
purchased and sold natural gas futures and options contracts on the New York Mercantile Exchange from
January 1 2000 to December 31 2002, filed a class action complaint in the United States District Court
for the Southern District of New York against over 30 defendants, including IDACORP and IPc. The
complaint claims that the defendants reported inaccurate trading infonnation to various trade publications
that compile and publish indices of natural gas prices and that defendants engaged in various improper
trades on the Enron Online internet-based trading platfonn, the alleged purpose of which was to
improperly inflate the prices of natural gas. Cornerstone has sought class action certification and
damages for alleged violations of the Commodity Exchange Act and for aiding and abetting such
violations.
The companies intend to vigorously defend their position in this proceeding and believe these matters will
not have a material adverse effect on their consolidated financial positions, results of operations or cash
flows.
Port of Seattle: On May 21 , 2003 , the Port of Seattle, a Washington municipal corporation, filed a
lawsuit against 20 energy finns, including IPC and IDACORP, in the United States District Court for the
Western District of Washington at Seattle. The Port of Seattle s complaint alleges fraud and violations of
state and federal antitrust law and the Racketeering Influenced and Con-upt Organization Act. All
defendants, including IPC and IDACORP, have moved to dismiss the complaint in lieu of answering it.
The motions are all based on the ground that the complaint seeks in effect to set alternative electrical
rates, which are exclusively within the jurisdiction of the FERC and are barred by the filed-rate doctrine.
The motions to dismiss and all other aspects of the case have been stayed by the judge in the Western
District of Washington, pending a decision by the Panel on Multiple District Litigation whether to
transfer the case to one of several multidistrict actions currently pending in California. A number of
defendants have proposed such a transfer while two defendants and the Port of Seattle oppose the transfer.
IPC and IDACORP have taken no position with regard to the transfer. The companies intend to
vigorously defend their position in this proceeding and believe these matters will not have a material
adverse effect on their consolidated financial positions, results of operations or cash flows.
California Energy Proceedings at the FERC:
California Power Exchange Chargeback
As a component ofIPC's non-utility energy trading in the state of California , IPC, in January 1999
entered into a participation agreement with the California Power Exchange (CaIPX), a California non-
profit public benefit corporation. The CaIPX, at that time, operated a wholesale electricity market in
California by acting as a clearinghouse through which electricity was bought and sold. Pursuant to the
participation agreement, IPC could sell power to the CalPX under the tenDS and conditions of the CalPX
Tariff. Under the participation agreement, if a participant in the CalPX exchange defaulted on a payment
to the exchange, the other participants were required to pay their allocated share of the default amount to
the exchange. The allocated shares were based upon the level of trading activity, which included both
power sales and purchases, of each participant during the preceding three-month period.
On January 18, 2001 , the CalPX sent IPC an invoice for $2 million - a "default share invoice" - as a result
of an alleged Southern California Edison (SCE) payment default of $215 million for power purchases.
IPC made this payment. On January 24 2001 , IPC tenninated the participation agreement. On February
2001 , the CalPX sent a further invoice for $5 million, due February 20 2001 , as a result of alleged
payment defaults by SCE, Pacific Gas and Electric Company (PG&E) and others. However, because the
CalPX owed IPC $11 million for power sold to the CalPX in November and December 2000, IPC did not
pay the February 8th invoice. IPC essentially discontinued energy trading with the CalPX and the
California Independent System Operator (Cal ISO) in December 2000.
IPC believes that the default invoices were not proper and that IPC owes no further amounts to the
CaIPX. IPC has pursued all available remedies in its efforts to collect amounts owed to it by the CaIPX.
On February 20, 2001, IPC filed a petition with the FERC to intervene in a proceeding that requested the
FERC to suspend the use of the CalPX charge back methodology and provides for further oversight in the
CalPX's implementation of its default mitigation procedures.
A preliminary injunction was granted by a Federal Judge in the Federal District Court for the Central
District of California enjoining the CalPX from declaring any CalPX participant in default under the
tenus of the CalPX Tariff. On March 9 , 2001 , the CalPX filed for Chapter 11 protection with the United
States Bankruptcy Court, Central District of California.
In April 2001 , PG&E filed for bankruptcy. The CalPX and the Cal ISO were among the creditors of
PG&E. To the extent that PG&E's bankruptcy filing affects the collectibility of the receivables from the
CalPX and the Cal ISO, the receivables from these entities are at greater risk.
