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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For fiscal year ended December 31, 1993 Commission file number 1-4698
NEVADA POWER COMPANY
(Exact name of Registrant as Specified in its Charter)
Nevada 88-0045330
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6226 West Sahara Avenue 89102
Las Vegas, Nevada (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (702) 367-5000
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on which Registered
------------------- ---------------------
Common Stock, $1 Par Value New York Stock Exchange
Pacific Stock Exchange
Stock Purchase Rights New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
Cumulative Preferred Stock, $20 Par Value, 5.40% Series
(Title of Class)
Cumulative Preferred Stock, $20 Par Value, 5.20% Series
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. YES X NO
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. X
---
41,944,428 shares of Common Stock were outstanding as of March 24, 1994.
The aggregate market value of Common Stock, which is the only voting
stock, held by non-affiliates as of March 24, 1994, was $943,749,630.
(Computed by reference to the closing price on March 24, 1994, as reported
by the Wall Street Journal as New York Stock Exchange Composite
Transactions.)
DOCUMENTS INCORPORATED BY REFERENCE
(1) Portions of the Registrant's Annual Report to Shareholders for the
year ended December 31, 1993 are incorporated by reference into Parts II
and IV hereof.
(2) Portions of the Registrant's definitive Proxy Statement dated
March 14, 1994 for the Company's annual meeting of shareholders on May 6,
1994, are incorporated by reference into Part III hereof.
TABLE OF CONTENTS
Page
PART I ----
Item 1. Business ...................................... 1
Item 2. Properties .................................... 9
Item 3. Legal Proceedings ............................. 10
Item 4. Submission of Matters to a Vote of Security
Holders........................................ 11
Supplemental Item.
Executive Officers of Registrant ................. 11
PART II
Item 5. Market for the Registrant's Common Stock and
Related Security Holder Matters ............... 12
Item 6. Selected Financial Data ....................... 12
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operation... 12
Item 8. Financial Statements and Supplementary Data ... 13
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure ........ 13
PART III
Item 10. Directors and Executive Officers of the
Registrant .................................... 13
Item 11. Executive Compensation ........................ 14
Item 12. Security Ownership of Certain Beneficial Owners
and Management ................................ 14
Item 13. Certain Relationships and Related Transactions. 14
PART IV
Item 14. Exhibits, Financial Statement Schedules, and
Reports on Form 8-K ........................... 15
SIGNATURES .................................................. 29
PART I
ITEM 1. BUSINESS
THE COMPANY
Nevada Power Company (the Company), incorporated in 1929 under the
laws of Nevada, is an operating public utility engaged in the electric
utility business in the City of Las Vegas and vicinity in Southern Nevada.
Most of the Company's operations are conducted in Clark County, Nevada
(with an estimated service area population of 916,000 at December 31, 1993)
where the Company furnishes electric service in the communities of Las
Vegas, North Las Vegas, Henderson, Searchlight, Laughlin and adjoining
areas and to Nellis Air Force Base (a permanent military installation
northeast of Las Vegas and the USAF Tactical Fighter Weapons Center).
Electric service is also supplied to the Department of Energy at Mercury
and Jackass Flats in Nye County, where the Nevada Test Site is located.
SOURCES OF ELECTRIC ENERGY SUPPLY
The electric energy obtained from the Company's own generating
facilities will be produced at the following plants:
Number Net Capacity
Plant of Units (Megawatts)
----- -------- ------------
Coal Fuel:
Reid Gardner (Steam).............. 3 330
Reid Gardner Unit No. 4 (Steam)... 1 275(1)
Mohave (Steam).................... 2 178(2)
Navajo (Steam).................... 3 255(3)
Natural Gas and Oil Fuel:
Clark (Steam)..................... 3 175
Clark (Gas Turbine).............. 1 50
Clark (Combined Cycle)............ 2 466(4)
Sunrise (Steam)................... 1 80
Sunrise (Gas Turbine)............. 1 69
-----
1,878
_________________ =====
(1) This represents 25 megawatts of base load capacity, 235 megawatts
of peaking capacity and 15 megawatts upgrade capacity. Reid
Gardner Unit No. 4, placed in service July 25, 1983, is a coal-
fired unit which is owned 32.2% by the Company and 67.8% by the
Department of Water Resources of the State of California. The
Company is entitled to use 100% of the unit's capacity for 1,500
hours each year excepting that from 1993 through 1997, the
Company has agreed to reduce its allocation of peaking capacity
by 20 MW. The Company is entitled to 9.6% of the first 260
megawatts of capacity and associated energy and is entitled to
all the 15 megawatt upgrade accomplished in 1990. Beginning in
1998, the Company has options for the use of increasing amounts
of energy from the unit so that the Company may be entitled to
use all of the unit's output 15 years from that date. The 1998
option for 10.17 MW was not exercised by the Company and has
expired.
(2) This represents the Company's 14% undivided interest in the
Mohave Generating Station as tenant in common without right of
partition with three other non-affiliated utilities.
1
(3) This represents the Company's 11.3% undivided interest in the
Navajo Generating Station as tenant in common without right of
partition with five other non-affiliated utilities.
(4) This includes additional capacity of 87 MW expected to be
available in April 1994, due to conversion from simple cycle
combustion turbine to combined cycle operation.
The Company purchases Hoover Dam power pursuant to a contract with the
State of Nevada which became effective June 1, 1987 and will continue
through September 30, 2017. The Company's allocation of capacity is 235 MW.
The peak electric demand experienced by the Company was 2,681
megawatts on August 2, 1993. This demand plus a reserve margin was served
by a combination of Company owned generation, and firm and short-term power
purchases.
For 1994, the Company has contracts to purchase power from an
independent power producer (IPP) and four qualifying facilities (QF), also
known as cogenerators, as follows:
Contract Term
--------------------- Net Capacity
From To (Megawatts)
-------- -------- ------------
Independent Power Producer:
---------------------------
Nevada Sun-Peak Limited
Partnership 06/08/91 05/31/16 210
Qualifying Facilities:
----------------------
Saguaro Power Company 10/17/91 04/30/22 90
Nevada Cogeneration
Associates #1 06/18/92 04/30/23 85
Nevada Cogeneration
Associates #2 02/01/93 04/30/23 85
Las Vegas Cogeneration
Limited Partnership 06/01/94(1) 05/31/24 45
---
515
===
(1) Expected operation date.
The Company's total generating capacity of 2,628 megawatts, including
235 megawatts of Hoover Dam power, 210 megawatts of IPP power and 305
megawatts of QF power, for the summer of 1994 will not be sufficient to
meet the 1994 anticipated peak load demand and reserve margin needs.
Accordingly, the Company has agreements with other utilities to purchase
465 megawatts of firm capacity and associated energy and plans to enter
into agreements for an estimated additional 100 megawatts of firm capacity
and associated energy for the months of June, July and August 1994.
FUEL SUPPLIES
The fuels used to provide energy for the Company's generating
facilities are coal, natural gas and oil. Its other sources of electricity
are hydroelectric (Hoover Dam) and purchased power.
The Company's primary fuel source for generation is coal. The
following table shows the actual sources of fuel for generation for 1993
and anticipated sources of fuel for generation in 1994 and 1995.
1993 1994 1995
---- ---- ----
Coal........................ 93% 93% 93%
Natural Gas................. 7 7 7
--- --- ---
100% 100% 100%
=== === ===
2
The Company's average delivered cost per ton of coal burned was as
follows: 1991 - $32.78; 1992 - $34.54; 1993 - $34.43.
Coal for both the Mohave and Navajo Stations is obtained from surface
mining operations conducted by Peabody Coal Company (Peabody) on portions
of the Black Mesa in Arizona within the Navajo and Hopi Indian
reservations. The supply contracts with Peabody extend to December 31,
2005 for Mohave and to June 1, 2011 for Navajo, each contract having an
option to extend for an additional 15 years.
The anticipated full requirements for coal at the Reid Gardner
Generating Station are covered by contracts through 1994. Partial
requirements for coal are presently under contract through the year 2007.
The Company anticipates no major difficulties in purchasing the remainder
of its coal requirements based upon current coal market conditions in the
Western United States. All coal for Reid Gardner presently comes from
underground mines in Utah and Colorado.
