10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

þ   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED    March 31, 2009

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM      TO  

	Registrant, Address of	I.R.S. Employer
	Principal Executive Offices	Identification	State of
Commission File Number	and Telephone Number	Number	Incorporation
1-08788	NV ENERGY, INC.	88-0198358	Nevada
	6226 West Sahara Avenue
	Las Vegas, Nevada 89146
	(702) 402-5000
2-28348	NEVADA POWER COMPANY d/b/a	88-0420104	Nevada
	NV ENERGY
	6226 West Sahara Avenue
	Las Vegas, Nevada 89146
	(702) 402-5000
0-00508	SIERRA PACIFIC POWER COMPANY d/b/a	88-0044418	Nevada
	NV ENERGY
	P.O. Box 10100
	(6100 Neil Road)
	Reno, Nevada 89520-0400 (89511)
	(775) 834-4011

Indicate by check mark whether 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  þ          No  o   (Response applicable to all registrants)

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).       Yes______      No    (Response applicable to all registrants)

Indicate by check mark whether any registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definition of “large accelerated filer", "accelerated filer”, "non-accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

NV Energy, Inc.:	Large accelerated filer þ	Accelerated filer o	Non-accelerated filer o	Smaller reporting company      o
Nevada Power Company:	Large accelerated filer o	Accelerated filer o	Non-accelerated filer þ	Smaller reporting company      o
Sierra Pacific Power Company:	Large accelerated filer o	Accelerated filer o	Non-accelerated filer þ	Smaller reporting company      o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o  No þ   (Response applicable to all registrants)

Indicate the number of shares outstanding of each of the issuer’s classes of Common Stock, as of the latest practicable date.

Class	Outstanding at April 30, 2009
Common Stock, $1.00 par value of NV Energy, Inc.	234,395,695 Shares

NV Energy, Inc. is the sole holder of the 1,000 shares of outstanding Common Stock, $1.00 stated value, of Nevada Power Company.

NV Energy, Inc. is the sole holder of the 1,000 shares of outstanding Common Stock, $3.75 stated value, of Sierra Pacific Power Company.

This combined Quarterly Report on Form 10-Q is separately filed by NV Energy, Inc., Nevada Power Company and Sierra Pacific Power Company.  Information contained in this document relating to Nevada Power Company is filed by NV Energy, Inc. and separately by Nevada Power Company on its own behalf.  Nevada Power Company makes no representation as to information relating to NV Energy, Inc. or its subsidiaries, except as it may relate to Nevada Power Company.  Information contained in this document relating to Sierra Pacific Power Company is filed by NV Energy, Inc. and separately by Sierra Pacific Power Company on its own behalf.  Sierra Pacific Power Company makes no representation as to information relating to NV Energy, Inc. or its subsidiaries, except as it may relate to Sierra Pacific Power Company.

1

NV ENERGY, INC.

NEVADA POWER COMPANY

SIERRA PACIFIC POWER COMPANY

QUARTERLY REPORTS ON FORM 10-Q

FOR THE QUARTER ENDED MARCH 31, 2009

TABLE OF CONTENTS

Acronyms and Terms...................................................................................................................................................................................		3
PART I - FINANCIAL INFORMATION
ITEM 1.	Financial Statements
NV Energy, Inc.
	Consolidated Balance Sheets – March 31, 2009 and December 31, 2008…………...……...……………...................................................................	4
	Consolidated Statements of Operations – Three Months Ended March 31, 2009 and 2008…………………………………………………........	5
	Consolidated Statements of Cash Flows – Three Months Ended March 31, 2009 and 2008………………….......................................................	6
Nevada Power Company -
	Consolidated Balance Sheets – March 31, 2009 and December 31, 2008…………...……...……………...................................................................	7
	Consolidated Statements of Operations – Three Months Ended March 31, 2009 and 2008………………………………………………….........	8
	Consolidated Statements of Cash Flows – Three Months Ended March 31, 2009 and 2008…………………........................................................	9
Sierra Pacific Power Company -
	Consolidated Balance Sheets – March 31, 2009 and December 31, 2008…………...……...…………......................................................................	10
	Consolidated Statements of Income – Three Months Ended March 31, 2009 and 2008……………………………………………………...........	11
	Consolidated Statements of Cash Flows – Three Months Ended March 31, 2009 and 2008………………………………………………...........	12
	Condensed Notes to Consolidated Financial Statements………………………………………………………………………………….................	13
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations………………………………………………........	26
	NV Energy, Inc.……………..…………………………………………….…………………………….............................................................................	30
	Nevada Power Company …………………………………………………….………………………………………………………...............................	36
	Sierra Pacific Power Company ………………………………………………………………………………………………………...............................	43
ITEM 3A.	Quantitative and Qualitative Disclosures about Market Risk………………………………………………………………………………...............	52
ITEM 4 and 4T.	Controls and Procedures……………………………………………………………………………………………………………………....................	52
PART II - OTHER INFORMATION
ITEM 1.	Legal Proceedings…………………………………………………………………………...……………..........................................................................	53
ITEM 1A.	Risk Factors…………………………………………………………………………………………………………………………..................................	53
ITEM 2.	Unregistered Sales of Equity Securities and use of Proceeds......................................................................................................................................	53
ITEM 3.	Defaults Upon Senior Securities........................................................................................................................................................................................	53
ITEM 4.	Submission of Matters to a Vote of Security Holders....................................................................................................................................................	53
ITEM 5.	Other Information.................................................................................................................................................................................................................	54
ITEM 6.	Exhibits..................................................................................................................................................................................................................................	55
Signature Page and Certifications..................................................................................................................................................................................................................		56

2

ACRONYMS AND TERMS
(The following common acronyms and terms are found in multiple locations within the document)
Acronyms/Terms	Meaning
2008 Form 10-K	NVE’s NPC’s and SPPC’s Annual Report on Form 10-K for the year ended December 31, 2008
AFUDC	Allowance for Funds Used During Construction or Allowance for Borrowed Funds Used During Construction
APB 28-1	Accounting Principles Board 28-1, “Interim Financial Reporting”
BTER	Base Tariff Energy Rate
BTGR	Base Tariff General Rate
Clark Generating Station	550 megawatt nominally rated William Clark Generating Station
Clark Peaking Units	600 megawatt nominally rated peaking units at the William Clark Generating Station
CPUC	California Public Utilities Commission
CWIP	Construction Work-In-Progress
DBRS	Dominion Bond Rating Service
DEAA	Deferred Energy Accounting Adjustment
DOS	Distribution Only Service
DSM	Demand Side Management
Dth	Decatherm
EEC	Ely Energy Center
EPS	Earnings Per Share
FASB	Financial Accounting Standards Board
FERC	Federal Energy Regulatory Commission
Fitch	Fitch Ratings, Ltd.
FSP 107-1	FASB Staff Position No. 107-1, “Interim Disclosure about Fair Value of Financial Instruments”
FSP 157-2	FASB Staff Position No. 157-2, “Defers the effective date for certain portions of SFAS 157 related to nonrecurring measurement of nonfinancial assets and liabilities”
FSP 157-4	FASB Staff Position No. 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions that are not Orderly”
GAAP	Accounting Principles Generally Accepted in the United States
GRC	General Rate Case
Higgins Generating Station	598 megawatt nominally rated Walter M. Higgins, III Generating Station
IRP	Integrated Resource Plan
Moody’s	Moody’s Investors Services, Inc.
MW	Megawatt
MWh	Megawatt hour
NEICO	Nevada Electrical Investment Company
NPC	Nevada Power Company d/b/a NV Energy
NVE	NV Energy, Inc.
ON Line	250 mile 500 kV transmission line connecting NVE’s northern and southern service territories
PEC	Portfolio Energy Credit
Portfolio Standard	Renewable Energy Portfolio Standard
PUCN	Public Utilities Commission of Nevada
ROE	Return on Equity
ROR	Rate of Return
S&P	Standard and Poor’s
Salt River	Salt River Project
SEC	Securities and Exchange Commission
SFAS 71	Statement of Financial Accounting Standards No. 71, “Accounting for the Effects of Certain Types of Regulation”
SFAS 128	Statement of Financial Accounting Standards No. 128, "Earnings Per Share"
SFAS 131	Statement of Financial Accounting Standards No. 131, "Disclosure About Segments of an Enterprise and Related Information"
SFAS 133	Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities”
SFAS 138	Statement of Financial Accounting Standards No. 138, "Accounting for Certain Derivative Instruments and Certain Hedging Activities - An Amendment of FASB Statement No. 133"
SFAS 144	Statement of Financial Accounting Standards No. 144, “Accounting for the Disposal or Impairment of Long-Lived Assets”
SFAS 149	Statement of Financial Accounting Standards No. 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities"
SFAS 155	Statement of Financial Accounting Standards No. 155, "Accounting for Certain Hybrid Financial Instruments - An Amendment of FASB Statements No. 133 and 140"
SFAS 157	Statement of Financial Accounting Standards No. 157, “Fair Value Measurement”
SFAS 158	Statement of Financial Accounting Standards No. 158, “Employer’s Accounting for Defined Benefit Pension and Other Postretirement  Plans”
SFAS 161	Statement of Financial Accounting Standards No. 161, “Disclosures about Derivative Instruments and Hedging Activity”
SPPC	Sierra Pacific Power Company d/b/a NV Energy
TMWA	Truckee Meadows Water Authority
Tracy Generating Station	541 megawatt nominally rated Frank A. Tracy Generating Station
U.S.	United States of America
WSPP	Western Systems Power Pool

3

NV ENERGY, INC.
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)
(Unaudited)
		March 31,		December 31,
		2009		2008
ASSETS
Utility Plant at Original Cost:
Plant in service		$	10,455,344	$	10,358,843
Less accumulated provision for depreciation			2,714,889		2,659,219
			7,740,455		7,699,624
Construction work-in-progress			687,839		610,667
			8,428,294		8,310,291
Investments and other property, net			25,061		25,189
Current Assets:
Cash and cash equivalents			113,281		54,359
Accounts receivable less allowance for uncollectible accounts:
	2009 - $30,842, 2008 - $32,695		374,470		415,856
Deferred energy costs - electric (Note 3)			91,286		50,436
Materials, supplies and fuel, at average cost			124,311		125,391
Risk management assets (Note 5)			13,602		16,118
Current income taxes receivable			5,487		5,487
Deferred income taxes			76,817		49,996
Other			55,532		52,633
			854,786		770,276
Deferred Charges and Other Assets:
Deferred energy costs - electric (Note 3)			154,248		231,027
Regulatory assets			1,504,203		1,415,436
Regulatory asset for pension plans			406,039		413,544
Risk management assets (Note 5)			6,694		9,959
Other			174,478		170,258
			2,245,662		2,240,224
TOTAL ASSETS		$	11,553,803	$	11,345,980
CAPITALIZATION AND LIABILITIES
Capitalization:
Common shareholders' equity		$	3,086,337	$	3,131,186
Long-term debt			5,485,643		5,266,982
			8,571,980		8,398,168
Current Liabilities:
Current maturities of long-term debt			8,885		9,291
Accounts payable			360,922		400,084
Accrued expenses			112,294		131,720
Risk management liabilities (Note 5)			412,519		313,846
Other			119,342		114,442
			1,013,962		969,383
Commitments and Contingencies (Note 6)
Deferred Credits and Other Liabilities:
Deferred income taxes			936,550		920,481
Deferred investment tax credit			25,187		25,923
Accrued retirement benefits			276,636		288,841
Risk management liabilities (Note 5)			30,942		53,403
Regulatory liabilities			367,490		361,337
Other			331,056		328,444
			1,967,861		1,978,429
TOTAL CAPITALIZATION AND LIABILITIES		$	11,553,803	$	11,345,980
The accompanying notes are an integral part of the financial statements.

