28174.doc

BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION

IN THE MATTER OF THE TRANSFER OF THE OWNERSHIP INTEREST OF APPLIED POWER CORPORATION AND IDACORP FINANCIAL SERVICES, INC. FROM IDAHO POWER COMPANY TO IDACORP, INC. )
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CASE NO. IPC-E-99-6

ORDER NO. 28174

BACKGROUND
Idaho Power Company (Idaho Power, Company) filed an Application on July 22, 1999, requesting authority to transfer its ownership interest in Applied Power Corporation and Idacorp Financial Services, Inc. (IFS) to Idacorp, Inc. As reflected in Idaho Power’s Application, Applied Power Corporation (APC) is a Lacey, Washington based company that designs, supplies and distributes photovoltaic systems. APC provides solar electric products and systems for industries, contractors, government and dealers and distributors of solar products. APC does not provide any services to Idaho Power, the Company states, nor does it own or lease from Idaho Power any utility operating property. APC does not rent office space from Idaho Power.
Idaho Power acknowledges that it does provide administrative and record keeping functions to APC for the employees’ savings plan and related programs, advice and assistance in the preparation of and responses to income tax audits, and legal advice and assistance concerning the review and preparation of certain contracts and agreements.
IFS is a Boise-based company that invests in affordable housing programs which provide returns by reducing federal income taxes through the creation of tax credits and tax depreciation benefits through the low-income housing investment tax credit enacted by Congress with the Tax Reform Act of 1986. At the end of 1998, Idaho Power states, IFS was participating in 12 such housing projects. Idaho Power contends that IFS does not provide any services to the Company nor does it own or lease from Idaho Power any utility operating property. IFS does not rent any office space from Idaho Power.
Idaho Power acknowledges that it provides information systems technical support to IFS; payroll support, administrative and record keeping functions for participation in the pension plan, the employees’ savings plan, and the medical/dental benefit plans; advice and assistance in the preparation of and responses to income tax audits; and legal advice and assistance concerning the review and preparation of certain contracts and agreements.
Idacorp, Inc. is a holding company that is the parent of Idaho Power as authorized by Commission Order No. 27348 issued in Case No. IPC-E-97-11. Idaho Power proposes that the transfer of ownership interest in APC and IFS from Idaho Power to Idacorp will be accomplished through the transfer of the stock in those two entities from Idaho Power to Idacorp. The transfer, the Company states, will be a non-taxable event and there will be no transfer of any utility operating properties because APC and IFS do not own or control such properties.
On August 10, 1999, this Commission issued a Notice of Modified Procedure soliciting comments in response to Idaho Power’s Application. The Commission Staff was the only party to submit comments.

Staff Comments
As of June 30, 1999, Idaho Power’s cash investment in APC equals $5.5 million and represents ownership interest of 86.275%. Idaho Power’s cash investment in IFS, as of June 30, 1999, equaled $6.5 million. Staff supports the transfer of APC and IFS from Idaho Power Company to Idacorp, Inc. subject to the same conditions established in IPC-E-97-11, Order No. 27348 at pages 4-5. These conditions state that Idaho Power will provide access to the books, records, officials and staff of affiliated companies and that reports will be supplied. Staff continues to believe that the moving of non-utility subsidiaries and operations to the holding company from the utility will reduce the risk for the utility operations. This in turn could improve or at least maintain credit ratings for the utility to assure continued access to the capital markets at favorable rates.
Staff notes that Idaho Power’s rate freeze/revenue sharing stipulation remains in force through the 1999 calendar year. Earnings from subsidiaries are included in the revenue sharing calculation per the stipulation. To be consistent with the stipulation, the earnings from APC and IFS should be included in the revenue sharing calculation, Staff asserts.
Since the formation of Idacorp, Inc., Staff and Idaho Power have had informal discussions and Staff has completed audit work related to the time card process and the charging of labor to non-utility operations along with the process to charge expenses to non-utility operations directly and through labor loading, to non-utility operations. The Affiliated Service Agreements between Idaho Power Company and other Idacorp subsidiaries were evaluated. While the Staff would prefer to see full absorption costing, the current cost to implement such a system is not currently cost effective and it appears Idaho Power’s direct and incremental allocation approach with an additional 10% contribution to fixed costs provides reasonable results at this time. Idaho Power will continue to evaluate the cost effectiveness of moving to full absorption costing. In the meantime, all new or renewed Affiliated Service Agreements should provide documentation to justify the continued reasonableness of the 10% contribution.