All of the Company's long-term coal supply contracts contain
provisions providing for adjustments in the price of coal to reflect
increases or decreases in the costs of mining operations.
The Company's natural gas supply is subject to curtailment due to
limited pipeline capacity. All the Company's plants using natural gas also
have the capability of burning oil on a sustained basis.
CONSTRUCTION AND FINANCING PROGRAMS
The Company carries on a continuing program to extend and enlarge its
facilities to meet current and future loads on its system. Gross plant
additions and retirements for the five years ended December 31, 1993
amounted to $880,969,000 and $50,047,000 respectively.
The following table sets forth the Company's actual construction
expenditures for 1993, and currently estimated construction expenditures,
including Allowance for Funds Used During Construction, for 1994 and 1995.
1993 1994 1995
-------- -------- --------
(In Thousands)
Generating Facilities............ $ 74,456 $ 65,026 $ 62,769
Transmission Facilities.......... 10,112 28,812 35,724
Distribution Facilities.......... 72,865 71,160 66,017
Other............................ 15,704 9,890 10,000
-------- -------- --------
$173,137 $174,888 $174,510
======== ======== ========
The Company's construction program and estimated expenditures are
subject to continuing review and are revised from time to time due to
various factors, including the rate of load growth, escalation of
construction costs, availability of fuel types, changes in environmental
regulations, adequacy of rate relief and the Company's ability to raise
necessary capital.
To meet capital expenditure requirements through 1995, the Company
will utilize internally generated cash, the proceeds from industrial
development revenue bonds, first mortgage bonds, and common stock issues
through public offerings and the Stock Purchase and Dividend Reinvestment
Plan (SPP).
3
The Company has the option of issuing new shares or using open market
purchases of its common stock to meet the requirements of the SPP. The
Company issued 1,640,326 shares of its common stock in 1993 under the SPP.
At the end of 1993, common equity represented 46.0% of total
capitalization. The Company sold 2.7 million shares of common stock for
net proceeds of $65.7 million through an underwritten public offering in
1993. The net proceeds were used to reduce short-term debt which was
incurred primarily to construct necessary plant facilities.
On January 13, 1993, the Company sold $45 million of First Mortgage
Bonds, Series Z, through a public offering. The bonds will mature in 2023
and will require interest payments due on January 1 and July 1 at the
annual rate of 8.50%. Net proceeds from the sale of the bonds were used
for the redemption of the Company's 9.375% Series S on February 15, 1993.
The Indenture under which the Company's first mortgage bonds are
issued provides that no additional bonds may be issued unless earnings as
defined equal at least two and one-half times the interest requirements on
all bonds to be outstanding after the new issue. Based on its earnings
through December 31, 1993 and assuming an 8 1/2 percent interest rate on
new bonds, the Company would be able to issue approximately $379 million of
additional first mortgage bonds. The Company's ability to issue additional
debt is also limited by the need to maintain a reasonable ratio of debt to
equity.
The Company's ability to sell additional preferred stock is limited by
the necessity to meet required dividend coverages. At December 31, 1993,
this test would permit the issuance of $371 million of additional preferred
stock at a dividend rate of 8 1/2 percent.
RESOURCE PLANNING
The Company's rate of customer growth, especially in recent years, has
been among the highest in the nation. The annual customer growth rate was
5.4 percent, 4.6 percent, and 5.3 percent in 1993, 1992, and 1991,
respectively.
The peak demand for electricity by the Company's customers increased
from 2,501 megawatts in 1992 to 2,681 megawatts in 1993. The Company's
1993 energy sales reached 11,155,270 megawatthours, an increase of 5.8
percent over 1992.
Every three years Nevada law requires the Company to file with the
Public Service Commission of Nevada (PSC) a forecast of electricity demands
for the next 20 years and the Company's plans to meet those demands. On
September 16, 1991, the PSC approved the Company's 1991 Resource Plan, and
during 1992 and 1993, the PSC approved the first through fourth amendments
to the Resource Plan. The Resource Plan, as amended and approved in 1992
and 1993, includes the following major projects:
(1) two 90 megawatt (MW) combined-cycle generating units at
the Clark Generating Station, one added in 1993 and one
to be added in 1994;
4
(2) the construction of two 70 (MW) combustion turbine
generating units at the Harry Allen Project site, one
unit in 1995 and one unit in 1996. The 1996 Allen
combustion turbine will be subject to a cost comparison
of purchased power resources that will be competitively
bid with the least expensive resource taken as the
Company's supply choice;
(3) a total of 305 (MW) in purchased power from four
qualifying facilities, with 175 (MW) and 85 (MW)
received beginning in 1992 and 1993, respectively, and
45 (MW) expected to be received beginning in 1994;
(4) planning costs for a 500 kilovolt (KV) transmission
system from the Harry Allen Substation, located north of
the Las Vegas Valley, to Marketplace, a future 500 KV
switching station located near the McCullough Substation
south of the Las Vegas Valley. The Company must present
final plans on this system for PSC approval. If PSC
approval is received, the transmission system could be
operational by 1998;
(5) installation of additional emissions reduction equipment
at the Navajo Generating Station;
(6) firm purchased power of 75 (MW);
(7) the construction of a 230 KV transmission line from
Arden Substation, located southwest of Las Vegas, to
Northwest Substation, located northwest of Las Vegas;
and
(8) several demand-side pilot projects.
On September 29, 1993, a fifth amendment to the Company's 20-year
Resource Plan was filed with the PSC. On February 25, 1994, the PSC
approved a stipulation among the Company, PSC Staff, Office of the Consumer
Advocate and other intervenors granting the Company's request. The
amendment calls for three purchase power contracts with Southern California
Edison, the City of Glendale and the Salt River Project totaling 160 MWs
for the years 1996 to 2000. These purchase power contracts are a result of
the Company's 1996 Request for Proposal for supply-side resources. The
stipulation also approved a 50 (MW) purchase power contract with Arizona
Public Service for the years 1995 to 1997.
The Company will file its 1994 Resource Plan on July 1, 1994. As part
of the plan, the Company anticipates a portion of the supply-side resources
and demand-side programs to be obtained through a Request For Proposal
process.
REGULATION AND RATES
The Company is subject to regulation by the PSC which has regulatory
powers with respect to rates, facilities, services, reports, issuance of
securities and other matters.
5
Following is a summary of the rate increases or decreases that have
been granted the Company during the past three years.
Amount in
Effective Millions
Date Nature of Increase (Decrease) of Dollars
------------- ------------------------------ ----------
Jan. 1, 1991 Energy rate increase 24.4
March 4, 1991 Energy and resource plan
rate increase 1.0
Nov. 12, 1991 General rate increase 12.2
Energy rate increase 11.4
July 27, 1992 General rate increase 22.2
Energy and resource plan
net rate decrease (26.4)
June 28, 1993 Energy and resource plan
net rate increase 42.1
All amounts are on an annual basis.
In 1985, the Company incurred $15.8 million in increased fuel and
purchased power expenses after a ruptured steam line at the jointly owned
Mohave Generating Station resulted in a loss of the plant for six months.
The PSC allowed the Company to recover one half of the increased expenses
subject to refund. Fourth quarter 1990 earnings reflected a $12.9 million
charge to record a subsequent proposed order issued by the PSC which stated
that the Company shall not recover any of the increased costs. The Company
has fully reserved for any negative financial effect related to the
proposed order. In 1991, the PSC set aside the proposed order and ordered
the parties to participate in joint hearings before the California Public
Utilities Commission (CPUC). The CPUC hearings are now concluded, and the
PSC will prepare its own opinion based on the record created in the CPUC
hearings. In January 1994, the administrative law judge in the CPUC
proceeding issued a proposed opinion denying recovery to Southern
California Edison (SCE) of its incremental purchased power costs resulting
from the accident. SCE has filed comments with the CPUC concerning the
proposed decision.
On August 12, 1993, the Company filed a request with the PSC to
recover additional fuel and purchased power costs of $29.7 million under
the state's deferred energy accounting procedures. This request included
$9.8 million of deferred energy costs for the period of December 1, 1992,
to May 31, 1993, and $19.9 million to adjust the base energy rate. The
Company subsequently amended its request to $26.8 million. Hearings in
this matter were concluded in December 1993, and the PSC granted an
increase in rates of $23.6 million, effective February 1, 1994. The PSC
order resulted in fourth quarter 1993 charges of $2 million net of taxes
for deferred energy costs.
