UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 13,
2009
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Exact name of registrants as specified in |
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Commission |
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their charters, address of principal executive |
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IRS Employer |
File Number |
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offices and registrants telephone number |
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Identification Number |
1-14465 |
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IDACORP, Inc. |
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82-0505802 |
1-3198 |
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Idaho Power Company |
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82-0130980 |
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1221 W. Idaho Street |
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Boise, ID 83702-5627 |
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(208) 388-2200 |
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State or Other Jurisdiction of Incorporation: Idaho |
None |
Former name or former address, if changed since last report. |
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2.):
[ ] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
IDACORP, Inc.
IDAHO POWER COMPANY
Form 8-K
ITEM
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Peter S. ONeill will retire
from the Boards of Directors (Boards) of IDACORP, Inc. (IDACORP) and Idaho
Power Company (IPC) immediately prior to the 2009 Annual Meeting of
Shareholders on May 21, 2009 in accordance with the mandatory retirement policy
of IDACORP and IPC, as set forth in the Bylaws and Corporate Governance
Guidelines of IDACORP and IPC. Mr. ONeill has served on the Board of IPC
since 1995 and on the Board of IDACORP since 1998 and most recently has served
on the Compensation Committee and as Chairman of the Corporate Governance
Committee.
On
March 18, 2009, the Boards of IDACORP and IPC appointed C. Stephen Allred
to the Boards of IDACORP and IPC, effective immediately, to serve until the
2009 Annual Meeting of Shareholders. Mr. Allred will serve on the Corporate
Governance Committee.
Mr. Allred has been the managing
member of Allred Consulting LLC, a provider of consulting services for
management, environmental and waste management and real estate issues for the
government and the private sector since July 2004. From September 2006 to
January 2009, Mr. Allred was Assistant Secretary of the Interior for Land and
Minerals Management at the U.S. Department of the Interior and was Director of
Idaho Department of Environmental Quality from July 2000 to June 2004.
In connection with his
appointment to the Boards, Mr. Allred will receive on April 1, 2009 a prorated
stock payment of $37,500 in value of IDACORP common stock in accordance with
the terms of the IDACORP, Inc. Non-Employee Director Stock Compensation Plan
(Plan). A copy of the Plan has been previously filed with the Securities and
Exchange Commission (SEC) (File No. 1-14456, 1-3198, Form 10-K for the year
ended December 31, 2008, filed on February 26, 2009, as Exhibit 10.21).
Mr. Allred will have an indemnification agreement with
IDACORP, which will provide, among other things, that IDACORP will indemnify
and hold Mr. Allred harmless for losses and expenses resulting from claims
arising out of, or related to, the fact that he is or was a director of IDACORP
or its subsidiaries. The form of indemnification agreement has been previously
filed with the SEC (File No. 1-14465, 1-3198, Form 10-Q for the quarter ended
September 30, 2006, filed on November 2, 2006, as Exhibit 10(h)(xx)).
ITEM
8.01 Other Events.
Fixed Cost Adjustment Mechanism
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On March 12, 2007, the Idaho Public Utilities Commission (IPUC)
approved the implementation of a fixed cost adjustment mechanism (FCA) pilot
program for IPCs residential and small general service customers. The FCA is
a rate mechanism designed to remove IPCs disincentive to invest in energy
efficiency programs by separating (or decoupling) the recovery of fixed costs
from the variable kilowatt-hour charge and linking it instead to a set amount
per customer. In the FCA, for each customer class, the number of customers is
multiplied by a fixed cost per customer. The cost per customer is based on IPCs
revenue requirement as established in a general rate case. This authorized
fixed cost recovery amount is compared to the amount of fixed costs actually
recovered by IPC. The amount of over- or under-recovery is then returned to or
collected from customers in a subsequent rate adjustment. The pilot program
began on January 1, 2007 and runs through 2009, with the first rate adjustment effective
June 1, 2008 and subsequent rate adjustments effective June 1 of each year
during its term.
On March 13, 2009, IPC filed an
application requesting a $5.2 million rate increase under the FCA pilot program
for the net under-recovery of fixed costs during 2008, effective June 1, 2009
to May 31, 2010.
Idaho Energy Efficiency Rider
On March 13, 2009, IPC filed an
application with the IPUC requesting an increase to its Energy Efficiency
Rider, which is the chief funding mechanism for IPCs investment in
conservation, energy efficiency and demand response programs. IPC proposed an
increase from 2.50 percent to 4.75 percent of base revenues, or an increase of approximately
$15.6 million annually, effective June 1, 2009.
Advanced Metering Infrastructure
The Advanced Metering Infrastructure (AMI) project provides
the means to automatically retrieve energy consumption information, eliminating
manual meter reading expense.