4

NV ENERGY, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in Thousands, Except Per Share Amount)
(Unaudited)
	Three Months Ended
	March 31,
	2009			2008
OPERATING REVENUES:
Electric	$	674,267		$	719,450
Gas		80,993			85,594
Other		7			7
		755,267			805,051
OPERATING EXPENSES:
Operation:
Fuel for power generation		230,104			221,608
Purchased power		125,387			183,856
Gas purchased for resale		70,272			66,896
Deferral of energy costs - electric - net		49,986			54,282
Deferral of energy costs - gas – net		(4,351	)		2,203
Other		114,677			91,675
Maintenance		34,400			23,122
Depreciation and amortization		78,048			62,070
Taxes:
Income taxes (benefit)		(13,656	)		8,619
Other than income		14,647			13,907
		699,514			728,238
OPERATING INCOME		55,753			76,813
OTHER INCOME (EXPENSE):
Allowance for other funds used during construction		6,218			11,957
Interest accrued on deferred energy		1,180			1,236
Other income		5,058			13,672
Other expense		(5,578	)		(3,027	)
Income taxes		(2,242	)		(8,089	)
		4,636			15,749
Total Income Before Interest Charges		60,389			92,562
INTEREST CHARGES:
Long-term debt		78,557			69,955
Other		9,222			7,701
Allowance for borrowed funds used during construction		(5,146	)		(9,152	)
		82,633			68,504
NET INCOME (LOSS)	$	(22,244	)	$	24,058
Amount per share basic and diluted - (Note 7)
Net Income (Loss) per share – basic and diluted	$	(0.09	)	$	0.10
Weighted Average Shares of Common Stock Outstanding - basic		234,331,044			233,836,234
Weighted Average Shares of Common Stock Outstanding - diluted		234,331,044			234,321,972
Dividends Declared Per Share of Common Stock	$	0.10		$	0.08
The accompanying notes are an integral part of the financial statements.

5

NV ENERGY, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
(Unaudited)
	Three Months Ended
	March 31,
	2009			2008
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss)	$	(22,244	)	$	24,058
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization		78,048			62,070
Deferred taxes and deferred investment tax credit		5,264			9,482
AFUDC		(6,218	)		(11,957	)
Amortization of energy costs, net of deferrals		45,803			58,847
Other, net		16,836			(9,394	)
Changes in certain assets and liabilities:
Accounts receivable		23,909			59,799
Materials, supplies and fuel		1,080			7,289
Other current assets		(2,899	)		1,617
Accounts payable		(41,216	)		(16,128	)
Accrued retirement benefits		(12,205	)		4,537
Other current liabilities		(24,400	)		5,331
Risk management assets and liabilities		267			(352	)
Other deferred assets		(3,988	)		(5,925	)
Other regulatory assets		(11,251	)		(16,508	)
Other deferred liabilities		4,493			(10,859	)
Net Cash from Operating Activities		51,279			161,907
CASH FLOWS USED BY INVESTING ACTIVITIES:
Additions to utility plant (excluding equity related to AFUDC)		(197,498	)		(225,465	)
Customer advances for construction		(3,260	)		(783	)
Contributions in aid of construction		17,104			32,475
Investments and other property – net		9			4,392
Net Cash used by Investing Activities		(183,645	)		(189,381	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of long-term debt		909,020			40,000
Retirement of long-term debt		(695,100	)		(4,364	)
Sale of Common Stock		818			2,253
Dividends paid		(23,450	)		(18,798	)
Net Cash from Financing Activities		191,288			19,091
Net Increase (Decrease) in Cash and Cash Equivalents		58,922			(8,383	)
Beginning Balance in Cash and Cash Equivalents		54,359			129,140
Ending Balance in Cash and Cash Equivalents	$	113,281		$	120,757
Supplemental Disclosures of Cash Flow Information:
Cash paid during period for:
Interest	$	92,750		$	68,326
Income taxes	$	-		$	3,544
The accompanying notes are an integral part of the financial statements

6

NEVADA POWER COMPANY
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)
(Unaudited)
		March 31,		December 31,
		2009		2008
ASSETS
Utility Plant at Original Cost:
Plant in service		$	6,954,369	$	6,884,033
Less accumulated provision for depreciation			1,538,558		1,500,502
			5,415,811		5,383,531
Construction work-in-progress			577,395		514,096
			5,993,206		5,897,627
Investments and other property, net			19,587		19,701
Current Assets:
Cash and cash equivalents			81,571		28,594
Accounts receivable less allowance for uncollectible accounts:
	2009 - $28,516 , 2008 - $30,621		225,572		238,379
Deferred energy costs - electric (Note 3)			91,286		50,436
Materials, supplies and fuel, at average cost			75,085		74,103
Risk management assets (Note 5)			10,278		11,724
Intercompany income taxes receivable			56,593		20,695
Deferred income taxes			-		2,682
Other			39,605		34,657
			579,990		461,270
Deferred Charges and Other Assets:
Deferred energy costs - electric (Note 3)			154,248		231,027
Regulatory assets			1,051,137		971,354
Regulatory asset for pension plans			184,472		187,894
Risk management assets (Note 5)			5,336		7,346
Other			132,476		127,928
			1,527,669		1,525,549
TOTAL ASSETS		$	8,120,452	$	7,904,147
CAPITALIZATION AND LIABILITIES
Capitalization:
Common shareholder's equity		$	2,570,426	$	2,627,567
Long-term debt			3,596,840		3,385,106
			6,167,266		6,012,673
Current Liabilities:
Current maturities of long-term debt			8,885		8,691
Accounts payable			266,499		262,552
Accounts payable, affiliated companies			23,557		32,901
Accrued expenses			75,278		80,069
Deferred income taxes			12,772		-
Risk management liabilities (Note 5)			300,800		222,856
Other			68,498		72,762
			756,289		679,831
Commitments and Contingencies (Note 6)
Deferred Credits and Other Liabilities:
Deferred income taxes			641,860		635,523
Deferred investment tax credit			9,711		10,001
Accrued retirement benefits			86,443		103,023
Risk management liabilities (Note 5)			23,281		35,241
Regulatory liabilities			193,336		188,709
Other			242,266		239,146
			1,196,897		1,211,643
TOTAL CAPITALIZATION AND LIABILITIES		$	8,120,452	$	7,904,147
The accompanying notes are an integral part of the financial statements.

7

NEVADA POWER COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in Thousands)
(Unaudited)
	Three Months Ended
	March 31,
	2009			2008
OPERATING REVENUES:
Electric	$	436,529		$	469,172
OPERATING EXPENSES:
Operation:
Fuel for power generation		154,062			164,021
Purchased power		88,206			93,750
Deferral of energy costs-net		38,190			45,775
Other		70,193			57,095
Maintenance		27,534			16,650
Depreciation and amortization		52,363			40,630
Taxes:
Income taxes (benefit)		(18,547	)		2,132
Other than income		9,063			8,322
		421,064			428,375
OPERATING INCOME		15,465			40,797
OTHER INCOME (EXPENSE):
Allowance for other funds used during construction		5,621			6,858
Interest accrued on deferred energy		1,853			1,794
Other income		2,342			5,747
Other expense		(3,207	)		(1,361	)
Income taxes		(2,182	)		(4,391	)
		4,427			8,647
Total Income Before Interest Charges		19,892			49,444
INTEREST CHARGES:
Long-term debt		52,308			40,997
Other		7,297			5,831
Allowance for borrowed funds used during construction		(4,562	)		(5,355	)
		55,043			41,473
NET INCOME (LOSS)	$	(35,151	)	$	7,971
The accompanying notes are an integral part of the financial statements.

8

NEVADA POWER COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
(Unaudited)
	Three Months Ended
	March 31,
	2009			2008
CASH FLOWS FROM (USED BY) OPERATING ACTIVITIES:
Net Income (Loss)	$	(35,151	)	$	7,971
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization		52,363			40,630
Deferred taxes and deferred investment tax credit		19,424			(14,443	)
AFUDC		(5,621	)		(6,858	)
Amortization of energy costs, net of deferrals		35,928			44,042
Other, net		10,269			(6,784	)
Changes in certain assets and liabilities:
Accounts receivable		(23,090	)		35,952
Materials, supplies and fuel		(982	)		4,623
Other current assets		(4,948	)		(590	)
Accounts payable		(17,299	)		(18,882	)
Accrued retirement benefits		(16,580	)		4,396
Other current liabilities		(9,056	)		13,716
Risk management assets and liabilities		(532	)		(553	)
Other deferred assets		(3,445	)		(8,834	)
Other regulatory assets		(10,572	)		(9,099	)
Other deferred liabilities		4,118			(8,426	)
Net Cash From (Used By) Operating Activities		(5,174	)		76,861
CASH FLOWS USED BY INVESTING ACTIVITIES:
Additions to utility plant (excluding equity related to AFUDC)		(141,059	)		(156,302	)
Customer advances for construction		(2,101	)		(1,879	)
Contributions in aid of construction		15,603			28,057
Investments and other property – net		(4	)		2,821
Net Cash used by Investing Activities		(127,561	)		(127,303	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of long-term debt		748,404			40,000
Retirement of long-term debt		(540,692	)		(3,539	)
Additional investment by parent company		-			53,000
Dividends paid		(22,000	)		(24,907	)
Net Cash from Financing Activities		185,712			64,554
Net Increase (Decrease) in Cash and Cash Equivalents		52,977			14,112
Beginning Balance in Cash and Cash Equivalents		28,594			37,001
Ending Balance in Cash and Cash Equivalents	$	81,571		$	51,113
Supplemental Disclosures of Cash Flow Information:
Cash paid during period for:
Interest	$	55,611		$	34,751
Income taxes	$	-		$	3,544
The accompanying notes are an integral part of the financial statements.

9

SIERRA PACIFIC POWER COMPANY
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)
(Unaudited)
		March 31,		December 31,
		2009		2008
ASSETS
Utility Plant at Original Cost:
Plant in service		$	3,500,975	$	3,474,810
Less accumulated provision for depreciation			1,176,331		1,158,717
			2,324,644		2,316,093
Construction work-in-progress			110,444		96,571
			2,435,088		2,412,664
Investments and other property, net			397		411
Current Assets:
Cash and cash equivalents			28,930		21,411
Accounts receivable less allowance for uncollectible accounts:
	2009 - $2,326; 2008 - $2,073		148,841		177,401
Materials, supplies and fuel, at average cost			49,167		51,252
Risk management assets (Note 5)			3,324		4,394
Intercompany income taxes receivable			64,591		64,932
Deferred income taxes			14,577		12,253
Other			15,803		17,631
			325,233		349,274
Deferred Charges and Other Assets:
Regulatory assets			453,066		444,082
Regulatory asset for pension plans			214,651		218,550
Risk management assets (Note 5)			1,358		2,613
Other			34,602		34,951
			703,677		700,196
TOTAL ASSETS		$	3,464,395	$	3,462,545
CAPITALIZATION AND LIABILITIES
Capitalization:
Common shareholder’s equity		$	975,406	$	877,961
Long-term debt			1,402,964		1,395,987
			2,378,370		2,273,948
Current Liabilities:
Current maturities of long-term debt			-		600
Accounts payable			79,446		109,410
Accounts payable, affiliated companies			14,480		17,433
Accrued expenses			31,825		37,787
Dividends declared			-		96,800
Risk management liabilities (Note 5)			111,719		90,990
Other			50,844		41,680
			288,314		394,700
Commitments and Contingencies (Note 6)
Deferred Credits and Other Liabilities:
Deferred income taxes			297,267		287,251
Deferred investment tax credit			15,476		15,922
Accrued retirement benefits			184,389		180,209
Risk management liabilities (Note 5)			7,661		18,162
Regulatory liabilities			174,154		172,628
Other			118,764		119,725
			797,711		793,897
TOTAL CAPITALIZATION AND LIABILITIES		$	3,464,395	$	3,462,545
The accompanying notes are an integral part of the financial statements.