The FERC issued an order on April 6, 2001 requiring the CalPX to rescind all chargeback actions related
to PG&E's and SCE's liabilities. Shortly after that time, the CalPX segregated the CalPX chargeback
amounts it had collected in a separate account. The CalPX claims it is awaiting further orders of the
FERC and the bankruptcy court before distributing the funds that it collected under its chargeback tariff
mechanism. Although certain parties to the California refund proceeding urged the FERC's Presiding
Administrative Law Judge (AU) to consider the chargeback amounts in his determination of who owes
what to whom, in his Certification of Proposed Findings on California Refund Liability, he concluded that
the matter already was pending before the FERC for disposition.
California Refund
In April 2001 , the FERC issued an order stating that it was establishing price mitigation for sales in the
California wholesale electricity market. Subsequently, in its June 19 2001 order, the FERC expanded
that price mitigation plan to the entire western United States electrically interconnected system. That plan
included the potential for orders directing electricity sellers into California since October 2 , 2000 to
refund portions of their spot market sales prices if the FERC determined that those prices were not just
and reasonable, and therefore not in compliance with the FP A. The June 19 order also required all buyers
and sellers in the Cal ISO market during the subject time-frame to participate in settlement discussions to
explore the potential for resolution of these issues without further FERC action. The settlement
discussions failed to bring resolution of the refund issue and as a result, the FERC's Chief AU submitted
a Report and Recommendation to the FERC recommending that the FERC adopt the methodology set
forth in the report and set for evidentiary hearing an analysis of the Cal ISO's and the CalPX's spot
markets to determine what refunds may be due upon application of that methodology.
On July 25 , 2001 , the FERC issued an order establishing evidentiary hearing procedures related to the
scope and methodology for calculating refunds related to transactions in the spot markets operated by the
Cal ISO and the CalPX during the period October 2 2000 through June 20, 2001. As to potential refunds
if any, IE believes its exposure is likely to be offset by amounts due from California entities. Multiple
parties have filed requests for rehearing and petitions for review. The latter, more than 60, have been
consolidated by the United States Court of Appeals for the Ninth Circuit and held in abeyance while the
FERC continues its deliberations. The Ninth Circuit also directed the FERC to permit the parties to
adduce additional evidence respecting market manipulation. See "Market Manipulation" below.
On March 20, 2002, the AG filed a complaint with the FERC against various sellers in the wholesale
power market, including IE and IPC, alleging that the FERC's market-based rates violate the FP A, and
even if market-based rate requirements are valid, that the quarterly transaction reports filed by sellers do
not contain the transaction-specific information mandated by the FP A and the FERC. The complaint
stated that refunds for amounts charged between market-based rates and cost-based rates should be
ordered. The FERC denied the challenge to market-based rates and refused to order refunds, but did
require sellers, including IE and IPC, to refile their quarterly reports to include transaction-specific data.
The AG appealed the FERC's decision to the United States Court of Appeals for the Ninth Circuit. The
AG contends that the failure of all market-based rate authority sellers of power to have rates on file with
the FERC in advance of sales is impermissible. The Ninth Circuit heard oral arguments on October 9
2003, but has not specified the date on which it will issue a decision. The companies cannot predict the
outcome ofthis matter.
This case had been further complicated by an August 13, 2002 FERC Staff (Staff) Report which included
the recommendation to replace the published California indices for gas prices that the FERC previously
established as just and reasonable for calculating a Mitigated Market Clearing Price (MMCP) to calculate
refunds with other published indices for producing basin prices plus a transportation allowance. The
Staffs recommendation is grounded on speculation that some sellers had an incentive to report
exaggerated prices to publishers of the indices, resulting in overstated published index prices. Staff based
its speculation in large part on a statistical correlation analysis of Henry Hub and California prices. IE, in
conjunction with others, submitted comments on the Staff recommendation - asserting that the Staffs
conclusions were incorrect because the Staffs correlation study ignored evidence of normal market forces
and scarcity that created the pricing variations that the Staff observed, rather than improper manipulation
of reported prices.
The AU issued a Certification of Proposed Findings on California Refund Liability on December 12
2002.