FINDINGS
In Order No. 27348, issued in Case No. IPC-E-97-11 on October 31, 1997, the Commission approved Idaho Power Company’s Application for authority to form a holding company and to execute a share exchange agreement. That case provided the corporate framework in which the transfer proposed in this case would be executed. The Company’s Case No. IPC-E-97-11 was supported by nearly all of those who submitted response comments. In fact, the only party who expressed any hesitation was the Idaho Citizens Coalition which noted that the formation of a holding company and subsidiaries could be detrimental to Idaho Power’s ratepayers if adequate safeguards are not in place to ensure that transactions between the various entities are accounted for fairly and properly. Order No. 27348 at p. 4.
Consequently, as a condition of our approval of the formation of a holding company in Order No. 27348, we required that the Commission “shall have reasonable access to the books, records, officials and staff of all of the proposed subsidiaries and the right to obtain reports and periodic financial statements of material transactions between the various entities.” Id.
We find that the Company’s Application in this case is precisely the type of continued corporate reorganization that was anticipated in Case No. IPC-E-97-11. In fact, in Order No. 27348, we stated:
…Idaho Power also acknowledged that at the time it determines that “a particular subsidiary or business activity has been determined to be a candidate for removal from Idaho Power and transferred to the parent company” the Commission and its Staff will have the right to examine that subsidiary’s books and records. We further condition our approval of the Company’s Application in this case on the requirement that Idaho Power will file for Commission approval prior to transferring ownership of any additional subsidiaries (other than Ida-West) to the parent company.

Id. at p. 5.

We concluded in Order No. 27348 that “any further decisions regarding segregating affiliated business operations into subsidiaries should come only after careful consideration of the matter, particularly considering the time and expense involved in doing so.” Id.
In light of the foregoing, we find that the Company’s proposed transfer of APC and IFS to Idacorp, Inc., so long as the same safeguards are imposed in the present case as were imposed in Case No. IPC-E-97-11, is reasonable and would not be detrimental to the Company’s ratepayers.
We hereby approve Idaho Power’s Application to transfer its ownership interest in APC and IFS to Idacorp, Inc. subject to the same conditions set forth in Order No. 27348. That is, that the Commission shall have reasonable access to the books, records officials and staff of all of the proposed subsidiaries and the right to obtain reports and periodic financial statements of material transactions between the various entities. Moreover, Idaho Power is under the continued obligation to file for Commission approval prior to transferring ownership of any additional subsidiaries to the parent company.

O R D E R
IT IS HEREBY ORDERED that the Application of Idaho Power Company for authority to transfer its ownership interest in Applied Power Corporation and Idacorp Financial Services, Inc. is approved subject to the terms and conditions set forth herein.
THIS IS A FINAL ORDER. Any person interested in this Order (or in issues finally decided by this Order) or in interlocutory Orders previously issued in this Case No. IPC-E-99-6 may petition for reconsideration within twenty-one (21) days of the service date of this Order with regard to any matter decided in this order or in interlocutory Orders previously issued in this Case No. IPC-E-99-6. Within seven (7) days after any person has petitioned for reconsideration, any other person may cross-petition for reconsideration. See Idaho Code § 61-626.
DONE by Order of the Idaho Public Utilities Commission at Boise, Idaho this
day of October 1999.

DENNIS S. HANSEN, PRESIDENT

MARSHA H. SMITH, COMMISSIONER

PAUL KJELLANDER, COMMISSIONER

ATTEST:

Myrna J. Walters
Commission Secretary

vld/O:IPC-E-99-6_bp

ORDER NO. 28174 1

Office of the Secretary
Service Date
October 12, 1999