On November 19, 1993, the PSC Staff filed a petition with the PSC
alleging that the Company may be overearning as much as $17 million
annually because business conditions have changed substantially since the
Company received its last general rate case decision in July 1992. On
January 10, 1994, the PSC voted to open an investigation into the Company's
earnings. Management believes the Company's earnings are within the
authorized rate of return granted to the Company in July 1992. Hearings on
this proceeding are scheduled to commence in June 1994.
On February 28, 1994, the Company filed requests with the PSC to
recover additional fuel and purchased power costs of $38.5 million and
resource planning costs of $1 million. The energy rate request included
6
$28.7 million of deferred energy costs for the test period ended November
30, 1993, and $9.8 million to adjust the base energy rate.
As permitted by state statute, the Company defers differences between
the current cost of fuel and purchased power, and base energy costs as
defined. Under regulations adopted by the PSC, the balance in the deferred
energy account at the end of twelve months should be cleared, over a
subsequent period. Recovery of increased costs is permitted to the extent
that the Company has not realized its authorized overall rate of return.
If the Company has exceeded the authorized rate of return, the portion of
deferred energy costs represented in such excess is transferred to the next
deferred energy recovery period. The energy costs deferred are included as
a current item in determining taxable income for federal income tax
purposes. However, for financial statement purposes, the federal income
tax effect is deferred and amortized to income as the deferred energy
account is cleared. PSC regulations allow the fuel base portion of the
Company's general rates to be changed at the time of a hearing to clear the
balance in the deferred energy account. This permits the recovery of fuel
expenses on a deferred basis, however, recovery will have no effect on the
Company's earnings.
The Company is allowed to recover on an annual basis the costs of
developing its 20-year resource plan. Also, by an order of the PSC in June
1988, the Company is allowed to capitalize certain costs associated with
Commission approved conservation programs.
ENVIRONMENTAL MATTERS
The Company is subject to regulation by federal, state and local
authorities with regard to air and water quality control and other
environmental matters.
Environmental expenditures made by the Company are currently being
recovered through customer rates. Management believes environmental
expenditures will increase over time and the increased costs will also be
recovered as necessary utility expenses. A discussion of pending
environmental matters is provided below.
The Federal Clean Air Act Amendments of 1990 include provisions which
will affect the Company's existing steam generating facilities and all new
fossil fuel fired facilities. Title IV of the Amendments provides a
national cap on sulfur dioxide emissions by mandating emissions reductions
for many electric steam generating facilities. The sulfur dioxide
provisions of the Amendments will not adversely affect the Company because
the Company's steam units burn low sulfur fuels or have sulfur dioxide
control equipment. Title IV of the Amendments also provides for reduction
of emissions of oxides of nitrogen by establishing new emission limits for
coal-fired generating units. This Title will require the installation of
additional pollution-control technology at some of the Reid Gardner Station
generating units before 2000 at an estimated cost to the Company of no more
than $6 million. Other provisions of the Amendments will require the
Company to install or upgrade Continuous Emission Monitoring systems at all
steam generating units before 1995, at an expected cost of up to $3.3
million.
The United States Congress authorized $2 million for the Environmental
Protection Agency (EPA) to study the potential impact the Mohave Generating
Station (MGS) may have on visibility in the Grand Canyon. The EPA report
is expected to be finalized in late 1995, with a follow-up report from the
Grand Canyon Visibility Transport Commission in late 1996. Also, the
7
Nevada Division of Environmental Protection has imposed more stringent
stack opacity limits for the MGS. This change may affect the Company's
utilization of resources, but, until more experience is gained by operating
at the new opacity levels, any effect cannot be determined. As a 14
percent owner of the MGS, the Company will be required to fund any plant
improvements that may result from the EPA study and operation at the new
opacity levels. The cost of any potential improvements cannot be estimated
at this time.
In 1991, the U.S. Environmental Protection Agency published an order
requiring the Navajo Generating Station (NGS) to install scrubbers to
remove 90 percent of sulfur dioxide beginning in 1997. As an 11.3 percent
owner of the NGS, the Company will be required to fund an estimated $46.6
million for installation of the scrubbers. In 1992, the Company received
resource planning approval from the PSC for its share of the cost of the
scrubbers up to $46.6 million.
COMPETITION
Deregulation of the electric utility industry is accelerating with the
enactment of the National Energy Policy Act of 1992 (Act). Deregulation
will lead to further competition in the industry as generators of power
obtain greater access to transmission facilities linking them to potential
new customers. Most observers believe the electric utility beneficiaries
of the Act will be twofold; those who can provide low cost generation for
sale and those who have strategically located transmission highways that
can transmit low cost power from one area to another.
Within the region the Company's residential rates are competitive.
However, large industrial customer rates may require adjustment to remain
competitive in the changing environment. In recognition of the changing
regional competitive environment, the Company is focusing on the costs of
serving various classes of customers and the appropriate rates to be
charged based on those costs of service. The Company will seek through the
PSC any rate adjustments necessary to maintain a competitive position.
An opportunity exists given the Company's strategic location in the
center of a region of price diversity. As generators arrange for sales of
electricity to customers in other areas, some of the power may need to be
transmitted through the Company's service territory. The Company would
have an opportunity to charge the generators for the transmission of energy
through its system. The Company is studying the feasibility of
constructing additional cost effective transmission facilities to maximize
the advantage of its strategic location.
In September 1993, as a part of a comprehensive organizational study,
the Company offered a voluntary early retirement package to 175 employees
who would be at least 55 years of age, and have completed at least 10 years
of service by March 31, 1994. A total of 109 employees, or approximately 6
percent of the work force, accepted the package. In October 1993, the
Company's Board of Directors unanimously approved a new organization
structure that realigns functions to improve operations and customer
service. The Company expects that the net result from the change in
organizational structure will be a leaner work force that operates more
efficiently and makes the Company more competitive in a changing electric
energy industry. At December 31, 1993, organizational study, early
retirement and severance costs of $6.7 million are included in other
deferred charges.
EMPLOYEES
The Company had 1,741 active employees at December 31, 1993.
8
ITEM 2. PROPERTIES
The Company's generating facilities are described under "Item 1.
Business, Sources of Electric Energy Supply".
The Company shares ownership in a 59-mile, 500 kilovolt line and two
15-mile, 230 kilovolt lines that transmit power from the Mohave Generating
Station near Davis Dam on the Colorado River via Eldorado Substation to
Mead Substation located near Boulder City, Nevada. The Company has 32
miles of 230 kilovolt line from Mead Substation to Las Vegas. This line,
together with two Company-owned 230 kilovolt lines presently connected to
the Bureau of Reclamation lines between Mead Substation and Henderson,
Nevada, transmit the Mohave Generating Station power to the Las Vegas area.
A 25-mile, 230 kilovolt line between the Mead Substation and the Company's
Winterwood Substation was energized in 1988. This line brings the
additional Hoover energy to the Las Vegas Area and increases the Company's
interconnected transmission capabilities. The Company shares ownership in
76 miles of 500 kilovolt transmission line from the Navajo Generating
Station to the Moenkopi Switchyard in Coconino County, Arizona (the
Southern Transmission System) and 274 miles of 500 kilovolt transmission
line from the Navajo Generating Station to the McCullough Substation in
Clark County, Nevada (the Western Transmission System). Power is
transmitted from the McCullough Substation to the Las Vegas area via three
230 kilovolt lines of 23 miles, 25 miles and 32 miles in length,
respectively. The 25-mile line was energized in May 1992. Two 39-mile, 230
kilovolt lines transmit power from the Reid Gardner Station located near
Glendale, Nevada to the Pecos Substation near North Las Vegas. A 7 mile,
230 kilovolt line between Westside and Decatur Substations, both located in
Las Vegas, was energized in 1991. In addition to the above, the Company
has 263 miles of 138 kilovolt and 483 miles of 69 kilovolt transmission
lines in service.