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SIERRA PACIFIC POWER COMPANY
CONSOLIDATED INCOME STATEMENTS
(Dollars in Thousands)
(Unaudited)
	Three Months Ended
	March 31,
	2009			2008
OPERATING REVENUES:
Electric	$	237,738		$	250,278
Gas		80,993			85,594
		318,731			335,872
OPERATING EXPENSES:
Operation:
Fuel for power generation		76,042			57,587
Purchased power		37,181			90,106
Gas purchased for resale		70,272			66,896
Deferral of energy costs - electric – net		11,796			8,507
Deferral of energy costs - gas – net		(4,351	)		2,203
Other		44,015			33,505
Maintenance		6,866			6,472
Depreciation and amortization		25,685			21,440
Taxes:
Income taxes		9,078			9,659
Other than income		5,524			5,528
		282,108			301,903
OPERATING INCOME		36,623			33,969
OTHER INCOME (EXPENSE):
Allowance for other funds used during construction		597			5,099
Interest accrued on deferred energy		(673	)		(558	)
Other income		2,715			7,735
Other expense		(1,991	)		(1,800	)
Income taxes		(208	)		(3,574	)
		440			6,902
Total Income Before Interest Charges		37,063			40,871
INTEREST CHARGES:
Long-term debt		16,815			18,762
Other		1,696			1,622
Allowance for borrowed funds used during construction		(584	)		(3,797	)
		17,927			16,587
NET INCOME	$	19,136		$	24,284
The accompanying notes are an integral part of the financial statements.

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SIERRA PACIFIC POWER COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
(Unaudited)
	Three Months Ended
	March 31,
	2009			2008
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income	$	19,136		$	24,284
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization		25,685			21,440
Deferred taxes and deferred investment tax credit		8,597			9,629
AFUDC		(597	)		(5,099	)
Amortization of energy costs, net of deferrals		9,875			14,805
Other, net		6,395			(1,310	)
Changes in certain assets and liabilities:
Accounts receivable		28,901			23,930
Materials, supplies and fuel		2,085			2,669
Other current assets		1,828			2,050
Accounts payable		(23,069	)		(500	)
Accrued retirement benefits		4,179			(643	)
Other current liabilities		(6,672	)		806
Risk management assets and liabilities		799			201
Other deferred assets		(543	)		2,909
Other regulatory assets		(679	)		(7,409	)
Other deferred liabilities		(75	)		(294	)
Net Cash from Operating Activities		75,845			87,468
CASH FLOWS USED BY INVESTING ACTIVITIES:
Additions to utility plant (excluding equity related to AFUDC)		(56,439	)		(69,163	)
Customer advances for construction		(1,159	)		1,096
Contributions in aid of construction		1,501			4,418
Investments and other property - net		14			1,570
Net Cash used by Investing Activities		(56,083	)		(62,079	)
CASH FLOWS FROM (USED BY) FINANCING ACTIVITIES:
Proceeds from issuance of long-term debt		160,616			-
Retirement of long-term debt		(154,359	)		(771	)
Investment by parent company		90,300			20,000
Dividends paid		(108,800	)		(13,333	)
Net Cash From (Used By) Financing Activities		(12,243	)		5,896
Net Increase (Decrease) in Cash and Cash Equivalents		7,519			31,285
Beginning Balance in Cash and Cash Equivalents		21,411			23,807
Ending Balance in Cash and Cash Equivalents	$	28,930		$	55,092
Supplemental Disclosures of Cash Flow Information:
Cash paid during period for:
Interest	$	20,755		$	15,688
Income taxes	$	-		$	-
The accompanying notes are an integral part of the financial statements.

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1.                          SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The significant accounting policies for both utility and non-utility operations are as follows:

Basis of Presentation

The consolidated financial statements include the accounts of NV Energy, Inc. and its wholly-owned subsidiaries, Nevada Power Company, Sierra Pacific Power Company, Tuscarora Gas Pipeline Company, which was dissolved in 2008, Sierra Pacific Communications, Lands of Sierra, Inc., Sierra Pacific Energy Company, Sierra Water Development Company and Sierra Gas Holding Company.  All intercompany balances and intercompany transactions have been eliminated in consolidation.

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of certain assets and liabilities.  These estimates and assumptions also affect the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of certain revenues and expenses during the reporting period.  Actual results could differ from these estimates.

In the opinion of the management of NVE, NPC and SPPC, the accompanying unaudited interim consolidated financial statements contain normal and recurring adjustments necessary to present fairly the consolidated financial position, results of operations and cash flows for the periods shown.  These consolidated financial statements do not contain the complete detail concerning accounting policies and other matters, which are included in full year financial statements; therefore, they should be read in conjunction with the audited financial statements included in the 2008 Form 10-K.

The results of operations and cash flows of NVE, NPC and SPPC for the three months ended March 31, 2009, are not necessarily indicative of the results to be expected for the full year.

Reclassifications

Certain financial statement line items for prior periods have been re-grouped or reclassified to conform with current year presentation.  The re-groupings or reclassifications have not affected previously reported results of operations or common shareholders’ equity.

Recent Pronouncements

SFAS 157-2

In February 2008, the FASB issued FSP 157-2, which deferred the effective date for certain portions of SFAS 157 related to nonrecurring measurements of nonfinancial assets and liabilities.  SFAS 157-2 was effective for NVE and the Utilities beginning January 1, 2009.  The adoption of SFAS 157-2 did not have a material impact on the consolidated financial statements.

SFAS 161

In March 2008, the FASB issued SFAS 161, and amendment of SFAS 133 which is effective for financial statements issued for fiscal years and interim period beginning after November 15, 2008.  The purpose of SFAS 161 is to provide more adequate disclosure about how derivative and hedging activities affect an entity’s financial position, financial performance and cash flows.  NVE and the Utilities adopted SFAS 161 beginning January 1, 2009.  See Note 5, Derivatives and Hedging Activities.

FSP FAS 107-1 and APB 28-1

In April 2009, the FASB issued FSP FAS 107-1 and APB 28-1, requiring disclosure of fair values of certain financial instruments in interim financial statements.  The provisions of FSP 107-1 and APB 28-1 are effective for NVE and the Utilities as of June 30, 2009.  NVE and the Utilities will be required to report on an interim basis substantially similar disclosure as reported in Note 7, Fair Value of Financial Instruments of the Notes to Financial Statements in the 2008 Form 10-K.

SFAS 157-4

In April 2009, the FASB issued FSP 157-4, which provides additional guidance on measuring the fair value of financial instruments when markets become inactive and quoted prices may reflect distressed transactions.  The provisions of FSP 157-4 are effective for NVE and the Utilities as of June 30, 2009.  NVE and the Utilities are currently evaluating the impact of the adoption of FSP 157-4, but do not expect the adoption to have a material impact on their financial statements.

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NOTE 2.                      SEGMENT INFORMATION

The Utilities operate three regulated business segments (as defined by SFAS 131) which are NPC electric, SPPC electric and SPPC natural gas service.  Electric service is provided to Las Vegas and surrounding Clark County by NPC, and northern Nevada and the Lake Tahoe area of California by SPPC.  Natural gas services are provided by SPPC in the Reno-Sparks area of Nevada.  Other segment information includes segments below the quantitative thresholds for separate disclosure.

Operational information of the different business segments is set forth below based on the nature of products and services offered.  NVE evaluates performance based on several factors, of which the primary financial measure is business segment gross margin.  Gross margin, which the Utilities calculate as operating revenues less fuel, purchased power, and deferred energy costs, provides a measure of income available to support the other operating expenses of the Utilities.  Operating expenses are provided by segment in order to reconcile to operating income as reported in the consolidated financial statements (dollars in thousands).

Three months ended	NPC			SPPC		SPPC			SPPC		NVE			NVE
March 31, 2009	Electric			Electric		Gas			Total		Other			Consolidated
Operating Revenues	$	436,529		$	237,738	$	80,993		$	318,731	$	7		$	755,267
Energy Costs:
Fuel for power generation		154,062			76,042		-			76,042		-			230,104
Purchased power		88,206			37,181		-			37,181		-			125,387
Gas purchased for resale		-			-		70,272			70,272		-			70,272
Deferred energy costs - net		38,190			11,796		(4,351	)		7,445		-			45,635
	$	280,458		$	125,019	$	65,921		$	190,940	$	-		$	471,398
Gross Margin	$	156,071		$	112,719	$	15,072		$	127,791	$	7		$	283,869
Other		70,193								44,015		469			114,677
Maintenance		27,534								6,866		-			34,400
Depreciation and amortization		52,363								25,685		-			78,048
Taxes:
Income taxes (benefit)		(18,547	)							9,078		(4,187	)		(13,656	)
Other than income		9,063								5,524		60			14,647
Operating Income	$	15,465							$	36,623	$	3,665		$	55,753

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Three months ended	NPC		SPPC		SPPC		SPPC		NVE			NVE
March 31, 2008	Electric		Electric		Gas		Total		Other			Consolidated
Operating Revenues	$	469,172	$	250,278	$	85,594	$	335,872	$	7		$	805,051
Energy Costs:
Fuel for power generation		164,021		57,587		-		57,587		-			221,608
Purchased power		93,750		90,106		-		90,106		-			183,856
Gas purchased for resale		-		-		66,896		66,896		-			66,896
Deferred energy costs - net		45,775		8,507		2,203		10,710		-			56,485
	$	303,546	$	156,200	$	69,099	$	225,299	$	-		$	528,845
Gross Margin	$	165,626	$	94,078	$	16,495	$	110,573	$	7		$	276,206
Other		57,095						33,505		1,075			91,675
Maintenance		16,650						6,472		-			23,122
Depreciation and amortization		40,630						21,440		-			62,070
Taxes:
Income taxes (benefit)		2,132						9,659		(3,172	)		8,619
Other than income		8,322						5,528		57			13,907
Operating Income	$	40,797					$	33,969	$	2,047		$	76,813

NOTE 3.                      REGULATORY ACTIONS

NPC and SPPC follow deferred energy accounting.  See Note 3, Regulatory Actions of Notes to Financial Statements in NPC’s and SPPC’s 2008 Form 10-K, for additional information regarding deferred energy accounting by the Utilities.

The following deferred energy costs were included in the consolidated balance sheets as of the dates shown (dollars in thousands):

	March 31, 2009
Description	NPC Electric			SPPC Electric			SPPC Gas			NVE Total
Nevada Deferred Energy
Cumulative Balance requested in 2009 DEAA	$	77,473	(1)	$	(19,813	)	$	(8,733	)	$	48,927
2009 Amortization		8			282			-			290
2009 Deferred Energy Costs (2)		(29,290	)		(14,922	)		4,220			(39,992	)
Nevada Deferred Energy Balance at March 31, 2009 - Subtotal	$	48,191		$	(34,453	)	$	(4,513	)	$	9,225
Cumulative CPUC balance		-			2,435			-			2,435
Western Energy Crisis Rate Case(effective 6/07, 3 years)		36,972			-			-			36,972
Reinstatement of deferred energy (effective 6/07, 10 years)		160,371			-			-			160,371
Total	$	245,534		$	(32,018	)	$	(4,513	)	$	209,003
Current Assets
Deferred energy costs – electric		91,286			-			-			91,286
Deferred Assets
Deferred energy costs - electric		154,248			-			-			154,248
Other Current Liabilities		-			(32,018	)		(4,513	)		(36,531	)
Total	$	245,534		$	(32,018	)	$	(4,513	)	$	209,003

(1)	Reflects ordered adjustments.
(2)	These costs to be requested in 2010 DEAA filings in February 2010.