The FERC issued its Order on Proposed Findings on Refund Liability on March 26, 2003. In large part
the FERC affirmed the recommendations of its AU. However, the FERC changed a component of the
formula the AU was to apply when it adopted findings of its staff that published California spot market
prices for gas did not reliably reflect the prices a gas market that had not been manipulated would have
produced, despite the fact that many gas buyers paid those amounts. The findings of the AU, as adjusted
by the FERC's March 26 , 2003 order, are expected to substantially increase the offsets to amounts still
owed by the Cal ISO and the CalPX to the companies. Calculations remain uncertain because the FERC
has required the CallS0 to correct a number of defects in its calculations and because the FERC has
stated that if refunds will prevent a seller from recovering its California portfolio costs during the refund
period, it will provide an opportunity for a cost showing by such a respondent. As a result, IE is unsure of
the impact this ruling will have on the refunds due from California.
, along with a number of other parties, filed a petition with the FERC on April 25, 2003 seeking review
of the March 26, 2003 order. On October 16 2003, the FERC issued two orders denying rehearing
most contentions that had been advanced and directing the Cal ISO to prepare its compliance filing
calculating revised MMCPs and refund amounts within five months. After that time the FERC will
consider cost-based filings from sellers to reduce their refund exposure.
In June 200 I , IPC transferred its non-utility wholesale electricity marketing operations to IE. Effective
with this transfer, the outstanding receivables and payables with the CalPX and the Cal ISO were
assigned from IPC to IE. At September 30, 2003, with respect to the CalPX chargeback and the
California Refund proceedings discussed above, the CalPX and the Cal ISO owed $14 million and $30
million, respectively, for energy sales made to them by IPC in November and December 2000. IE has
accrued a reserve of $42 million against these receivables. This reserve was calculated taking into
account the uncertainty of collection, given the California energy situation. Based on the reserve
recorded as of September 30 2003 , IDA CORP believes that the future collectibility of these receivables
or any potential refunds ordered by the FERC would not have a material adverse effect on its consolidated
financial position, results of operations or cash flows.
Market Manipulation
In a November 20, 2002 order the FERC pennitted discovery and the submission of evidence respecting
market manipulation by various sellers during the western power crises of 2000 and 2001.
On March 3, 2003, the California Parties (the investor owned utilities, the California Attorney General
the California Electricity Oversight Board and the California Public Utilities Commission) filed
voluminous documentation asserting that a number of wholesale power suppliers, including IE and IPC
had engaged in a variety of fonns of conduct that the California Parties contended were impennissible.
Although the contentions of the California Parties were contained in more than 11 compact discs of data
and testimony, approximately 12 000 pages, IE and IPC were mentioned in limited contexts - the
overwhelming majority of the claims of the California Parties related to claims respecting the conduct of
other parties.
As a consequence, the California Parties urged the FERC to apply the precepts of its earlier decision, to
replace actual prices charged in every hour starting May 1 2000 through the beginning of the existing
refund period (October 2 2000) with a MMCP, seeking approximately $8 billion in refunds to the Cal
ISO and the CaIPX. On March 20, 2003 , numerous parties, including the companies, submitted briefs
and responsive testimony.
In its March 26, 2003 order, discussed above, the FERC declined to generically apply its refund
detenninations across the board to sales by all market participants, although it stated that it reserved the
right to provide remedies for the market against parties shown to have engaged in proscribed conduct
On June 25 , 2003 , the FERC ordered over 50 entities that participated in the western wholesale power
markets between January 1 2000 and June 20, 2001 , including IPC, to show cause why certain trading
practices did not constitute gaming or anomalous market behavior in violation of the Cal ISO and the
CalPX Tariffs. The Cal ISO was ordered to provide data on each entity's trading practices within 21 days
of the order, and each entity was to respond explaining their trading practices within 45 days of receipt of
the Cal ISO data. IPC submitted its responses to the show cause orders on September 2 and 4 2003. On
October 16, 2003, IPC reached agreement with the Staff on the two orders commonly referred to as the
gaming" and "partnership" show cause orders. Regarding the gaming order, the Staff detennined it had
no basis to proceed with allegations of false imports and paper trading and IPC agreed to pay $83,373 to
settle allegations of circular scheduling. IPC believed that it had defenses to the circular scheduling
allegation but detennined that the cost of settlement was less than the cost of litigation. In the settlement
IPC did not admit any wrongdoing or violation of any law. With respect to the "partnership" order, the
Staff agreed to submit a motion to the FERC to dismiss the proceeding because materials submitted by
IPC demonstrated that IE did notuse the "parking" and "lending" arrangement with Public Service
Company of New Mexico to engage in gaming or anomalous market behavior. The "gaming" settlement
must be certified by an AU and approved by the FERC and the motion to dismiss the "partnership
proceeding must be approved by the FERC before becoming final. Any final order will be subject to
appeal by other parties in the proceeding. The California parties are attempting to persuade the FERC to
delay these proceedings and consider requests for rehearing, which would expand the scope of the
conduct under consideration.