In 1990 the Company added a new transmission interconnection
consisting of a 345 kilovolt line from Harry Allen Substation in Southern
Nevada to Red Butte Substation in Southern Utah near the City of St. George
and a 230 kilovolt line from Harry Allen Substation to Westside Substation
which is located in Las Vegas. The Company owns the 50-mile, 230 kilovolt
line and 100 percent of the 69 miles of the 345 kilovolt line from Harry
Allen Substation to the Nevada-Utah border; PacifiCorp owns 100 percent of
the 345 kilovolt line portion from the Nevada-Utah border to Red Butte
Substation.
At December 31, 1993, the Company owned 98 transmission and
distribution substations with a total installed transformer capacity of
10,186,441 kilovolt-amperes. In addition it co-owns with others the above
mentioned Eldorado Substation with installed transformer capacity of
1,000,000 kilovolt-amperes, the McCullough Substation with installed
transformer capacity of 1,250,000 kilovolt-amperes and the Reid Gardner
Unit No. 4 Substation with installed capacity of 318,000 kilovolt-amperes.
At Harry Allen Substation, the Company has a 336,000 kilovolt-ampere
transformer and two 336,000 kilovolt-ampere 345 kilovolt phase shifting
transformers which are used for necessary voltage transformations and to
control flows on the interconnection.
As of December 31, 1993, there were approximately 3,029 miles of pole
line together with approximately 5,609 cable miles of underground in the
Company's distribution system with a total installed distribution
transformer capacity of 5,160,941 kilovolt-amperes.
9
ITEM 3. LEGAL PROCEEDINGS
SUSPENDED DELIVERIES UNDER MOUNTAIN COAL COMPANY CONTRACT
In December 1992, the Company suspended deliveries under a coal
contract with Mountain Coal Co. based on a pricing dispute. Mountain Coal
Co. filed a lawsuit in the federal district court for the State of Utah
seeking a determination that the Company had repudiated the coal supply
agreement. In October 1993, the court found in favor of Mountain Coal
Co.'s position. The Company appealed the court's order, however, in March
1994, the Company resolved the litigation and bought out the remaining
obligation under the contract by issuing a promissory note (bearing
interest at 10%) for a total of $25 million. The facility using the coal
under this contract is jointly owned; accordingly, the Company's portion of
this settlement is $15.25 million. The settlement and buyout have been
recorded as of December 31, 1993, with $25 million included in notes
payable, $15.25 million included in deferred energy costs and $9.75 million
included in other receivables. The settlement and buyout will result in
lower fuel costs to the Company's customers over the otherwise remaining
life of the contract; accordingly, based on similar past buyouts,
management believes that the cost of the buyout will be recovered through
Nevada's deferred energy accounting procedures.
10
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of security holders during the
fourth quarter of the fiscal year covered by this report, through the
solicitation of proxies or otherwise.
SUPPLEMENTAL ITEM. EXECUTIVE OFFICERS OF REGISTRANT
The Company's executive officers are as follows:
Age as of
Name December 31, 1993 Position
---- ----------------- --------
Charles A. Lenzie 56 Chairman of the Board and Chief
Executive Officer
James C. Holcombe 48 President and Chief Operating
Officer
David G. Barneby 48 Vice President, Power Delivery
Cynthia K. Gilliam 45 Vice President, Retail Customer
Operations
Richard L. Hinckley 38 Vice President, Secretary and
General Counsel
Steven W. Rigazio 39 Vice President, Finance and
Planning, Treasurer, Chief
Financial Officer
Gloria T. Banks Weddle 44 Vice President, Human Resources and
Corporate Services
Each of the executive officers has been actively engaged in the
business of the Company for more than five years.
Charles A. Lenzie was elected Chairman of the Board and Chief
Executive Officer on May 1, 1989. Prior to that time he was President of
the Company.
James C. Holcombe joined the Company as Executive Vice President on
March 1, 1989 and was elected President and Chief Operating Officer on May
1, 1989. Prior to joining the Company he was Vice President of Resource
Development for San Diego Gas and Electric Company.
David G. Barneby was elected Vice President, Power Delivery effective
October 14, 1993. He joined the Company in 1965 as a Student Engineer and
was made a Junior Engineer in 1967. He was promoted to Superintendent of
the Reid Gardner Generating Station in 1976; Project Manager - Reid Gardner
Unit 4 in 1979 and in 1985 appointed Manager - Generation Engineering and
Construction. He was elected Vice President - Generation in 1989. His
title was changed to Vice President - Power Supply later that year.
Cynthia K. Gilliam was elected Vice President - Retail Customer
Operations effective October 14, 1993. She joined the Company in 1974 as a
Rate Analyst and was promoted to Rates Administrator in 1979 and to Manager
of Financial Planning in 1983. In 1987, she was appointed Manager of Human
Resource Planning. She was elected Vice President - Personnel in l988 and
her title was changed to Vice President - Human Resources in l989. In
1992, she was elected Vice President - Customer Service.
Richard L. Hinckley was elected Vice President, Secretary and General
Counsel effective October 14, 1993. He joined the Company as Staff Counsel
in l985; was promoted to Assistant Secretary and Chief Counsel in 1989 and
elected Vice President, Chief Counsel and secretary in 1991. Prior to
11
joining the Company, he served as Staff Attorney with the Nevada Public
Service Commission and as Assistant Attorney General in Utah.
Steven W. Rigazio was elected Vice President, Finance and Planning,
Treasurer, Chief Financial Officer effective October 14, 1993. He joined
the Company in l984 as a Rates Administrator and was promoted to Supervisor
of Rates and Regulations in l985, Manager of Rates and Regulatory Affairs
in l986, Director of System Planning in l990, Vice President - Planning in
1991 and Vice President and Treasurer, Chief Financial Officer in 1992.
Gloria T. Banks Weddle was elected Vice President - Human Resources
and Corporate Services effective October 14, 1993. She first joined the
Company in 1973, was promoted to Manager of Compensation and Benefits in
1988 and Director of Human Resources in 1991. She was elected Vice
President - Human Resources in 1992.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK
AND RELATED SECURITY HOLDER MATTERS
Information with respect to the principal market for the Company's
common stock, securities exchange, shareholders of record, quarterly high
and low sales prices and quarterly dividend payments for 1992 and 1991 are
hereby incorporated by reference from page 43 of the Company's Annual
Report to Shareholders for the year ended December 31, 1993, which is filed
herewith as Exhibit 13.
ITEM 6. SELECTED FINANCIAL DATA
The information required by Item 6 is hereby incorporated by reference
from pages 44 to 45 of the Company's Annual Report to Shareholders for the
year ended December 31, 1993, which is filed herewith as Exhibit 13.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATION
The information required by Item 7 is hereby incorporated by reference
from pages 16 to 21 of the Company's Annual Report to Shareholders for the
year ended December 31, 1993, which are filed herewith as Exhibit 13.
12
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Company's financial statements for the years ended December 31,
1993, 1992 and 1991 together with the auditors' report thereon required by
Item 8 are incorporated by reference from the following pages of the
Company's Annual Report to Shareholders for the year ended December 31,
1993, which are filed herewith as Exhibit 13.
Annual
Report
Page
------
Statements of Income for the Years Ended
December 31, 1993, 1992 and 1991...................... 22
Statements of Retained Earnings for the Years
Ended December 31, 1993, 1992 and 1991................ 23
Balance Sheets - December 31, 1993 and 1992............ 24-25
Schedules of Capitalization -
December 31, 1993 and 1992............................ 26-27
Schedules of Long-Term Debt -
December 31, 1993 and 1992............................ 28-29
Statements of Cash Flows for the Years Ended
December 31, 1993, 1992 and 1991...................... 30
Notes to Financial Statements.......................... 31-41
Independent Auditors' Report........................... 42
Report of Management................................... 42
See Note 10 of Notes to Financial Statements in the Company's Annual
Report to Shareholders for the unaudited selected quarterly financial data
required to be presented in this Item 8.
Financial statements and supplemental schedules of the Company's
subsidiaries are omitted since their aggregate total assets, sales and
revenues, and income before income taxes are not material in relation to
the Company's total assets, sales and revenues, and income before income
taxes.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
There has been no Report on Form 8-K filed within the twenty-four
months prior to the date of the most recent financial statements, December
31, 1993, reporting a change of accountants.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information required by Item 10 with respect to the Company's
executive officers is set forth in Part I, Item 4., under the preceding
heading "Supplemental Item. Executive Officers of Registrant". The other
information required by Item 10 is hereby incorporated by reference from
the Company's definitive Proxy Statement dated March 14, 1994 and
heretofore filed with the Securities and Exchange Commission ("SEC"). (See
the heading therein "Election of Directors".)