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Pending Regulatory Actions

Nevada Power Company and Sierra Pacific Power Company

    Ely Energy Center

On February 9, 2009, NVE and the Utilities announced their intention to postpone plans to construct the EEC due to increasing environmental and economic uncertainties until such time as carbon sequestration becomes commercially viable, which is not expected for at least a decade.  NVE and the Utilities still plan to proceed with the construction of the ON Line, which will link NPC’s and SPPC’s transmission systems in the southern and northern portions of the state, allowing for the transfer of energy, including energy from renewable resources, between the Utilities.  The PUCN had previously approved the Utilities spending on the EEC up to $130 million, of which the Utilities have spent and recorded as an other deferred asset approximately $72.6 million, including amounts related to the ON Line as of March 31, 2009.  As such, management expects full recovery of the amounts expended through March 31, 2009.   

Nevada Power Company

NPC 2009 Deferred Energy Rate Case

In February 2009, NPC filed an application to create a new DEAA rate.  In this application, NPC requests to increase rates by $72.1 million, an increase of 3.18%, while recovering $77.5 million of deferred fuel and purchased power costs.  The new DEAA rate, if approved, will be effective October 1, 2009.

NPC General Rate Case

In December 2008, NPC filed its statutorily required GRC.  In this GRC, NPC is requesting the following:

· Increase in general rates by $323.9 million, approximately a 14.95% increase;

· ROE and ROR of 11.0% and 8.88%, respectively;

· Authorization to recover the costs of major plant additions including the purchase of the Higgins Generating Station, construction of Clark Peaking Units, an upgrade to the emission control systems on existing units at the Clark Generating Station,  installation of environmental equipment upgrades at the Reid Gardner Generating Station and new transmission and distribution projects;

· CWIP in rate base for the construction of a 500 MW (nominally rated) combined cycle unit at the existing Harry Allen site;

· Implementation of a low-income rate discount for customers;

· Delay the rate effective date from July 1, 2009 to September 1, 2009.  The delay in the rate effective date is contingent on PUCN approval to track and defer the revenues that NPC would otherwise collect during this sixty day period in a regulatory asset account and permit that NPC be allowed to record a carrying charge on these amounts.  NPC would seek authority to amortize this regulatory asset in its next GRC filing, currently scheduled for December 2011.

In February 2009, NPC submitted its certification filing which lowered the increase in general rates to $310.9 million, an approximate 13.64% increase, and lowered the requested ROR to 8.75%.  Hearings are scheduled in mid-April through early May and, if approved, the new rates would be effective July 1, 2009; however, the collection period would not begin until September 1, 2009.

Sierra Pacific Power Company

   SPPC Nevada Gas DEAA

 In February 2009, SPPC filed an application to create a new DEAA rate.  In this application, SPPC requests to decrease rates by $8.7 million, a decrease of 4.71%, while refunding $8.7 million of deferred gas costs.  The new DEAA rate, if approved, will be effective October 1, 2009.

    SPPC Nevada Electric DEAA

In February 2009, SPPC filed an application to create a new DEAA rate.  In this application, SPPC requests to decrease rates by $25.9 million, a decrease of 2.69%, while refunding $19.8 million of deferred fuel and purchased power costs.  The new DEAA rate will be effective October 1, 2009.

SPPC California General Rate Case

In July 2008, SPPC filed a GRC and subsequently an amendment in December 2008 to the original filing.  SPPC requested the following:

· Increase in general rates of $8.9 million, approximately an 11% increase;

· ROE and ROR of 11.4% and 8.81%, respectively;

· Authorization to recover the costs of major plant additions, which include the Tracy Generating Station, distribution plant additions and an increase to the California Energy Efficiency Program;

· A two-part mechanism to recover changes in non-energy cost adjustment clause costs incurred during the two years between rate cases.

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Hearings are scheduled for June 2009 and, if approved, the new rates would be effective at the earliest on December 1, 2009.

NOTE 4.                      LONG-TERM DEBT

As of March 31, 2009, NPC’s, SPPC’s and NVE’s aggregate annual amount of maturities for long-term debt (including obligations related to capital leases) for the next five years and thereafter are shown below (dollars in thousands):

	NPC			SPPC		NVE Holding Co. and Other Subs.		NVE Consolidated
2009	$	3,536		$	-	$	-	$	3,536
2010		8,004			199,930		-		207,934
2011		369,924			-		-		369,924
2012		136,449			100,000		63,670		300,119
2013		7,146			250,000		-		257,146
		525,059			549,930		63,670		1,138,659
Thereafter		3,093,360			843,500		421,539		4,358,399
		3,618,419			1,393,430		485,209		5,497,058
Unamortized Premium(Discount) Amount		(12,694	)		9,534		630		(2,530	)
Total	$	3,605,725		$	1,402,964	$	485,839	$	5,494,528

Substantially all utility plant is subject to the liens of NPC’s and SPPC’s indentures under which their respective General and Refunding Mortgage bonds are issued.

Nevada Power Company

Revolving Credit Facilities

On March 2, 2009, NPC amended its $600 million Second Amended and Restated Revolving Credit Agreement, which matures in November 2010, to remove a bankrupt lending bank from the facility.  This amendment reduced the capacity of the facility to approximately $589 million.

On January 5, 2009, NPC entered into a new $90 million supplemental revolving credit facility.  The facility has a term of 364 days, and is secured by General and Refunding Mortgage bonds.  This credit facility matures in January 2010, and is in addition to NPC’s existing approximate $589 million revolving credit facility.

General and Refunding Mortgage Notes, Series V

On March 2, 2009, NPC issued and sold $500 million of its 7.125% General and Refunding Mortgage Notes, Series V due 2019.  The net proceeds of the issuance were used to repay approximately $404 million of amounts outstanding under NPC’s approximate $589 million revolving credit facility, and for general corporate purposes.

General and Refunding Mortgage Notes, Series U

On January 12, 2009, NPC issued and sold $125 million of its 7.375% General and Refunding Mortgage Notes, Series U due 2014.  The net proceeds of the issuance were used to repay approximately $124 million of amounts outstanding under NPC’s revolving credit facility.

Sierra Pacific Power Company

Revolving Credit Facility

On March 2, 2009, SPPC amended its $350 million Amended and Restated Revolving Credit Agreement, which matures in November 2010, to remove a bankrupt lending bank from the facility.  This amendment reduced the capacity of the facility to approximately $332 million.

Conversions

   Conversion of Washoe County Water Facilities Refunding Revenue Bonds

On January 14, 2009, SPPC converted the $40 million principal amount, Washoe County, Nevada Water Facilities Refunding Revenue Bonds Series 2007A bonds, due 2036 (the “Water Bonds”) from auction rate securities to variable rate demand notes.  The purpose of the conversion was to reduce interest costs and volatility associated with these bonds.  SPPC purchased 100% of the Water Bonds on that date, with the use of its revolving credit facility and available cash, and will remain the sole holder of the Water Bonds until such time as SPPC determines to reoffer the Water Bonds to investors.  These Water Bonds remain outstanding and have not been retired or cancelled.  However, as SPPC is the sole holder of the Water Bonds, for financial reporting purposes the investment in the Water Bonds and the indebtedness is offset for presentation purposes.   

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NOTE 5.                       DERIVATIVES AND HEDGING ACTIVITIES

NVE, SPPC and NPC apply SFAS 133, as amended by SFAS 138, SFAS 149, SFAS 155, SFAS 157 and SFAS 161.  As amended, SFAS 133 establishes accounting and reporting standards for derivatives instruments, including certain derivative instruments embedded in other contracts and for hedging activities.  It requires that an entity recognize all derivatives as either assets or liabilities in the statement of financial position, measure those instruments at fair value, and recognize changes in the fair value of the derivative instruments in earnings in the period of change, unless the derivative meets certain defined conditions and qualifies as an effective hedge.  SFAS 133 also provides a scope exception for contracts that meet the normal purchase and sales criteria specified in the standard.  The normal purchases and normal sales exception requires, among other things, physical delivery in quantities expected to be used or sold over a reasonable period in the normal course of business.  Contracts that are designated as normal purchase and normal sales are accounted for under deferred energy accounting and not recorded on the Consolidated Balance Sheets at fair value.

Adoption of SFAS 161

Effective January 1, 2009, NVE and the Utilities’ adopted SFAS 161, which is intended to enhance the current disclosure framework in SFAS 133.  The Statement requires the objectives for using derivative instruments be disclosed in terms of underlying risk and accounting.  This Statement requires NVE and the Utilities to distinguish between instruments used for risk management and instruments used for other purposes.  SFAS 161 requires disclosing the fair values of derivative instruments and their gains and losses for the period, providing more information about credit-risk related contingent features and describing the volume of their derivative activity.

Commodity Risk

The energy supply function encompasses the reliable and efficient operation of the Utilities’ generation, the procurement of all fuels and power and resource optimization (i.e., physical and economic dispatch) and is exposed to risks relating to, but not limited to, changes in commodity prices.  NVE and the Utilities’ objective in using derivative instruments is to reduce exposure to energy price risk.  Energy price risks result from activities that include the generation, procurement and sale of power and the procurement and sale of natural gas.  Derivative instruments used to manage energy price risk from time to time may include: forward contracts, which involve physical delivery of an energy commodity; over-the-counter options with financial institutions and other energy companies, which mitigate price risk by providing the right, but not the requirement, to buy or sell energy related commodities at a fixed price; and swaps, which require the Utilities’ to receive or make payments based on the difference between a specified price and the actual price of the underlying commodity. These contracts assist the Utilities’ to reduce the risks associated with volatile electricity and natural gas markets.

Credit Risk Contingent Features

The Utilities enter into certain hedging contracts with various counterparties to manage the gas price risk inherent in purchased power and fuel contracts.  The contracts require that the Utilities maintain their Moody’s, Fitch, and S&P Senior Unsecured or equivalent ratings in place at the time the contracts were entered into.  In the event that the Utilities’ Senior Unsecured debt rating is downgraded by two out of the three rating agencies, the counterparties have the right to require the Utilities to post cash or a letter of credit to the extent the counterparties have mark-to-market exposure to the Utilities, subject to certain caps.  As of March 31, 2009, the maximum amount of collateral NPC and SPPC would be required to post under these agreements is approximately $216.5 million and $98.0 million, respectively, based on mark-to-market liability values, which are substantially based on quoted market prices.  Of this amount, approximately $117.7 million and $54.6 million, respectively, would be required if NPC and SPPC are downgraded one level and additional amounts of approximately $98.9 million and $43.4 million would be required respectively if NPC and SPPC are downgraded two levels.

Determination of Fair Value

 As required by SFAS 157, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.  Risk management assets and liabilities in the recurring fair value measures table below include over-the-counter forwards, swaps and options.  Total risk management assets below do not include option premiums which are not considered a derivative asset.  Option premiums upon settlement are recorded in fuel and purchased power expense and are subsequently requested for recovery through the deferred energy mechanism.  Option premium amounts included in risk management assets at March 31, 2009 for NVE, NPC and SPPC were as follows (dollars in millions):

	Option Premiums
	March 31, 2009						December 31, 2008
	NVE		NPC		SPPC		NVE		NPC		SPPC
Current	$	13.5	$	10.2	$	3.3	$	13.3	$	9.7	$	3.6
Non-Current		5.0		4.1		0.9		5.6		4.2		1.4
Total	$	18.5	$	14.3	$	4.2	$	18.9	$	13.9	$	5.0

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Forwards and swaps are valued using a market approach that uses quoted forward commodity prices for similar assets and liabilities, which incorporates a mid-market pricing convention (the mid-point price between bid and ask prices) as a practical expedient for valuing its assets and liabilities measured and reported at fair value.  Options are valued based on an income approach that uses an option pricing model that includes various inputs; such as forward commodity prices, interest rate yield curves and option volatility rates.  The determination of the fair value for derivative instruments not only include counterparty risk, but also the impact of NVE and the Utilities nonperformance risk on their liabilities.  Nonperformance risk is based on the credit quality of NVE and the Utilities and had an immaterial impact to the fair value of their derivative instruments.