On March 13, 2009, IPC filed an application with the IPUC
requesting authority to increase its rates due to the inclusion of AMI
investment in rate base. The filing requests inclusion of the investments already
made for the installation of AMI throughout IPCs service territory, and for those
investments that will be made during a June 1, 2009 through May 31, 2010 test
year. In its calculations, IPC also reflected the reduction in investment and
the accelerated amortization costs related to the removal of current metering
equipment as well as changes in operating expenses that accompany the changes
in plant investment. IPC seeks an effective date for the rate increase of June
1, 2009.
IPC has calculated the first years revenue requirement of
$11.2 million in the Idaho jurisdiction for the AMI investment. IPC has requested
that this requirement be recovered through a uniform percentage rate increase
of 1.61 percent for IPCs residential, small commercial, irrigation, and
metered lighting customer classes effective June 1, 2009, for service provided
on and after that date.
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Certain statements contained in this Current Report on Form
8-K, including statements with respect to future earnings, ongoing operations,
and financial conditions, are forward-looking statements within the meaning
of federal securities laws. Although IDACORP and IPC believe that the
expectations and assumptions reflected in these forward-looking statements are
reasonable, these statements involve a number of risks and uncertainties, and
actual results may differ materially from the results discussed in the
statements. Factors that could cause actual results to differ materially from
the forward-looking statements include: the effect of regulatory
decisions by the Idaho Public Utilities Commission, the Oregon Public Utility
Commission and the Federal Energy Regulatory Commission affecting our ability
to recover costs and/or earn a reasonable rate of return including, but not
limited to, the disallowance of costs that have been deferred; changes in and
compliance with state and federal laws, policies and regulations
including new interpretations by oversight bodies, which include the Federal
Energy Regulatory Commission, the North American Electric Reliability
Corporation, the Western Electricity Coordinating Council, the Idaho Public
Utilities Commission and the Oregon Public Utility Commission, of existing
policies and regulations that affect the cost of compliance, investigations and
audits, penalties and costs of remediation that may or may not be recoverable
through rates; changes in tax laws or related regulations or new
interpretations of applicable law by the Internal Revenue Service or other
taxing jurisdiction; litigation and regulatory proceedings, including those
resulting from the energy situation in the western United States, and penalties
and settlements that influence business and profitability; changes in and
compliance with laws, regulations, and policies including changes in law and
compliance with environmental, natural resources, endangered species and safety
laws, regulations and policies and the adoption of laws and regulations
addressing greenhouse gas emissions, global climate change, and energy
policies; global climate change and regional weather variations affecting
customer demand and hydroelectric generation; over-appropriation of surface and
groundwater in the Snake River Basin resulting in reduced generation at
hydroelectric facilities; construction of power generation, transmission and
distribution facilities, including an inability to obtain required governmental
permits and approvals, rights-of-way and siting, and risks related to
contracting, construction and start-up; operation of power generating
facilities including performance below expected levels, breakdown or failure of
equipment, availability of transmission and fuel supply; changes in operating
expenses and capital expenditures, including costs and availability of
materials, fuel and commodities; blackouts or other disruptions of Idaho Power
Companys transmission system or the western interconnected transmission
system; population growth rates and other demographic patterns; market prices
and demand for energy, including structural market changes; increases in
uncollectible customer receivables; fluctuations in sources and uses of cash;
results of financing efforts, including the ability to obtain financing or
refinance existing debt when necessary or on favorable terms, which can be
affected by factors such as credit ratings, volatility in the financial markets
and other economic conditions; actions by credit rating agencies, including
changes in rating criteria and new interpretations of existing criteria;
changes in interest rates or rates of inflation; performance of the stock
market, interest rates, credit spreads and other financial market conditions,
as well as changes in government regulations, which affect the amount and
timing of required contributions to pension plans and the reported costs of
providing pension and other postretirement benefits; increases in health care
costs and the resulting effect on medical benefits paid for employees;
increasing costs of insurance, changes in coverage terms and the ability to
obtain insurance; homeland security, acts of war or terrorism; natural
disasters and other natural risks, such as earthquake, flood, drought, lightning,
wind and fire; adoption of or changes in critical accounting policies or
estimates; and new accounting or Securities and Exchange Commission
requirements, or new interpretation or application of existing requirements.
Any such forward-looking statements should be considered in light of such
factors and others noted in the companies Annual Report on Form 10-K for the
year ended December 31, 2008, and other reports on file with the Securities and
Exchange Commission. Any forward-looking statement speaks only as of the date
on which such statement is made. New factors emerge from time to time and it is
not possible for management to predict all such factors, nor can it assess the
impact of any such factor on the business or the extent to which any factor, or
combination of factors, may cause results to differ materially from those
contained in any forward-looking statement.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrants have duly caused this report to be signed on their
behalf by the undersigned hereunto duly authorized.
Dated: March 18, 2009
IDACORP,
Inc.
By: /s/
Darrel T. Anderson
Darrel T. Anderson
Senior Vice President -
Administrative Services
and Chief Financial Officer
IDAHO
POWER COMPANY
By: /s/
Darrel T. Anderson
Darrel T. Anderson
Senior Vice President -
Administrative Services
and Chief Financial Officer
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