13
ITEM 11. EXECUTIVE COMPENSATION
The information required by Item 11 is hereby incorporated by
reference from the Company's definitive Proxy Statement dated March 14,
1994 and heretofore filed with the SEC. (See the heading therein
"Executive Compensation".)
ITEM 12. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The information required by Item 12 is hereby incorporated by
reference from the Company's definitive Proxy Statement dated March 14,
1994 and heretofore filed with the SEC. (See the heading therein "Security
Ownership of Management".)
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Management of the Company has no knowledge of any transaction,
relationship or indebtedness which is required to be disclosed by Item 13.
14
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
AND REPORTS ON FORM 8-K
The Company's financial statements for the years ended December 31,
1993, 1992 and 1991 together with the auditors' report appearing on pages
22 to 42 of Nevada Power Company's 1993 Annual Report to Shareholders are
incorporated herein by reference and filed as Exhibit 13.
FINANCIAL STATEMENT SCHEDULES FOR THE
YEARS ENDED DECEMBER 31, 1993, 1992, and 1991 PAGE
- -------------------------------------------------------------------------
Independent Auditors' Consent and Report on Schedules............. 24
Schedule V - Electric Plant....................................... 25-27
Schedule VI - Accumulated Depreciation............................ 25-27
Schedule VIII - Valuation and Qualifying Accounts................. 28
All other schedules and financial statements of subsidiaries not
consolidated are omitted because they are not applicable, not required, or
because the information is included in the financial statements or notes
thereto.
EXHIBITS FILED DESCRIPTION
- -------------- -----------
13 Pages 16 to 45 of Nevada Power Company's Annual Report to
Shareholders for the Year Ended December 31, 1993
(incorporated by reference in Parts II and IV hereof).
10.69 Long-Term Incentive Plan dated as of January 1, 1993.
10.70 Contract for Long-Term Power Purchases from Qualifying
Facilities dated May 27, 1992 between Las Vegas
Co-generation, Inc. and Nevada Power Company,
Replaces Exhibit 10.50.
10.71 Settlement Agreement and Promissory Note between Mountain
Coal Company and Atlantic Richfield Company and Nevada Power
Company dated March 9, 1994.
15
In addition to those Exhibits shown above, the Company hereby
incorporates the following Exhibits pursuant to Exchange Act Rule 12B-32
and Regulation #201.24 by reference to the filings set forth below:
EXHIBIT ORIGINALLY FILED
NO. DESCRIPTION AS EXHIBIT FILE NO.
- ------- ----------- ---------------- --------
3.1 Bylaws, as amended February 9, 1984 3 to Form 10-K 1-4698
Year 1983
3.2 Restated Bylaws, as amended
May 13, 1988 4.8 to Form S-3 33-33545
January 10, 1991 3.2 to Form 10-K 1-4698
Year 1990
3.3 Restated Articles of Incorporation, 2.2 to Form S-7 2-65097
filed November 7, 1978
3.4 Amendment to Restated Articles of 2.3 to Form S-16 2-67853
Incorporation, filed May 19, 1980
3.5 Amendment to Restated Articles of 3.4 to Form 10-K 1-4698
Incorporation filed May 31, 1983 Year 1983
3.6 Amendment to Restated Articles of 4.4 to Form S-3 33-4567
Incorporation, filed May 12, 1986
3.7 Amendment to Restated Articles of 4.6 to Form S-3 33-15554
Incorporation, filed May 12, 1987
3.8 Amendment to Restated Articles of 3.7 to Form 10-K 1-4698
Incorporation filed June 10, 1988 Year 1988
3.9 Restated Articles of Incorporation 3.8 to Form 10-K 1-4698
filed June 10, 1988 Year 1988
3.10 Amendment to Restated Articles of 4.7 to Form S-8 33-32372
Incorporation filed May 23, 1989.
3.11 Amendment to Restated Articles of 4.8 to Form S-3 33-55698
Incorporation filed June 8, 1992.
4.1 Certificate of Designation of Cumulative
Preferred Stock as follows:
5.40% Series 2.1 to Form S-1 2-16968
5.20% Series 2.1 to Form S-1 2-20618
4.70% Series 3.2 to Form 8-K 1-4698
July 1965
8% Series 2.1 to Form S-7 2-44513
8.70% Series 2.1 to Form S-7 2-49622
11.50% Series 2.1 to Form S-7 2-52238
9.75% Series 2.1 to Form S-7 2-56788
Auction Series A 4.6 to Form S-3 33-15554
Auction Series A as amended
November 14, 1991 4.9 to Form S-3 33-44460
Auction Series A as amended
December 12, 1991 4.1 to Form 10-K 1-4698
Year 1992
9.90% Series 4.1 to Form 10-K 1-4698
Year 1992
4.2 Indenture of Mortgage and Deed of 4.2 to Form S-1 2-10932
Trust Providing for First Mortgage
Bonds, dated October 1, 1953 and
Nineteen Supplemental Indentures
as follows:
First Supplemental Indenture, 4.2 to Form S-1 2-11440
dated August 1, 1954
Second Supplemental Indenture, 4.9 to Form S-1 2-12566
dated September 1, 1956
Third Supplemental Indenture, 4.13 to Form S-1 2-14949
dated May 1, 1959
16
EXHIBIT ORIGINALLY FILED
NO. DESCRIPTION AS EXHIBIT FILE NO.
- ------- ----------- ---------------- --------
Fourth Supplemental Indenture, 4.5 to Form S-1 2-16968
dated October 1, 1960
Fifth Supplemental Indenture, 4.6 to Form S-16 2-74929
dated December 1, 1961
Sixth Supplemental Indenture, 4.6A to Form S-1 2-21689
dated October 1, 1963
Seventh Supplemental Indenture, 4.6B to Form S-1 2-22560
dated August 1, 1964
Eighth Supplemental Indenture, 4.6C to Form S-9 2-28348
dated April 1, 1968
Ninth Supplemental Indenture, 4.6D to Form S-1 2-34588
dated October 1, 1969
Tenth Supplemental Indenture, 4.6E to Form S-7 2-38314
dated October 1, 1970
Eleventh Supplemental Indenture, 2.12 to Form S-7 2-45728
dated November 1, 1972
Twelfth Supplemental Indenture, 2.13 to Form S-7 2-52350
dated December 1, 1974
Thirteenth Supplemental 4.14 to Form S-16 2-74929
Indenture, dated October 1,
1976
Fourteenth Supplemental 4.15 to Form S-16 2-74929
Indenture, dated May 1, 1977
Fifteenth Supplemental 4.16 to Form S-16 2-74929
Indenture dated September 1,
1978
Sixteenth Supplemental Indenture, 4.17 to Form S-16 2-74929
dated December 1, 1981
Seventeenth Supplemental 4.2 to Form 10-K 1-4698
Indenture, dated August 1, 1982 Year 1982
Eighteenth Supplemental Indenture, 4.6 to Form S-3 33-9537
dated November 1, 1986
Nineteenth Supplemental Indenture, 4.2 to Form 10-K 1-4698
dated October 1, 1989 Year 1989
Twentieth Supplemental Indenture, 4.21 to Form S-3 33-53034
dated May 1, 1992
Twenty-First Supplemental 4.22 to Form S-3 33-53034
Indenture, dated June 1, 1992
Twenty-Second Supplemental 4.23 to Form S-3 33-53034
Indenture, dated June 1, 1992
Twenty-Third Supplemental 4.23 to Form S-3 33-53034
Indenture, dated October 1, 1992
Twenty-Fourth Supplemental 4.23 to Form S-3 33-53034
Indenture, dated October 1, 1992
Twenty-Fifth Supplemental 4.23 to Form S-3 33-53034
Indenture, dated January 1, 1993
4.3 Instrument of Further Assurance 4.8 to Form S-1 2-12566
dated April 1, 1956 to Indenture
of Mortgage and Deed of Trust
dated October 1, 1953
4.4 Rights Agreement dated October 15, 4.1 to Form 8-A 1-4698
1990 between Manufacturers Hanover Year 1990
Trust Company and Nevada Power
Company
17
EXHIBIT ORIGINALLY FILED
NO. DESCRIPTION AS EXHIBIT FILE NO.