 The following table shows the fair value of the open derivative positions recorded on the Consolidated Balance Sheets of NVE, NPC and SPPC and the related regulatory assets and/or liabilities that did not meet the normal purchase and normal sales exception criteria in SFAS 133.  Due to deferred energy accounting treatment under which the Utilities’ operate, regulatory assets and liabilities are established to the extent that electricity and natural gas derivative gains and losses are recoverable or payable through future rates, once realized.  This accounting treatment is intended to defer the recognition of mark-to-market gains and losses on energy commodity transactions until the period of settlement and to not recognize gains and losses on the Consolidated Statements of Income (dollars in millions):

Commodity Contracts	March 31, 2009 Fair Value Level 2 (as defined by SFAS 157) (dollars in millions)									December 31, 2008 Fair Value Level 2 (as defined by SFAS 157) (dollars in millions)
	NVE			NPC			SPPC			NVE			NPC			SPPC
Risk management assets- current	$	-		$	-		$	-		$	2.8		$	2.0		$	.8
Risk management assets- noncurrent		1.7			1.2			.5			4.4			3.2			1.2
Total risk management assets		1.7			1.2			.5			7.2			5.2			2.0
Risk management liabilities- current		412.5			300.8			111.7			313.8			222.9			90.9
Risk management liabilities- noncurrent		30.9			23.2			7.7			53.4			35.2			18.2
Total risk management liabilities		443.4			324.0			119.4			367.2			258.1			109.1
Risk management regulatory assets/liabilities – net (1)	$	(441.7	)	$	(322.8	)	$	(118.9	)	$	(360.0	)	$	(252.9	)	$	(107.1	)

(1)   When amount is negative it represents a Risk Management Regulatory Asset, when positive it represents a Risk Management Regulatory Liability.NVE and the Utilities would have incurred a loss for the period ending March 31, 2009 of  $ (81.7) million, $(69.9) million, and $(11.8) million, respectively; however, in accordance with SFAS 71, NVE and the Utilities deferred these losses, which are included in the Risk management regulatory assets/liabilities amount above.

As a result of the nature of operations and the use of mark-to-market accounting for certain derivatives that do not meet the normal purchase and normal sales exception criteria, mark-to-market fair values will fluctuate.  The Utilities’ cannot predict these fluctuations, but the primary factors that cause changes in the fair values are the number and size of the Utilities’ open derivative positions with their counterparties and the changes in forward commodity prices.  The increase in risk management liabilities as of March 31, 2009, as compared to December 31, 2008, is mainly due to unfavorable open derivative positions on natural gas options held by the Utilities’ to hedge energy price risk for their customers resulting from lower commodity prices for natural gas at March 31, 2009 relative to contract prices.

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The following table shows the commodity volume of our commodity contracts:

	March 31, 2009 Commodity Volume (MMBTU)  (Amounts in millions)						December 31, 2008 Commodity Volume (MMBTU)  (Amounts in millions)
	NVE		NPC		SPPC		NVE		NPC		SPPC
Commodity volume assets- current		0.2		0.2		-		1.2		1.0		0 .2
Commodity volume assets- noncurrent		5.4		3.7		1.7		1.1		1.0		0 .1
Total commodity volume of assets		5.6		3.9		1.7		2.3		2.0		0.3
Commodity volume liabilities- current		122.6		89.7		32.9		119.9		86.7		33.2
Commodity volume liabilities- noncurrent		36.7		28.9		7.8		40.6		28.6		12.0
Total commodity volume of liabilities		159.3		118.6		40.7		160.5		115.3		45.2

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NOTE 6.                       COMMITMENTS AND CONTINGENCIES

Environmental Contingencies

Nevada Power Company

NEICO

NEICO, a wholly-owned subsidiary of NPC, owns property in Wellington, Utah, which was the site of a coal washing and load-out facility.  The site has a reclamation estimate supported by a bond of approximately $5 million with the Utah Division of Oil and Gas Mining, which management believes is sufficient to cover reclamation costs.  Management is continuing to evaluate various options including reclamation and sale.

Environmental Matters

NVE and the Utilities are subject to federal, state and local regulations regarding air and water quality, hazardous and solid waste disposal and other environmental matters.  As disclosed in Note 13, Commitments and Contingencies of the Notes to Financial Statements, Environmental, in the 2008 Form 10-K, NPC was subject to various environmental proceedings which were settled as of December 31, 2008.  NPC continues to comply with these environmental commitments.  As of March 31, 2009, environmental expenditures did not change materially from those disclosed in the 2008 Form 10-K.

Litigation Contingencies

Nevada Power Company

Peabody Western Coal Company

NPC owns an 11% interest in the Navajo Generating Station which is located in Northern Arizona and is operated by Salt River.  Other participants in the Navajo Generating Station are Arizona Public Service Company, Los Angeles Department of Water and Power and Tucson Electric Power Company (together with Salt River and NPC, the “Navajo Joint Owners”).  NPC also owns a 14% interest in the Mohave Generating Station which is located in Laughlin, Nevada and was operated by Southern California Edison prior to the time it became non-operational on December 31, 2005.

Royalty Claim

On October 15, 2004, the Navajo Generating Station’s coal supplier, Peabody Western Coal Co. (Peabody WC), filed a complaint against the Navajo Joint Owners in Missouri State Court in St. Louis, alleging, among other things, a declaration that the Navajo Joint Owners are obligated to reimburse Peabody WC for any royalty, tax or other obligations arising out of a lawsuit that the Navajo Nation filed against Salt River, several Peabody Coal Company entities (including Peabody WC and collectively referred to as “Peabody”) and Southern California Edison in June 1999 in the U.S. District Court for the District of Columbia (DC Lawsuit).

The operating agent for the Navajo Generating Station, Salt River, defended the suit on behalf of the Navajo Joint Owners.  NPC believes Peabody WC’s claims are without merit.  In July 2008, the Court dismissed all counts against NPC, two without prejudice to their possible refiling at a later date.  NPC is unable to predict whether any liability may arise from any of these matters, including from the ultimate outcome of the DC Lawsuit.

NPC is not a party to the DC Lawsuit although, as noted above, it is a participant in both the Navajo Generating Station and the Mohave Generating Station.  The DC Lawsuit consists of various claims relating to the renegotiations of coal royalty and lease agreements and alleges, among other things, that the defendants obtained a favorable coal royalty rate for the lease agreements under which Peabody mines coal for both the Navajo Generating Station and the Mohave Generating Station by improperly influencing the outcome of a federal administrative process pursuant to which the royalty rate was to be adjusted.  The DC Lawsuit seeks $600 million in damages, treble damages, and punitive damages of not less than $1 billion, and the ejection of defendants from all possessory interests and Navajo tribal lands arising out of the primary coal lease.  In July 2001, the U.S. District Court dismissed all claims against Salt River.  The action was stayed since October 5, 2004 until March, 2008 when the U.S. District Court referred pending discovery related motions to a Magistrate judge.  Those discovery motions have now been resolved and factual discovery is taking place.  The parties have committed to providing proposed recommendations for future proceedings to the Court by May 27, 2009.

Sierra Pacific Power Company

Farad Dam

SPPC sold four hydro generating units, (10.3 MW total capacity), located in Nevada and California, for $8 million to TMWA in June 2001.  The Farad Hydro (2.8 MW), has been out of service since the summer of 1996 due to a collapsed flume.  The current estimate to rebuild the diversion dam, if management decides to proceed, is approximately $20 million.  Under the terms of the contract with TMWA, SPPC is not entitled to receive the proceeds of sale relating to Farad unless and until it has reconstructed the Farad facility in a manner reasonably acceptable to TMWA or SPPC assigns its casualty loss claim to TMWA and TMWA is reasonably satisfied regarding its rights with respect to such claim.

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SPPC filed a claim with the insurers Hartford Steam Boiler Inspection and Insurance Co. and Zurich-American Insurance Company (collectively, the “Insurers”) for the Farad flume and Farad Dam.  In December 2003, SPPC sued the Insurers in the U.S. District Court for the District of Nevada on a coverage dispute relating to potential rebuild costs for Farad Dam.  The case went to trial before the Court in April 2008.  On September 30, 2008, the Court ruled that SPPC was not time barred from reconstructing Farad Dam, and has coverage for the full rebuild costs, subject to coverage sub-limits set forth in the insurance policies.  The Court further ruled that SPPC is entitled to recover $4 million for costs incurred to date on Farad Dam and that SPPC shall have three years to rebuild the dam from the date of the Court’s decision.  In the event Farad Dam is not rebuilt, the Court determined SPPC would be entitled to actual cash value of approximately $1.3 million.  SPPC has requested the court to reconsider the cash value to reflect rebuild costs and the Insurers opposed.  Parties are awaiting a decision from the Court.  The Insurers time to file an appeal on the Court’s decision has been suspended pending the Court’s determination on the cash value reconsideration.

Other Legal Matters

NVE and its subsidiaries, through the course of their normal business operations, are currently involved in a number of other legal matters, none of which, in the opinion of management, is expected to have a significant impact on their financial positions, results of operations or cash flows.

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NOTE 7.                      EARNINGS PER SHARE (NVE)

  The difference, if any, between basic EPS and diluted EPS is due to potentially dilutive common shares resulting from stock options, the employee stock purchase plan, performance and restricted stock plans and the non-employee director stock plan.  Due to the net loss for the three months ended March 31, 2009, these items are anti-dilutive and diluted EPS for the period is computed using the weighted average number of shares outstanding before dilution.

Emerging Issues Task Force, Participating Securities and the Two-Class Method under SFAS 128, (EITF 03-6) requires companies to use the “two-class” method to calculate basic EPS, and the “if-converted” method to calculate diluted EPS if the result was dilutive.

The following table outlines the calculation for EPS:

	Three months ended March 31,
	2009			2008
Basic EPS
Numerator ($000)
Net income (loss)	$	(22,244	)	$	24,058
Denominator
Weighted average number of common shares outstanding		234,331,044			233,836,234
Per Share Amounts
Net income (loss) per share – basic	$	(0.09	)	$	0.10
Diluted EPS
Numerator ($000)
Net income (loss)	$	(22,244	)	$	24,058
Denominator(1)
Weighted average number of shares outstanding before dilution		234,331,044			233,836,234
Stock options		-			60,750
Non-Employee Director stock plan		-			56,313
Restricted Shares		-			1,311
Performance Shares		-			367,364
		234,331,044			234,321,972
Per Share Amounts
Net income (loss) per share – diluted	$	(0.09	)	$	0.10
(1) The denominator does not include stock equivalents resulting from the options issued under the nonqualified stock option plan due to conversion prices being higher than market prices for all periods. Under this plan, 1,072,678 and 909,795 shares for the periods ending March 31, 2009 and 2008, respectively, would be included if the conditions for conversions were met.