On June 25, 2003, the FERC also issued an order instituting an internal investigation of anomalous
bidding behavior and practices in the western wholesale power markets. In this investigation, the FERC
will review evidence of alleged economic withholding of generation. The FERC has detennined that all
bids into the CalPX and the Cal ISO markets for more than $250 per MWh for the time period May 1
2000 through October 1 , 2000 will be considered prima facie evidence of economic withholding. The
FERC has issued data requests in this investigation to over 60 market participants including IPc. If it is
detennined that IPC engaged in improper bidding, the FERC has indicated that sanctions may include
disgorgement of alleged profits and other non-monetary actions, including possible revocation of market -
based rate authority and/or additional required provisions in codes of conductIPC received some
information regarding these matters from the Cal ISO and on July 24, 2003 , IPC responded to the FERC's
data requests. Based on the information received to date from the Cal ISO, IDACORP and IPC believe
that any potential penalties imposed by the FERC would not have a material adverse effect on their
consolidated financial positions, results of operations or cash flows.
Pacific Northwest Refund: On July 25, 2001 , the FERC issued an order establishing another proceeding
to explore whether there may have been unjust and unreasonable charges for spot market sales in the
Pacific Northwest during the period December 25 2000 through June 20 2001. The FERC AU
submitted recommendations and findings to the FERC on September 24 2001. The AU found that
prices should be governed by the Mobile-Sierra standard of the public interest rather than the just and
reasonable standard, that the Pacific Northwest spot markets were competitive and that no refunds should
be allowed. Procedurally, the AU's decision is a recommendation to the commissioners of the FERc.
Multiple parties have submitted comments to the FERC respecting the AU's recommendations. The
AU's recommended findings had been pending before the FERC, when at the request of the City of
Tacoma and the Port of Seattle on December 19 2002, the FERC reopened the proceedings to allow the
submission of additional evidence related to alleged manipulation of the power market by Enron and
others. As was the case in the California refund proceeding, at the conclusion of the discovery period
parties alleging market manipulation were to submit their claims to the FERC and responses were due on
March 20 2003. Grays Harbor, whose civil litigation claims were dismissed, as noted above, has
intervened in this FERC proceeding, asserting on March 3 , 2003 that its six month forward contract, for
which performance has been completed, should be treated as a spot market contract for purposes of the
FERC's consideration of refunds and requesting refunds from IPC of $5 million. Grays Harbor did not
suggest that there was any misconduct by the company. The company submitted responsive testimony
defending vigorously against Grays Harbor s refund claims.
In addition, the Port of Seattle, the City of Tacoma and Seattle City Light made filings with the FERC on
March 3 , 2003 ch~iming that because some market participants drove prices up throughout the west
through acts of manipulation, prices for contracts throughout the Pacific Northwest market should be re-
set starting in May 2000 using the same factors the FERC would use for California markets. Although
the majority of the claims of these parties are generic, they named a number of power market suppliers
including IPC and IE, as having used parking services provided by other parties under FERC-approved
tariffs and thus as being candidates for claims of having received incorrectly congestion revenues from
the Cal ISO. On June 25, 2003 , after having considered oral argument held earlier in the month, the
FERC issued its Order Granting Rehearing, Denying Request to Withdraw Complaint and Terminating
Proceeding, in which it terminated the proceeding and required that no refunds be paid. The order
remains subject to rehearing by the FERCand review by appellate courts. The companies are unable
predict the outcome of this matter,
Nevada Power Company: In February and April of2001 , IPC entered into two transactions under the
Western Systems Power Pool (WSPP) Agreement whereby IPC agreed to deliver to Nevada Power
Company (NPC) 25 MW during the third quarter of 2002. NPC agreed to pay IPC $250 per MWb for
heavy load deliveries and $155 per MWh for light load deliveries. IPC assigned the contracts to IE with
NPC's consent and the assignment was subsequently approved by the FERC. Based upon the uncertain
financial condition ofNPC, and pursuant to the terms of the WSPP Agreement, IE requested NPC to
provide assurances of its ability to pay for the power if IE made the deliveries. NPC failed to provide
appropriate credit assurances; therefore, in accordance with the WSPP Agreement procedures, IE
terminated all WSPP Agreement transactions with NPC effective July 8, 2002. Pursuant to the WSPP
Agreement, IE notified NPC ofthe liquidated damages amount and NPC responded with a letter, which
described their view of rights under the WSPP Agreement and suggested a negotiated resolution. IE and
NPC unsuccessfully attempted to mediate a resolution to this dispute.