- ------- ----------- ---------------- --------
10.1 Contract for Sale of Electrical 13.9A to Form S-1 2-10932
Energy between State of Nevada
and the Company, dated October
10, 1941
10.2 Amendment dated June 30, 1953 to 13.9A to Form S-1 2-10932
Exhibit 10.1
10.3 Contract for Sale of Electrical 13.10 to Form S-1 2-10932
Energy between State of Nevada
and the Company, dated June 1,
1951
10.4 Agreement dated November 10, 1948 13.18 to Form S-1 2-12697
between the Company and Lincoln
County Power District No. 1 and
Overton Power District No. 5
10.5 Agreement dated October 21, 1949 13.19 to Form S-9 2-12697
between the Company and Lincoln
County Power District No. 1 and
Overton Power District No. 5
10.6 Mohave Project Plant Site 13.27 to Form S-9 2-28348
Conveyance and Co-tenancy
Agreement dated May 29, 1967
between the Company and Salt
River Project Agricultural
Improvement and Power District
Southern California Edison
Company
10.7 Eldorado System Conveyance and 13.30 to Form S-9 2-28348
Co-tenancy Agreement dated
December 20, 1967 between the
Company and Salt River Project
Agricultural Improvement and
Power District and Southern
California Edison Company
10.8 Mohave Operating Agreement dated 13.26F to Form S-1 2-38314
July 6, 1970 between the Company,
Salt River Project Agricultural
Improvement and Power District,
Southern California Edison
Company and Department of Water
and Power of the City of Los
Angeles
10.9 Navajo Project Participation 13.27A to Form S-1 2-38314
Agreement dated September 30,
1969 between the Company, the
United States of America,
Arizona Public Service Company,
Department of Water and Power of
the City of Los Angeles, Salt
River Project Agricultural
Improvement and Power District
and Tucson Gas & Electric
Company
18
EXHIBIT ORIGINALLY FILED
NO. DESCRIPTION AS EXHIBIT FILE NO.
- ------- ----------- ---------------- --------
10.10 Navajo Project Coal Supply 13.27B to Form S-1 2-38314
Agreement dated June 1, 1970
between the Company, the United
States of America, Arizona
Public Service Company,
Department of Water and Power
of the City of Los Angeles,
Salt River Project Agricultural
District, Tucson Gas & Electric
Company and the Peabody Coal
Company
10.11 Contract dated January 1, 1968 13.32 to Form S-1 2-34588
between the Company and United
States Bureau of Reclamation for
interconnections at Mead Station
10.12 Note Agreement dated December 11, 5.35 to Form S-7 2-49622
1973 relating to $25,000,000
8-1/2% Promissory Notes due 1998
10.13 Reclaimed Wastewater Purchase 5.36 to Form S-7 2-52238
Agreement dated June 21, 1974
among City of Las Vegas, Nevada,
Clark County Sanitation District
No. 1, County of Clark, Nevada
and Nevada Power Company
10.14 Equipment Lease dated as of 5.37 to Form 8-K 1-4698
March 1, 1974 between Nevada Power April 1974
Company, Lessor, and Clark County,
Nevada, Lessee
10.15 Sublease Agreement dated as of 5.38 to Form 8-K 1-4698
March 1, 1974 between Clark April 1974
County, Nevada, Sublessor,
and Nevada Power Company,
Sublessee
10.16 Guaranty Agreement dated as of 5.39 to Form 8-K 1-4698
March 1, 1974 between Nevada April 1974
Power Company and Commerce
Union Bank as Trustee
10.17 Navajo Project Co-tenancy 5.31 to Form 8-K 1-4698
Agreement dated March 23, 1976 April 1974
between the Company, Arizona
Public Service Company,
Department of Water and
Power of the City of Los Angeles,
Salt River Project Agricultural
Improvement and Power District,
Tucson Gas & Electric Company
and the United States of America
10.18 Amended Mohave Project Coal Supply 5.35 to Form S-7 2-56356
Agreement dated May 26, 1976
between the Company and Southern
California Edison Company,
Department of Water and Power of
the City of Los Angeles, Salt
River Project Agricultural
Improvement and Power District
and the Peabody Coal Company
19
EXHIBIT ORIGINALLY FILED
NO. DESCRIPTION AS EXHIBIT FILE NO.
- ------- ----------- ---------------- --------
10.19 Amended Mohave Project Coal Slurry 5.36 to Form S-7 2-56356
Pipeline Agreement dated May 26,
1976 between Peabody Coal Company
and Black Mesa Pipeline, Inc.
(Exhibit B to Exhibit 10.18)
10.20 Coal Supply Agreement dated October 5.38 to Form S-7 2-56356
15, 1975 between the Company and
United States Fuel Company
10.21 Amendment dated November 19, 1976 5.30 to Form S-7 2-62105
to Exhibit 10.20
10.22 Participation Agreement Reid 5.34 to Form S-7 2-65097
Gardner Unit No. 4 dated July
11, 1979 between the Company
and California Department of
Water Resources
10.23 Coal Supply Agreement dated 5.37 to Form S-7 2-62509
March 1, 1980 between the
Company and Beaver Creek
Coal Company
10.24 Coal Supply Agreement dated 5.38 to Form S-7 2-62509
March 1, 1980 between the
Company and Trail Mountain
Coal Company
10.25 Coal Supply Agreement dated 10.26 to Form 10-K 1-4698
December 8, 1980 between the Year 1981
Company and Plateau Mining
Company
10.26 Coal Supply Agreement dated 10.26 to Form 10-K 1-4698
August 31, 1982 between Year 1982
the Company and CO-OP
Mining Company
10.27 Coal Supply Agreement dated 10.27 to Form 10-K 1-4698
September 8, 1982 between the Year 1982
Company and Getty Mining
Company
10.28 Coal Supply Agreement dated 10.28 to Form 10-K 1-4698
September 8, 1982 between the Year 1982
Company and Tower Resources,
Inc.
10.29 Coal Supply Agreement dated 10.29 to Form 10-K 1-4698
September 22, 1982 between the Year 1982
Company and Beaver Creek Coal
Company
10.30 Memorandum of Understanding 10.30 to Form 10-K 1-4698
Concerning Interconnection Year 1983
between Utah Power & Light
Company and Nevada Power
Company dated February 2, 1984
10.31 Sublease Agreement between Powveg 10.31 to Form 10-K 1-4698
Leasing Corp., as Lessor and Year 1983
Nevada Power Company as Lessee,
dated January 11, 1984 for
lease of administrative
headquarters
20
EXHIBIT ORIGINALLY FILED
NO. DESCRIPTION AS EXHIBIT FILE NO.
- ------- ----------- ---------------- --------
10.32 Participation Agreement between 10.32 to Form 10-K 1-4698
Utah Power & Light Company and Year 1985
the Company dated December 19,
1985
10.33 Sale and Purchase Agreement dated 10.33 to Form 10-K 1-4698
as of December 23, 1985 by and Year 1985
between Nevada Power Company and
CP National Corporation
10.34 Restated Coal Sales Agreement as 10.34 to Form 10-K 1-4698
of July 1, 1985 by and between Year 1985
Nevada Power Company and Trail
Mountain Coal Company
10.35 Summary of Supplemental Executive 10.35 to Form 10-K 1-4698
Retirement Plan as approved Year 1985
November 14, 1985
10.36 Financing Agreement dated as of 10.36 to Form 10-K 1-4698
February 1, 1983 between Clark Year 1985
County, Nevada and Nevada Power
Company
10.37 Financing Agreement between Clark 10.37 to Form 10-K 1-4698
County, Nevada and Nevada Power Year 1985
Company dated as of December 1,
1985
10.38 Reimbursement Agreement dated 10.38 to Form 10-K 1-4698
as of December 1, 1985 between Year 1986
The Fuji Bank, Limited and
Nevada Power Company
10.39 Contract for Sale of Electrical 10.39 to Form 10-K 1-4698
Energy between the State of Year 1987
Nevada and the Company, dated
July 8, 1987
10.40 Power Sales Agreement between 10.40 to Form 10-K 1-4698
Utah Power & Light Company and Year 1987
the Company, dated August 17,
1987
10.41 Transmission Facilities Agreement 10.41 to Form 10-K 1-4698
between Utah Power & Light Year 1987
Company and the Company, dated
August 17, 1987
10.42 Financing Agreement between Clark 10.42 to Form 10-K 1-4698
County, Nevada and Nevada Power Year 1988
Company dated as of November 1,
1988
10.43 Reimbursement Agreement dated 10.43 to Form 10-K 1-4698
as of November 1, 1988 between Year 1988
The Fuji Bank, Limited and
Nevada Power Company
10.44 401(k) Savings Plan 28.1 to Form S-8 33-32372
10.45 Power Purchase Contract dated 10.45 to Form 10-K 1-4698
February 15, 1990 between Year 1989
Mission Energy Company and
Nevada Power
Company
21
EXHIBIT ORIGINALLY FILED
NO. DESCRIPTION AS EXHIBIT FILE NO.