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NOTE 8.                      RETIREMENT PLAN AND POST-RETIREMENT BENEFITS

A summary of the components of net periodic pension and other postretirement costs for the three months ended March 31 follows.  This summary is based on a December 31, 2008 measurement date for 2009 and a September 30, 2007 measurement date for 2008 (dollars in thousands):

NVE, Consolidated
	Pension Benefits						Other Postretirement Benefits
	2009			2008			2009			2008
Service cost	$	4,709		$	6,022		$	577		$	565
Interest cost		11,036			10,790			2,637			2,218
Expected return on plan assets		(9,290	)		(12,661	)		(1,508	)		(2,032	)
Amortization of prior service cost		(448	)		408			(171	)		(748	)
Amortization of net (gain)/loss		6,894			772			1,273			890
Amortization of Transition Obligation		-			-			-			-
Settlement (gain)/loss		-			-			84			-
Net periodic benefit cost	$	12,901		$	5,331		$	2,892		$	893

NPC
	Pension Benefits						Other Postretirement Benefits
	2009			2008			2009			2008
Service cost	$	2,393		$	3,550		$	310		$	295
Interest cost		5,270			5,353			607			555
Expected return on plan assets		(4,462	)		(6,067	)		(509	)		(680	)
Amortization of prior service cost		(433	)		363			289			179
Amortization of net (gain)/loss		3,298			375			287			218
Amortization of Transition Obligation		-			-			-			-
Settlement (gain)/loss		-			-			19			-
Net periodic benefit cost	$	6,066		$	3,574		$	1,003		$	567

SPPC
	Pension Benefits						Other Postretirement Benefits
	2009			2008			2009			2008
Service cost	$	2,061		$	2,178		$	251		$	253
Interest cost		5,471			5,086			2,014			1,626
Expected return on plan assets		(4,580	)		(6,265	)		(977	)		(1,317	)
Amortization of prior service cost		(26	)		52			(465	)		(931	)
Amortization of net (gain)/loss		3,425			336			978			657
Amortization of Transition Obligation		-			-			-			-
Settlement (gain)/loss		-			-			65			-
Net periodic benefit cost	$	6,351		$	1,387		$	1,866		$	288

In 2008, in accordance with SFAS 158, NVE, NPC and SPPC recorded additional pension costs, relating to the elimination of the early measurement date, to retained earnings of $5.3 million, $3.6 million and $1.4 million, respectively, before taxes.  Additionally, in 2008 in accordance with SFAS 158, NVE, NPC and SPPC recorded additional post retirement benefit costs relating to the elimination of the early measurement date to retained earnings of $1.0 million, $0.6 million and $0.4 million, respectively, before taxes.  These amounts represent the expense attributable to the three month period from September 30, 2007 to December 31, 2007.  NVE has changed the measurement date for its benefit plans from September to December 31, which coincides with NVE’s fiscal year end.

In the first quarter ended March 31, 2009, NVE made a contribution to the pension plan in the amount of $20 million, with $13.5 million allocated to the 2008 plan year and the remainder to the 2009 plan year.  At the present time, it is anticipated that there will be further contributions made to both the pension and other postretirement benefits plans in 2009, however the amounts will not be known until asset values and market conditions can be evaluated at the time of the contribution.

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NOTE 9.                      DIVIDENDS

On February 5, 2009, NVE’s BOD declared a quarterly cash dividend of $0.10 per share which was paid in March 2009 to common shareholders of record on March 3, 2009.  On April 30, 2008, NVE’s Board of Directors declared a quarterly cash dividend of $0.10 per share to common shareholders of record on June 2, 2009, payable on June 17, 2009.

NOTE 10.                    SUBSEQUENT EVENTS

Sierra Pacific Power Company – California Asset Sale

In April 2009, SPPC entered into an agreement to sell its California electric distribution and generation assets to California Pacific Electric Company (the California Asset Sale).  Based on the terms of the purchase agreement, SPPC will receive proceeds that include a premium on current net rate base assets as of the closing date, plus a working capital adjustment.  Net rate base assets include utility plant in service, net and deferred credits and other liabilities.  Such proceeds are expected to be above the current book value of the related net assets.  The sale is expected to close in 2010, and is subject to obtaining necessary federal and state regulatory approvals.  In accordance with SFAS No. 144, the related assets qualify as a sale of assets and will be reported separately as “Assets Held for Sale” in the balance sheet at June 30, 2009.

Below are the major classes of assets and liabilities related to the California Asset Sale (dollars in millions):

Assets	March 31, 2009		December 31, 2008
Utility Plant in Service	$	185.1	$	183.2
Less:  Accumulated depreciation	$	66.7	$	65.0
Utility Plant in Service, net	$	118.5	$	118.2
Construction work-in-progress	$	6.3	$	5.5
Other current assets	$	7.1	$	6.8
Deferred Charges	$	3.5	$	3.0
Assets	$	135.4	$	133.5
Liabilities
Deferred Credits and Other Liabilities	$	14.9	$	15.1
Liabilities	$	14.9	$	15.1

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ITEM 2.                  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

Forward-Looking Statements and Risk Factors

The information in this Form 10-Q includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  These forward-looking statements relate to anticipated financial performance, management’s plans and objectives for future operations, business prospects, outcome of regulatory proceedings, market conditions and other matters.

Words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan” and “objective” and other similar expressions identify those statements that are forward-looking.  These statements are based on management’s beliefs and assumptions and on information currently available to management.  Actual results could differ materially from those contemplated by the forward-looking statements.  In addition to any assumptions and other factors referred to specifically in connection with such statements, factors that could cause the actual results of NVE, NPC or SPPC; (NPC and SPPC are collectively referred to as the Utilities) to differ materially from those contemplated in any forward-looking statement include, among others, the following:

(1)   economic conditions both nationwide and regionally, including availability and cost of credit, inflation rates, monetary policy, unemployment rates, customer bankruptcies, weaker housing markets, a decrease in tourism, particularly in southern Nevada, and cancelled or deferred hotel construction projects, which could affect customer collections, customer demand and usage patterns;

(2)   changes in the rate of industrial, commercial and residential growth in the service territories of the Utilities, including the effect of weaker housing markets and increased unemployment, which could affect the Utilities’ ability to accurately forecast electric and gas demand;

(3)   unfavorable or untimely rulings in rate or other cases filed or to be filed by the Utilities with the PUCN, including the periodic applications to recover costs for fuel and purchased power that have been recorded by the Utilities in their deferred energy accounts, and deferred natural gas costs recorded by SPPC for its gas distribution business;

(4)   the ability and terms upon which NVE, NPC and SPPC will be able to access the capital markets to support their requirements for working capital, including amounts necessary for construction and acquisition costs and other capital expenditures, as well as to finance deferred energy costs, particularly in the event of: continued volatility in the global credit markets, unfavorable rulings by the PUCN, untimely regulatory approval for utility financings, and/or a downgrade of the current debt ratings of NVE, NPC or SPPC;

(5)   financial market conditions, including the effect of recent volatility in financial and credit markets, changes in availability and cost of capital either due to market conditions or as a result of the Utilities’ credit ratings, or interest rate fluctuations;

(6)   unseasonable weather, drought, threat of wildfire and other natural phenomena, which could affect the Utilities’ customers’ demand for power, could seriously impact the Utilities’ ability to procure adequate supplies of fuel or purchased power and the cost of procuring such supplies, and could affect the amount of water available for electric generating plants in the Southwestern U.S., and could have other adverse effects on our business;

(7)   whether the Utilities will be able to continue to obtain fuel and power from their suppliers on favorable payment terms and favorable prices, particularly in the event of unanticipated power demands (for example, due to unseasonably hot weather), physical availability, sharp increases in the prices for fuel (including increases in long term transportation costs)  and/or power or a ratings downgrade;

(8)   further increases in the unfunded liability or changes in actuarial assumptions, the interest rate environment and the actual return on plan assets for our pension plan, which can affect future funding obligations, costs and pension plan liabilities;

(9)   whether the Utilities can procure sufficient renewable energy sources in each compliance year to satisfy the Nevada Portfolio Standard;

(10)   construction risks, such as delays in permitting, changes in environmental laws, difficulty in securing adequate skilled labor, cost and availability of materials and equipment (including escalating costs for materials, labor and environmental compliance due to timing delays and other economic factors which may affect vendor access to capital), equipment failure, work accidents, fire or explosions, business interruptions, possible cost overruns, delay of in-service dates, and pollution and environmental damage;

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(11)   changes in environmental laws or regulations, including the imposition of limits on emissions of carbon dioxide from electric generating facilities, which could significantly affect our existing operations as well as our construction program;

(12)   wholesale market conditions, including availability of power on the spot market and the availability to enter into gas financial hedges with creditworthy counterparties, which affect the prices the Utilities have to pay for power as well as the prices at which the Utilities can sell any excess power;

(13)   whether the Utilities will be able to continue to pay NVE dividends under the terms of their respective financing and credit agreements and limitations imposed by the Federal Power Act;

(14)   the discretion of NVE's Board of Directors regarding NVE's future common stock dividends based on the Board of Directors periodic consideration of factors ordinarily affecting dividend policy, such as current and prospective financial condition, earnings and liquidity, prospective business conditions, regulatory factors, and restrictions in NVE's and the Utilities' agreements;

(15)   the effect that any future terrorist attacks, wars, threats of war or epidemics may have on the tourism and gaming industries in Nevada, particularly in Las Vegas, as well as on the national economy in general;

(16)   changes in tax or accounting matters or other laws and regulations to which NVE or the Utilities are subject;

(17)   the effect of existing or future Nevada, California or federal legislation or regulations affecting electric industry restructuring, including laws or regulations which could allow additional customers to choose new electricity suppliers or change the conditions under which they may do so;

(18)   changes in the business or power demands of the Utilities’ major customers, including those engaged in gold mining or gaming, which may result in changes in the demand for services of the Utilities, including the effect on the Nevada gaming industry of the opening of additional gaming establishments in California, other states and internationally;

(19)   employee workforce factors, including changes in and renewals of collective bargaining unit agreements, strikes or work stoppages, and potential difficulty in recruiting new talent to mitigate losses in critical knowledge and skill areas due to an aging workforce; and

(20)   unusual or unanticipated changes in normal business operations, including unusual maintenance or repairs.

Other factors and assumptions not identified above may also have been involved in deriving these forward-looking statements, and the failure of those other assumptions to be realized, as well as other factors, may also cause actual results to differ materially from those projected.  NVE, NPC and SPPC assume no obligation to update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking statements.

NOTE REGARDING RELIANCE ON STATEMENTS IN OUR CONTRACTS

In reviewing the agreements filed as exhibits to this Quarterly Report on Form 10-Q, please remember that they are filed to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about NVE, the Utilities or the other parties to the agreements.  The agreements contain representations and warranties by each of the parties to the applicable agreement.  These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:

·   should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties to the agreement if those statements prove to be inaccurate;

·   have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;

·   may apply standards of materiality in a way that is different from what may be viewed as material to investors; and

·   were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time.

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EXECUTIVE OVERVIEW

Management’s Discussion and Analysis of Financial Condition and Results of Operations explains the general financial condition and the results of operations of NVE and its two primary subsidiaries, NPC and SPPC, collectively referred to as the “Utilities” (references to “we,” “us” and “our” refer to NVE and the Utilities collectively), and includes the following:

●	For each of NVE, NPC and SPPC:
	§	Results of Operations
	§	Analysis of  Cash Flows
	§	Liquidity and Capital Resources
●	Regulatory Proceedings (Utilities)

NVE’s Utilities operate three regulated business segments which are NPC electric, SPPC electric and SPPC natural gas.  The Utilities are public utilities engaged in the generation, transmission, distribution and sale of electricity and, in the case of SPPC, sale of natural gas.  Other segment operations consist mainly of unregulated operations and the holding company operations.  The Utilities are the principal operating subsidiaries of NVE and account for substantially all of NVE’s assets and revenues.  NVE, NPC and SPPC are separate filers for SEC reporting purposes and as such this discussion has been divided to reflect the individual filers (NVE, NPC and SPPC), except for discussions that relate to all three entities or the Utilities.