IE filed a complaint against NPC on April 25 , 2003, in Idaho State District Court in and for the County of
Ada. This complaint was served on NPC on May 14 2003. IE asked the Idaho State District Court for
damages in excess of $9 million pursuant to the contracts. On June 17, 2003, NPC filed a motion to
dismiss IE's complaint alleging, among other things, that: the Idaho State District Court lacks jurisdiction
over NPC; a separate complaint seeking declaratory judgment was filed in the United States District
Court, District of Nevada on May 14 2003 by NPCagainst IPC, IE and IDACORP involving the same
subject matter as the complaint filed by IE against NPC; IE does not have standing to maintain certain
claims against NPC; Idaho is not a convenient forum to adjudicate the matter; and IE filed the action in
Idaho State District Court in violation of the WSPP Agreement. NPC's motion to dismiss is scheduled to
be heard on December 2 2003. NPC has never served IE with the complaint for declaratory judgment
filed in the United States District Court in Nevada.
On September 23, 2003, NPC filed and served IE, IPC, and IDACORP with a Declaratory Action filed
with the Nevada State Court in arid for the County of Clark concerning the same subject matter of the
pending Idaho State District Court action filed by IE on April 25, 2003. NPC seeks declaratory judgment
on the following issues: that the assignment of the February and April 2001 energy supply contracts from
IPC to IE is void or voidable; that IE did not comply with the WSPP Agreement when requesting
reasonable assurances; and that NPC is relieved of its obligations to pay under the contracts by reason of
force majeure. IE filed a motion to dismiss NPC's Nevada State Court claims.
IE intends to vigorously prosecute the action it filed in Idaho State District Court. Furthermore, IPC, IE
and IDA CORP intend to vigorously defend against NPC's claims filed in the State of Nevada.
At September 30, 2003, IE had a $4 million receivable related to the NPC contracts.
6. REGULATORY MATTERS:
Wind Down of Energy Marketing
IDACORP announced in 2002 that IE would wind down its energy marketing operations. In connection
with the wind down, certain matters were identified that required resolution with the FERC and the IPUC.
IE and IPC voluntarily contacted the FERC in September 2002 to discuss these matters.
The FERC matters have been resolved by the issuance of two FERC orders:
On February 26 , 2003 , the FERC issued an order approving the assignment of certain wholesale
power and transmission services agreements from IPC to IE. The FERC also found that IPC
violated Section 203 of the FPA by assigning the agreements in June 2001 without seeking prior
approval from the FERC. The FERC noted that noncompliance with Section 203 of the FP A may
prompt the FERC in certain instances to impose remedies as a condition of its approval; however
no such remedies were imposed in this order.
On May 16 2003 , the FERC issued an order approving a stipulation and consent agreement
resolving issues regarding access to IPC's transmission system , IPC's noncompliance with
Sections 203 and 205 of the FP A, standards of conduct and codes of conduct. The order provided
for (I) the refund of $0.3 million to certain counterparties associated with the inappropriate use of
native load priority and for failure to obtain FERC approval prior to assigning certain contracts
from IPC to IE, (2) the transfer of $5.8 million in benefits from IE to IPC as the result of certain
transactions between the affiliates that were not properly filed with the FERC and (3) the
implementation of certain compliance and auditing programs to ensure future compliance with
FERC requirements.
In an IPUC proceeding that has been underway since May 2001 , IPC, the IPUC staff and several
interested customer groups have been working to detennine the appropriate compensation IE should
provide to IPC for certain transactions between the affiliates. The IPUC has issued several orders since
then regarding these matters. Order No. 28852 issued on September 28, 2001 covered the time period
prior to February 2001. Order No. 29026 covered the time period from March 2001 through March 2002.