- ------- ----------- ---------------- --------
10.46 Contact for Long-Term Power 10.46 to Form 10-K 1-4698
Purchases from Qualifying Year 1989
Facilities dated May 1, 1989
between Oxford Energy of Nevada
and Nevada Power Company
10.47 Contract A for Long-Term Power 10.47 to Form 10-K 1-4698
Purchases from Qualifying Year 1989
Facilities dated May 2, 1989
between Bonneville Nevada
Corporation and Nevada Power
Company
10.48 Contract for Long-Term Power 10.48 to Form 10-K 1-4698
Purchases from Qualifying Year 1989
Facilities dated April 10, 1989
between Magna Energy Systems,
Eastern Sierra Energy Company
and Nevada Power Company
10.49 Contract B for Long-Term Power 10.49 to Form 10-K 1-4698
Purchases from a Qualifying Year 1989
Facility dated October 27, 1989
between Bonneville Nevada
Corporation and Nevada Power
Company
10.50 Contract for Long-Term Power 10.50 to Form 10-K 1-4698
Purchases from Qualified Year 1989
Facilities dated February 12,
1990 between Las Vegas
Co-generation, Inc. and Nevada
Power Company
10.51 Agreement for Transmission 10.51 to Form 10-K 1-4698
Service dated March 29, 1989 Year 1989
between Overton Power District
No. 5 , Lincoln County Power
District No. 1 and Nevada Power
Company
10.52 Contract dated June 30, 1988 10.52 to Form 10-K 1-4698
between United States Department Year 1989
of Energy Western Area Power
Administration and Nevada Power
Company
10.53 Executive Performance Incentive 10.53 to Form 10-K 1-4698
Plan dated as of January 1, 1989 Year 1989
10.54 Severance Allowance Plan 10.54 to Form 10-K 1-4698
adopted September 14, 1989 Year 1989
10.55 Power Purchase Contract dated 10.55 to Form 10-K 1-4698
July 5, 1990 between Year 1990
Mission Energy Company and
Nevada Power Company
10.56 Contract B for Long-Term Power 10.56 to Form 10-K 1-4698
Purchases from a Qualifying Year 1990
Facility dated May 24, 1990
between Bonneville Nevada
Corporation and Nevada Power
Company
10.57 Amendment dated June 15, 1989 to 10.57 to Form 10-K 1-4698
Exhibit 10.46 Year 1990
22
EXHIBIT ORIGINALLY FILED
NO. DESCRIPTION AS EXHIBIT FILE NO.
- ------- ----------- ---------------- --------
10.58 Amendment dated August 23, 1989 10.58 to Form 10-K 1-4698
to Exhibit 10.46 Year 1990
10.59 Amendment dated April 23, 1990 10.59 to Form 10-K 1-4698
to Exhibit 10.46 Year 1990
10.60 Exhibit H dated August 13, 1990 10.60 to Form 10-K 1-4698
to Exhibit 10.46 Year 1990
10.61 Western Systems Power Pool 10.61 to Form 10-K 1-4698
Agreement (Agreement) dated Year 1990
January 2, 1991 between
thirty-nine other Western
Systems Power Pool members as
listed on pages 1 and 2 of the
Agreement and Nevada Power
Company
10.62 Financing Agreement between Clark 10.62 to Form 10-K 1-4698
County, Nevada and Nevada Power Year 1990
Company dated June 1, 1990
10.63 Restated Power Sales Agreement 10.63 to Form 10-K 1-4698
dated March 25, 1991 between Year 1991
Pacificorp and Nevada Power
Company
10.64 Amendment dated July 17, 1990 to 10.64 to Form 10-K 1-4698
Exhibit 10.55 Year 1991
10.65 Financing Agreement between Clark 10.65 to Form 10-K 1-4698
County, Nevada and Nevada Power Year 1992
Company dated June 1, 1992
(Series 1992A)
10.66 Financing Agreement between Clark 10.66 to Form 10-K 1-4698
County, Nevada and Nevada Power Year 1992
Company dated June 1, 1992
(Series 1992B)
10.67 Financing Agreement between Clark 10.67 to Form 10-K 1-4698
County, Nevada and Nevada Power Year 1992
Company dated October 1, 1992
10.68 Power Sales Agreement dated 10.68 to Form 10-K 1-4698
October 19, 1992 Between the Year 1992
Department of Water and Power
of the City of Los Angeles
and Nevada Power Company
REPORTS ON FORM 8-K
The Company filed no current report on Form 8-K during the quarter
ended December 31, 1993.
23
INDEPENDENT AUDITORS' CONSENT AND REPORT ON SCHEDULES
We consent to the incorporation by reference in Registration Statement
No. 33-18622 on Form S-3 and in Registration Statement No. 33-15554 on Form
S-3 of Nevada Power Company of our report dated February 10, 1994 (March
11, 1994 as to the fourth paragragh of Note 7) (which expresses an
unqualified opinion and includes an explanatory paragraph relating to the
Company's change in method of accounting for income taxes to conform with
Statement of Financial Accounting Standards No. 109) incorporated by
reference in this Annual Report on Form 10-K of Nevada Power Company for
the year ended December 31, 1993.
Our audits of the financial statements referred to in our
aforementioned report also included the financial statement schedules of
Nevada Power Company, listed in Item 14. These financial statement
schedules are the responsibility of Nevada Power Company's management. Our
responsibility is to express an opinion based on our audits. In our
opinion, such financial statement schedules, when considered in relation to
the basic financial statements taken as a whole, present fairly in all
material respects the information set forth therein.
DELOITTE & TOUCHE
DELOITTE & TOUCHE
Las Vegas, Nevada
March 28, 1994
24
NEVADA POWER COMPANY
SCHEDULE V - ELECTRIC PLANT
FOR THE YEAR ENDED DECEMBER 31, 1993
(IN THOUSANDS OF DOLLARS)
Balance at Balance at
Beginning Additions Retirements End of
of Period At Cost (1) and Other Period
---------- ----------- ----------- ----------
Production............$ 588,492 $ 93,859 $ (824) $ 681,527
Transmission.......... 263,807 13,869 (133) 277,543
Distribution.......... 536,644 61,923 (3,693) 594,874
General............... 77,402 7,927 (713) 84,616
Construction work-in-
progress............. 172,093 (4,441) -- 167,652
Property under capital
lease................ 96,753 -- (5,236) 91,517
Plant held for future
use.................. 4,442 -- (723) 3,719
---------- ----------- ----------- ----------
$1,739,633 $ 173,137 $ (11,322) $1,901,448
========== =========== =========== ==========
SCHEDULE VI - ACCUMULATED DEPRECIATION
FOR THE YEAR ENDED DECEMBER 31, 1993
(IN THOUSANDS OF DOLLARS)
Balance at Salvage, Less Balance at
Beginning Cost of End of
of Period Provisions(2) Removal Retirements Period
---------- ----------- ---------- --------- ---------
Production...$ 250,545 $ 19,919 $ (87) $ (823) $ 269,554
Transmission. 50,030 6,658 (108) (133) 56,447
Distribution. 98,355 14,817 121 (2,717) 110,576
General...... 12,755 3,104 74 (713) 15,220
Retirement work-
in-progress. (722) -- 227 -- (495)
---------- ----------- ---------- --------- ---------
$ 410,963 $ 44,498 $ 227 $ (4,386) $ 451,302
========== =========== ========== ========= =========
______________
(1) Additions include Allowance for Funds Used During Construction
capitalized in the amount of $9,880,000.