NVE incurred a net loss of $22.2 million for the three months ended March 31, 2009 compared to net income of $24.1 million for the same period in 2008.  Consolidated gross margin increased for the quarter by $7.7 million primarily due to increased rates as a result of SPPC's 2007 GRC, effective July 1, 2008; however, earnings decreased primarily due to increased other operating expenses, maintenance expense and depreciation, some of which are costs related to the purchase of the Higgins Generating Station and the construction of the Clark Peaking Units, which are not currently in rates but are being requested in NPC’s current GRC, and lower revenues as a result of milder weather.  Other items which contributed to the decrease in earnings include higher interest charges and a decrease in AFUDC and other income.  Interest charges increased due to the issuances of new debt to fund significant capital expenditures, which is not currently being recovered in NPC’s cost of capital.  AFUDC decreased as a result of a decrease in construction activity and the completion of major capital projects in 2008.  Other income decreased due to income earned in 2008 for the settlement with Calpine and reinstatement of previously disallowed costs related to Pinon Pine.

The Utilities’ revenues and operating income are subject to fluctuations during the year due to impacts that seasonal weather, rate changes, and customer usage patterns have on demand for electric energy and resources.  NPC is a summer peaking utility experiencing its highest retail energy sales in response to the demand for air conditioning.  SPPC’s electric system peak typically occurs in the summer, while its gas business typically peaks in the winter.  The variations in energy usage by the Utilities’ customers due to varying weather and other energy usage patterns necessitates a continual balancing of loads and resources and purchases and sales of energy under short and long term contracts.  As a result, the prudent management and optimization of available resources has a direct effect on the operating and financial performance of the Utilities.  Additionally, the recovery of purchased power and fuel costs, and other costs, on a timely basis, and the ability to earn a fair return on investments are essential to the operating and financial performance of the Utilities.

2009 Current Matters

The economy in Nevada has been adversely affected by the recession facing the U.S. and the global economy, resulting in decelerated growth compared to prior years when Nevada was experiencing high growth.  Tourism and gaming remain southern Nevada’s leading industries, driving construction activity, the housing market and employment in the region, and together comprising one of NPC’s largest classes of customers.  Management continues to monitor hotel room additions and the hotel/motel occupancy rate in Las Vegas, which has decreased approximately 6.9% as of February 28, 2009 from a year ago.  Additionally, the unemployment rate in Nevada is currently at 10.3% compared to 5.4% in 2008.  The expected room growth rate for 2009 is 9.1%, concentrated primarily in Project City Center, which is developed and jointly owned by MGM Mirage, and 2.7% for 2010.  Gaming properties in southern Nevada are experiencing financial difficulties, including meeting debt payments, bankruptcies and delays or termination of construction projects which may further decrease the projected growth in rooms or offset any increases.  Other economic conditions affecting Nevada include the national decrease in real estate market activity which makes it more difficult for individuals and businesses to sell their properties in order to relocate to Nevada.

As the Utilities’ service territories transition from a time of high growth to a much slower growth rate, management continues to place a significant emphasis on modifying our business strategies to reflect the foregoing economic indicators and their effect on various factors including, but not limited to:

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·   customer growth;

·   load factors;

·   future capital projects and capital requirements;

·   managing operating and maintenance expenses within projected revenue growth;

·   our liquidity and ability to access capital markets;

·   collections on accounts receivable; and

·   counterparty risk.

Upon evaluation of the factors above, the Company has reduced cash requirements for capital expenditures by approximately $120 million to $145 million for 2009 for total estimated cash requirements of $800 million to $775 million for the current year.  The current recession, as well as recent volatility in the global credit and financial markets, has created an unprecedented level of uncertainty regarding future business conditions.  While management expects to maintain this process of continual reevaluation for the foreseeable future, it is not possible to predict how long the economic recession will continue or what its long-term effect will be on the economy in general or on our financial position, cash flows or results of operations in particular.

2009 and Beyond

In 2009 and beyond, management will remain focused on implementing the three part strategy of the energy supply plan which includes energy efficiency and conservation programs, purchase and development of renewable energy projects and expansion of traditional generating capacity and transmission capability to move energy throughout the state.  Additional key objectives include management of energy risk, management of environmental matters, management of regulatory filings and to further broaden access to capital.

    Energy Efficiency and Conservation Programs

A part of our strategy to reduce dependence on purchased power is to manage our resources against our load requirements with energy efficiency and conservation programs, also known as DSM programs.  NPC and SPPC have designed a portfolio of cost effective DSM programs that allow every customer to take advantage of savings from energy efficiency measures.  DSM programs are marketed across all segments of customer classes (residential, commercial, public and low income).

The Utilities are planning to invest between $45 million and $60 million in DSM programs in 2009.  The final amount will be determined by numerous factors, such as the economy, the impact of federal government stimulus legislation, performance of existing and new programs and many other factors.

   Purchase and Development of Renewable Energy Projects

The Utilities have embarked on a strategy to invest in renewable energy that, along with purchased power contracts and an increase in DSM programs, will enhance the opportunity for the Utilities to fully meet the Portfolio Standard as required by Nevada law.  The Utilities' compliance with the Portfolio Standard is dependent on the availability of renewables.  

In 2009 and 2010, the Utilities are required to obtain an amount of PECs equivalent to 12% of their total retail energy from renewables.  In April 2009, the Utilities filed their annual compliance report which reported compliance with the standard; however, the PUCN has not yet ruled on the filing.  The Utilities continue to develop and explore sources for renewable energy.  NPC’s current capital budget includes investing approximately $110 million for renewable energy projects through 2011.

   Expansion of Traditional Generating and Transmission Capacity

In 2009, NPC continues the construction of the 500 MW (nominally rated) natural gas generating station at the existing Harry Allen Generating Station, which is expected to be operational by summer 2011.  Currently, the expansion at the Harry Allen Generating Station is the only generating project under construction.  The Utilities do not anticipate any new construction or purchases of generating facilities in the near future.  In July 2009, NPC will file its triennial 2009 IRP with the PUCN, which will include the construction of the ON Line.

   Management of Energy Risk

The Utilities have implemented a prudent strategy of piecemeal procurements transacted in regular intervals and completed before the start of the peak summer season.  This provides the Utilities with ample opportunities for optimizing their portfolio on a rolling basis in anticipation of changes in system conditions, load forecasts, and regional energy market fundamentals.  The Utilities also coordinate the planned maintenance schedules of their owned generating plants and transmission facilities with expectations of start dates of new generating plants or purchased power contracts.

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   Management of Environmental Matters

Environmental laws affect existing generating facilities and current and prospective capital construction projects.  Such effects include but are not limited to increased costs, closure of existing facilities, mandated equipment upgrades, and termination of the construction of facilities.  Environmental laws already affect the energy we buy; as discussed above under Purchase and Development of Renewable Energy Projects.

A key objective for the Utilities in 2009 will be to enhance and maintain our energy infrastructure investments in ways that meet customer demand for reliable energy in an efficient and environmentally responsible manner.  The Utilities believe that a diverse and balanced portfolio of energy resources represents opportunity for reliability and cost control, yet are also mindful of our overriding environmental responsibility.  The Utilities are committed to making technology choices with a primary focus on limiting emissions and optimizing our investments so that prices remain competitive.   

Management of Regulatory Filings

As is the case with most regulated entities, the Utilities are frequently involved in various regulatory proceedings.  The Utilities are required to file for quarterly rate adjustments to provide recovery of their fuel and purchased power costs.  They are also required to file rate cases every three years to adjust general rates that include their cost of service and return on investment in order to more closely align earned returns with those allowed by regulators.  Furthermore, the Utilities are required to file a triennial IRP which is a comprehensive plan that considers customer energy requirements and proposes the resources to meet that requirement.  Resource additions approved by the PUCN in the resource planning process are deemed prudent for ratemaking purposes.  Between IRP filings, the Utilities may seek PUCN approval for modifications to their resource plans and for power purchases.  The Utilities incur costs for such items as deferred fuel and purchased power costs, operations and maintenance and capital projects; however, as costs are not recovered through rates until approved by regulators, the timing between costs incurred and recovery is considered regulatory lag.  In some cases, the loss due to regulatory lag is not recovered.  As such, timely and accurate filings of these various rate cases is essential to the Utilities’ operating and financial performance as it reduces regulatory lag, which has a direct effect on the cash flows, and in some cases earnings, of the Utilities.  Furthermore, the timing of the filings and subsequent decisions can affect the timing of construction and thus the economic benefits.  As a result, the Utilities file quarterly BTER updates to minimize exposure to changes in fuel and purchased power expense and file amendments to IRP’s as changes in resource needs occur.

Significant filings pending regulatory outcome in 2009 include NPC’s GRC and SPPC’s California GRC.  For a more detailed discussion of the filing requests, see Note 3, Regulatory Actions of the Notes to Financial Statements.

Further Broaden Access to Capital

A significant focus in 2009 will again be to generate sufficient cash from operations to meet operating needs and contribute to capital projects by managing recovery of deferred fuel and purchased power costs, reducing regulatory lag in recovery of costs and controlling costs.  

Commodity prices and the amount of capital required for construction projects are projected to be significantly lower in 2009 compared to 2008.  As a result, for the remainder of 2009, the Utilities believe they will be able to meet such financial obligations with a combination of internally generated funds and the use of the Utilities’ revolving credit facilities.  However, if energy costs rise at a rapid rate and the Utilities do not recover the cost of fuel and purchased power in a timely manner, the Utilities may need to issue additional debt to support their operating costs or further delay capital expenditures, and NVE may need to issue additional equity securities.  As such, maintaining sufficient liquidity through the use of the Utilities’ revolving credit facilities and maintaining our ability to issue new debt or equity securities on favorable terms continues to be a significant focus in 2009.  

NV ENERGY, INC.

RESULTS OF OPERATIONS

NV Energy, Inc. (Holding Company) and Other Subsidiaries

NVE (Holding Company)

The Holding Company’s (stand alone) operating results included approximately $9.4 million and $10.4 million of long-term debt interest costs for the three months ended March 31, 2009 and 2008, respectively.  The decrease in interest costs for the three months ended March 31, 2009 as compared to the same period in 2008 was primarily due to debt repurchase in 2008.  See Note 6, Long-Term Debt of the Notes to Financial Statements in the 2008 Form 10-K, for further discussion of the debt repurchase.  

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Other Subsidiaries

Other Subsidiaries of NVE, except for NPC and SPPC, did not contribute materially to the consolidated results of operations of NVE.

NV Energy, Inc. (Consolidated)

See Executive Overview, Overview of Major Factors Affecting Results of Operations for NVE Consolidated.

ANALYSIS OF CASH FLOWS

Cash flows increased during the three months ended March 31, 2009 compared to the same period in 2008 primarily due to an increase in cash from financing activities and to a lesser extent a decrease in cash from investing activities, partially offset by a decrease in cash from operating activities.

Cash From Operating Activities.  The decrease in cash from operating activities was primarily due to lower revenues as a result of milder weather and to a lesser extent, changes in customer usage patterns.  Also contributing to the decrease in cash from operating activities was an increase in costs for operations and maintenance costs for generating facilities, the funding of approximately $20 million for pension plans, prepayments for land leases, a decrease in accounts payable from December 31, 2008 for energy and other suppliers, the timing of interest payments and, in 2008, NPC received a significant prepayment for transmission services.  Partially offsetting these decreases was reduced spending for regulatory activities.

Cash Used By Investing Activities.  Cash used by investing activities decreased slightly due to reduced construction activity.

Cash From Financing Activities. Cash from financing activities increased primarily due to the issuance of approximately $625 million in new debt, partially offset by payments on the revolving credit facility and increase in dividends to common shareholders.

LIQUIDITY AND CAPITAL RESOURCES (NVE CONSOLIDATED)

Overall Liquidity

NVE’s consolidated operating cash flows are primarily derived from the operations of NPC and SPPC.  The primary source of operating cash flows for the Utilities is revenues (including the recovery of previously deferred energy costs and natural gas costs) from sales of electricity and, in the case of SPPC, natural gas.  Significant uses of cash flows from operations include the purchase of electricity and natural gas, other operating expenses, capital expenditures and interest.  Operating cash flows can be significantly influenced by factors such as weather, regulatory outcomes, and economic conditions.