The IPUC also approved IPC's ongoing hedging and risk management strategies in Order No. 29102
issued on August 28, 2002. This order fonnalized IPC's agreement to implement a number of changes to
its existing practices for managing risk and initiating hedging purchases and sales. In the same order, the
IPUC directed IPC to present a resolution or a status report to the IPUC on additional compensation due
to the utility for the use of its transmission system and other capital assets by IE and any remaining
transfer pricing issues. Status reports were filed with the IPUC on December 20, 2002, March 20, 2003
and May 13,2003 and settlement discussions were initiated. The $5.8 million in benefits related to the
FERC settlement have been included in the Power Cost Adjustment (PCA) and credited to Idaho retail
customers in accordance with the PCA methodology. The parties to the proceeding have reached a verbal
agreement that an additional $5.5 million will be flowed through the PCA mechanism to the Idaho retail
customers from April 2003 through December 2005. This agreement is subject to approval by the IPUc.
The settlement should resolve all remaining compensation issues.
IDACORP and IPC do not believe that resolution of these transactions will have a material adverse effect
on their consolidated financial positions, results of operations or cash flows.
Federal Energy Regulatory Commission
As previously disclosed, the FERC filing made on May 14, 2001 , with respect to the pricing of real-time
energy transactions between IPC and IE, is still under review by the FERc. For the period June 2001
through March 2002, IE paid IPC approximately $6 million, which was calculated based upon the pricing
methodology for the entire period that was most favorable to IPC. This amount was credited to Idaho
retail customers through the PCA. An additional $1 million has been paid to IPC for the period April
2002 through July 2002 based upon the same pricing methodology. However, until the FERC takes final
action on this filing, rates for real-time transactions between IE and IPC are subject to adjustment.
Oregon Public Utility Commission
On April 29, 2003 , the staff ofthe OPUC issued a report on trading activities during the western energy
crisis in 2000-2001 by regulated utilities serving customers in Oregon including Portland General
Electric, PacifiCorp and IPC. With respect to IPC, the report reviews positions IPC has taken at the
FERC on trading strategies, the FERC proceeding on market manipulation and issues voluntarily
disclosed by IE and IPC in September 2002 regarding affiliate transactions. The report acknowledges that
IE and IPC have denied participating in the trading strategies. The staff report recommended that staff
report back in 90 days regarding whether the OPUC should open a fonnal investigation of IPc. On June
2003 , the OPUC detennined to suspend any further consideration of actions relating to IPC until after
the IPUC and FERC concluded their reviews.
Deferred Power Supply Costs
Idaho: IPC has a PCA mechanism that provides for annual adjustments to the rates charged to its Idaho
retail customers. These adjustments, which historically have taken effect in May, are based on forecasts
of net power supply expenses and the true-up of the prior year s forecast. During the year, 90 percent of
the difference between the actual and forecasted costs is deferred with interest. The ending balance
this deferral, called a true-up, is then included in the calculation of the next year s PCA.
On April 15, 2003 , IPC filed its 2003-2004 PCA with the IPUC, and, with a small adjustment to the
filing, the rates were approved by the IPUC and became effective on May 16, 2003. As approved, IPC's
rates have been adjusted to collect $81 million above 1993 base rates, a $114 million reduction from the
2002-2003 PCA.
r~ECEIVED
FILED
fin:) !,!I)V l.uUJ rW~ PM 3: 38
UriLt rES ~ COI'1lyd~;SiON
TT A CHMENT TO
RESPONSE TO
REQUEST NO. IS
" ..
IDAHO POWER COMPANY
SALARY STRUCTURE ADJUSTMENTS
1995
1996
1997
1998
1999
2000
2001
2002
2003
1~lWR!tf9.ei-K;!~i
3.1
3.1
IDAHO POWER COMPANY
INCENTIVE PAYMENT PERCENTAGES
1995 1996 19.50/0 19.19.
1996 1997 14.72%14.72%14.72%
1997 1998
1998 1999 300/0 30%30%
1999 2000 30%30%30%
2000 2001 1 Y;';o 30%40%50%
2001 2002 10Al %60%80%100%
2002 2003 3~~)
TT A CHMENT TO
RESPONSE TO
REQUEST NO. 25
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