(2) Provisions include $43,341,000 charged to income and $1,157,000
charged to other accounts. The depreciation provision on the
statement of income includes additional amounts for amortization of
the electric plant acquisition adjustments in the amount of $17,000.
25
NEVADA POWER COMPANY
SCHEDULE V - ELECTRIC PLANT
FOR THE YEAR ENDED DECEMBER 31, 1992
(IN THOUSANDS OF DOLLARS)
Balance at Balance at
Beginning Additions Retirements End of
of Period At Cost (1) and Other Period
---------- ----------- ----------- ----------
Production............$ 577,565 $ 12,222 $ (1,295) $ 588,492
Transmission.......... 235,282 28,719 (194) 263,807
Distribution.......... 460,406 66,383 9,855 (2) 536,644
General............... 70,917 8,913 (2,428) 77,402
Construction work-in-
progress............. 112,257 62,382 (2,546)(3) 172,093
Property under capital
lease................ 96,358 -- 395 96,753
Plant held for future
use.................. 9,706 -- (5,264)(4) 4,442
---------- ----------- ----------- ----------
$1,562,491 $ 178,619 $ (1,477) $1,739,633
========== =========== =========== ==========
SCHEDULE VI - ACCUMULATED DEPRECIATION
FOR THE YEAR ENDED DECEMBER 31, 1992
(IN THOUSANDS OF DOLLARS)
Balance at Salvage, Less Balance at
Beginning Cost of End of
of Period Provisions(5) Removal Retirements Period
---------- ----------- ---------- --------- ---------
Production...$ 233,539 $ 18,190 $ 111 $ (1,295) $ 250,545
Transmission. 44,151 6,102 (40) (183) 50,030
Distribution. 86,574 14,925 266 (3,410) 98,355
General...... 12,229 2,910 44 (2,428) 12,755
Retirement work-
in-progress. (726) -- 4 -- (722)
---------- ----------- ---------- --------- ---------
$ 375,767 $ 42,127 $ 385 $ (7,316) $ 410,963
========== =========== ========== ========= =========
______________
(1) Additions include Allowance for Funds Used During Construction
capitalized in the amount of $7,544,000.
(2) Included in retirements and other is $13,567,000 for AFUDC on
Industrial Development Revenue Bond Trust Fund balances reclassified
from other deferred charges.
(3) Included in retirements and other is $2,546,000 for costs related to a
property loss at Reid Gardner Generating Station No. 4 which were
reclassified to other deferred charges.
(4) Included in retirements and other is $5,794,000 reclassified as
property under capital lease.
(5) Provisions include $39,433,000 charged to income and $2,694,000
charged to other accounts. The depreciation provision on the
statement of income includes additional amounts for amortization of
the electric plant acquisition adjustments in the amount of $18,000.
26
NEVADA POWER COMPANY
SCHEDULE V - ELECTRIC PLANT
FOR THE YEAR ENDED DECEMBER 31, 1991
(IN THOUSANDS OF DOLLARS)
Balance at Balance at
Beginning Additions Retirements End of
of Period At Cost (1) and Other Period
---------- ----------- ----------- ----------
Production............$ 562,858 $ 20,347 $ (5,640) $ 577,565
Transmission.......... 217,852 18,214 (784) 235,282
Distribution.......... 400,869 76,386 (16,849)(2) 460,406
General............... 63,597 8,013 (693) 70,917
Construction work-in-
progress............. 75,946 30,992 5,319 (3) 112,257
Property under capital
lease................ 18,199 83,000 (5) (4,841) 96,358
Plant held for future
use.................. 5,786 3,188 732 (4) 9,706
---------- ----------- ----------- ----------
$1,345,107 $ 240,140 $ (22,756) $1,562,491
========== =========== =========== ==========
SCHEDULE VI - ACCUMULATED DEPRECIATION
FOR THE YEAR ENDED DECEMBER 31, 1991
(IN THOUSANDS OF DOLLARS)
Balance at Salvage, Less Balance at
Beginning Cost of End of
of Period Provisions(6) Removal Retirements Period
---------- ----------- ---------- --------- ---------
Production...$ 217,606 $ 19,807 $ 1,766 $ (5,640) $ 233,539
Transmission. 39,999 5,001 (65) (784) 44,151
Distribution. 80,618 9,084 152 (3,280) 86,574
General...... 10,633 2,151 38 (593) 12,229
Retirement work-
in-progress. (634) -- (92) -- (726)
---------- ----------- ---------- --------- ---------
$ 348,222 $ 36,043 $ 1,799 $ (10,297) $ 375,767
========== =========== ========== ========= =========
______________
(1) Additions include Allowance for Funds Used During Construction
capitalized in the amount of $6,051,000.
(2) Included in retirements and other is $13,567,000 for AFUDC over-
accrued on Industrial Development Revenue Bond Trust Fund balances and
reclassified to other deferred charges to be amortized over eight
years.
(3) Included in retirements and other is $5,319,000 for costs related to
the Company's Harry Allen Generating Facility project which were
reclassified from other deferred charges.
(4) Included in retirements and other is $732,000 for amortization and
interest cost for l991 reclassified as plant held for future use.
(5) Additions include $83,000,000 for a capitalized lease which was
recorded as a result of a power purchase contract between the Company
and Mission Energy Company.
(6) Provisions include $34,663,000 charged to income and $l,380,000
charged to other accounts. The depreciation provision on the
statement of income includes additional amounts for amortization of
the electric plant acquisition adjustments in the amount of $485,000.
27
NEVADA POWER COMPANY
SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
(IN THOUSANDS OF DOLLARS)
Reserve for
Doubtful
Accounts
----------
BALANCE AT DECEMBER 31, 1990............................. $ 924
Provision charged to income............................. 2,487
Amounts written off, less recoveries.................... (2,305)
-------
BALANCE AT DECEMBER 31, 1991............................. $ 1,106
Provision charged to income............................. 2,068
Amounts written off, less recoveries.................... (2,371)
-------
BALANCE AT DECEMBER 31, 1992............................. $ 803
Provision charged to income............................. 3,161
Amounts written off, less recoveries.................... (2,839)
-------
BALANCE AT DECEMBER 31, 1993............................ $ 1,125
=======
28
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
NEVADA POWER COMPANY
-------------------------------------
(Registrant)
March 28, 1994 By CHARLES A. LENZIE
-------------------------------------
Charles A. Lenzie
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
March 28, 1994 By CHARLES A. LENZIE
-------------------------------------
Charles A. Lenzie, Chairman of
the Board, Chief Executive
Officer and Director
(Principal Executive Officer)
March 28, 1994 By STEVEN W. RIGAZIO
-------------------------------------
Steven W. Rigazio, Vice President,
Finance and Planning, Treasurer,
Chief Financial Officer
(Principal Financial and
Principal Accounting Officer)
March 28, 1994 By JAMES CASHMAN III
-------------------------------------
James Cashman III, Director
March 28, 1994 By MARY LEE COLEMAN
-------------------------------------
Mary Lee Coleman, Director
March 28, 1994 By FRED D. GIBSON JR.
-------------------------------------
Fred D. Gibson Jr., Director
March 28, 1994 By JOHN L. GOOLSBY
-------------------------------------
John L. Goolsby, Director
March 28, 1994 By JERRY HERBST
-------------------------------------
Jerry Herbst, Director
March 28, 1994 By JAMES C. HOLCOMBE
-------------------------------------
James C. Holcombe, President and
Director
March 28, 1994 By CONRAD L. RYAN
-------------------------------------
Conrad L. Ryan, Director
March 28, 1994 By FRANK E. SCOTT
-------------------------------------
Frank E. Scott, Director
March 28, 1994 By ARTHUR M. SMITH
-------------------------------------
Arthur M. Smith, Director
March 28, 1994 By JELINDO A. TIBERTI
-------------------------------------
Jelindo A. Tiberti, Director
29