As of March 31, 2009, NVE, NPC and SPPC had cash on hand of approximately $2.6 million, $81.6 million, $28.9 million, respectively.  NVE and the Utilities attempt to maintain their cash and cash equivalents in highly liquid investments, such as U.S. treasury bills.  In addition to cash on hand, NVE and the Utilities may issue debt up to $281.5 million, on a consolidated basis, which includes the use of approximately $268.0 million of the Utilities’ revolving credit facilities.  See Factors Affecting Liquidity, Ability to Issue Debt, below.  NVE and the Utilities anticipate with the reduction in cash requirements for capital expenditures, as discussed earlier, and decreasing commodity prices, that cash on hand, internally generated funds and the ability to issue debt, which includes the use of the Utilities’ revolving credit facility, will be sufficient to meet short-term operating costs.  However, if energy costs rise at a rapid rate and the Utilities do not recover the cost of fuel and purchased power in a timely manner, if operating costs are not recovered in a timely manner or the Utilities were to experience a credit rating downgrade resulting in the posting of collateral as discussed below under Gas Supplier Matters and Financial Gas Hedges, the amount of liquidity available to the Utilities could be significantly less.  In order to maintain sufficient liquidity, NVE and the Utilities may be required to further delay capital expenditures, re-finance debt or issue equity.

The ability to issue debt, as discussed later, is subject to certain covenant calculations which include net income of NVE and the Utilities.  As a result of these covenant calculations and the seasonality of the Utilities’ business, the ability to issue debt can vary from quarter to quarter and the Utilities may not be able to fully utilize the availability on their revolving credit facilities.  NVE and the Utilities are projecting that their ability to issue debt will increase in the second and third quarter of 2009, as the Utilities’ operating income typically increases during this time period, and new rates as a result of NPC’s GRC are expected to be in effect beginning July 1, 2009.

NVE and the Utilities do not have significant debt maturities in 2009 or 2010 other than their revolving credit facilities.  As of April 30, 2009, NPC and SPPC had $18.3 million and $206.1 million, respectively outstanding on their revolving credit facilities including letters of credit.  The Utilities’ long-term credit facilities expire in November 2010, and NPC’s Supplemental Revolving Credit Facility expires in January 2010.

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There have been no changes to the credit ratings of NVE and the Utilities in the first quarter of 2009, other than DBRS’ election to discontinue coverage on a majority of their U.S. clients (see Credit Ratings, below).  However, disruptions in the banking and capital markets not specifically related to NVE or the Utilities may affect their ability to access funding sources or cause an increase in the interest rates paid on newly issued debt.

NVE (stand-alone) has approximately $21.4 million of debt service obligations remaining for 2009, which it intends to pay through dividends from subsidiaries.  (See Factors Affecting Liquidity-Dividends from Subsidiaries below).

During the three months ended March 31, 2009, there were no material changes to contractual obligations as set forth in NVE’s 2008 Form 10-K.  See NPC’s and SPPC’s respective sections for changes in their contractual obligations.

Factors Affecting Liquidity

   Effect of Holding Company Structure

As of March 31, 2009, NVE (on a stand-alone basis) had outstanding debt and other obligations including, but not limited to: $63.7 million of its unsecured 7.803% Senior Notes due 2012; $191.5 million of its unsecured 6.75% Senior Notes due 2017; and $230 million of its unsecured 8.625% Senior Notes due 2014.

Due to the holding company structure, NVE’s right as a common shareholder to receive assets of any of its direct or indirect subsidiaries upon a subsidiary’s liquidation or reorganization is junior to the claims against the assets of such subsidiary by its creditors.  Therefore, NVE’s debt obligations are effectively subordinated to all existing and future claims of the creditors of NPC and SPPC and its other subsidiaries, including trade creditors, debt holders, secured creditors, taxing authorities and guarantee holders.

As of March 31, 2009, NVE, NPC, SPPC and their subsidiaries had approximately $5.5 billion of debt and other obligations outstanding, consisting of approximately $3.6 billion of debt at NPC, approximately $1.4 billion of debt at SPPC and approximately $485 million of debt at the holding company and other subsidiaries.  Although NVE and the Utilities are parties to agreements that limit the amount of additional indebtedness they may incur, NVE and the Utilities retain the ability to incur substantial additional indebtedness and other liabilities.

   Dividends from Subsidiaries

Since NVE is a holding company, substantially all of its cash flow is provided by dividends paid to NVE by NPC and SPPC on their common stock, all of which is owned by NVE.  Since NPC and SPPC are public utilities, they are subject to regulation by state utility commissions, which impose limits on investment returns or otherwise impact the amount of dividends that the Utilities may declare and pay.

 In addition, certain agreements entered into by the Utilities set restrictions on the amount of dividends they may declare and pay and restrict the circumstances under which such dividends may be declared and paid.  As a result of the Utilities’ credit ratings on their senior secured debt at investment grade by S&P and Moody’s, these restrictions are suspended and are no longer in effect so long as the debt remains investment grade by both rating agencies.  In addition to the restrictions imposed by specific agreements, the Federal Power Act prohibits the payment of dividends from “capital accounts.”  Although the meaning of this provision is unclear, the Utilities believe that the Federal Power Act restriction, as applied to their particular circumstances, would not be construed or applied by the FERC to prohibit the payment of dividends for lawful and legitimate business purposes from current year earnings, or in the absence of current year earnings, from other/additional paid-in capital accounts.  If, however, the FERC were to interpret this provision differently, the ability of the Utilities to pay dividends to NVE could be jeopardized.

In the first quarter of 2009, NPC and SPPC paid dividends to NVE of $22 million and $108.8 million, respectively.  On April 30, 2009, NPC and SPPC declared a $40 million and $20 million dividend, respectively, to NVE.

     Credit Ratings

NVE, NPC and SPPC are currently rated by three Nationally Recognized Statistical Rating Organizations:  Fitch, Moody’s and S&P.  DBRS is no longer covering NVE and the Utilities.  The senior secured debt of NPC and SPPC is rated investment grade by these three rating organizations.  As of March 31, 2009, the ratings are as follows:

		Rating Agency
		Fitch	Moody’s	S&P
NVE	Sr. Unsecured Debt	BB-	Ba3	BB
NPC	Sr. Secured Debt	BBB-*	Baa3*	BBB*
NPC	Sr. Unsecured Debt	BB	Not rated	BB+
SPPC	Sr. Secured Debt	BBB-*	Baa3*	BBB*

                 *Investment grade

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S&P’s and Moody’s rating outlook for NVE, NPC and SPPC is Stable.  Fitch’s rating outlook for NVE, NPC and SPPC is Positive.

 A security rating is not a recommendation to buy, sell or hold securities.  Security ratings are subject to revision and withdrawal at any time by the assigning rating organization, and each rating should be evaluated independently of any other rating.

Ability to Issue Debt

  NV Energy, Inc.

Certain debt of NVE (holding company) places restrictions on debt incurrence, liens and dividends, unless, at the time the debt is incurred, the ratio of cash flow to fixed charges for NVE’s (consolidated) most recently ended four quarter period on a pro forma basis is at least 2 to 1.  

Additionally, under the terms of the debt, NPC and SPPC are permitted to incur a combined total of up to $500 million in indebtedness and letters of credit under their respective revolving credit facilities.  As of March 31, 2009, NPC had $15.3 million of letters of credit outstanding and SPPC had approximately $200 million borrowed and $17.1 million of letters of credit outstanding against its revolving credit facility; therefore, the remaining combined availability is $268 million.  If however, the Utilities were to receive a credit rating downgrade and were required to post collateral, as discussed below under Gas Supplier Matters and Financial Gas Hedges, the amount of availability under the revolving credit facilities would be further reduced.

Under these covenant restrictions, as of March 31, 2009, NVE (consolidated) would be allowed to incur up to $281.5 million of additional debt, which includes $268 million of combined usage under NPC’s and SPPC’s revolving credit facilities.

If the applicable series of debt is upgraded to investment grade by both Moody’s and S&P, these restrictions will be suspended and will no longer be in effect so long as the applicable series of Notes remain investment grade by both Moody’s and S&P (see Credit Ratings above).

Nevada Power Company

    Ability to Issue Debt

NPC’s ability to issue debt is impacted by certain factors such as financing authority from the PUCN, financial covenants in its financing agreements and revolving credit facility agreements, and the terms of certain NVE debt.

On February 4, 2009, the PUCN approved NPC’s request for financing authority to issue up to $1.25 billion of long-term debt securities over a two-year period ending December 31, 2010; ongoing authority to maintain a revolving credit facility of up to $1.3 billion, and authority to refinance up to approximately $471 million of long-term debt securities.

NPC's $589 million Second Amended and Restated Revolving Credit Agreement dated November 2005, and its supplemental Revolving Credit Agreement, dated January 5, 2009, each contain two financial maintenance covenants.  The first requires NPC to maintain a ratio of consolidated indebtedness to consolidated capital, determined as of the last day of each fiscal quarter, not to exceed 0.68 to 1.  The second requires NPC to maintain a ratio of consolidated cash flow to consolidated interest expense, determined as of the last day of each fiscal quarter for the period of four consecutive fiscal quarters, not to be less than 2.0 to 1.  As of March 31, 2009, NPC was in compliance with these covenants.  Based upon estimated interest expense, in order to maintain compliance with these covenants, NPC is limited to borrowing $314 million, which is less than the unused balance on its revolving credit facilities of $663.8 million.

All other financial covenants contained in NPC’s revolving credit facility agreement and its financing agreements are suspended, as NPC’s senior secured debt is rated investment grade.  However, if NPC’s senior secured debt ratings fall below investment grade by either Moody’s or S&P, NPC would again be subject to the limitations on indebtedness under these covenants.

Furthermore, NPC may be subject to NVE’s cap on additional consolidated indebtedness.  See NVE’s Ability to Issue Debt.  As of March 31, 2009, NPC’s own covenant restriction of $314 million is less restrictive than NVE’s cap on additional consolidated indebtedness of $281.5 million.  As such, NPC is limited by NVE’s cap on additional indebtedness of $281.5 million, which includes the combined usage of the Utilities’ revolving credit facilities of $268.0 million.

    Ability to Issue General and Refunding Mortgage Securities

To the extent that NPC has the ability to issue debt under the most restrictive covenants in its or NVE’s financing agreements and has financing authority to do so from the PUCN, NPC’s ability to issue secured debt is still limited by the amount of bondable property or retired bonds that can be used to issue debt under NPC’s General and Refunding Mortgage Indenture.

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The Indenture creates a lien on substantially all of NPC’s properties in Nevada.  As of March 31, 2009, $4 billion of NPC’s General and Refunding Mortgage Securities were outstanding.  NPC had the capacity to issue $499.3 million of General and Refunding Mortgage Securities as of March 31, 2009.  That amount is determined on the basis of:

1.	70% of net utility property additions;
2.	the principal amount of retired General and Refunding Mortgage Securities; and/or
3.	the principal amount of first mortgage bonds retired after October 2001.

Property additions include plant in service and specific assets in CWIP.  The amount of bond capacity listed above does not include eligible property in CWIP.

NPC also has the ability to release property from the lien of the mortgage indenture on the basis of net property additions, cash and/or retired bonds.  To the extent NPC releases property from the lien of its Indenture, it will reduce the amount of securities issuable under the Indenture.

Sierra Pacific Power Company

    Ability to Issue Debt

SPPC’s ability to issue debt is impacted by certain factors such as financing authority from the PUCN, financial covenants in its financing agreements and its revolving credit facility agreement, and the terms of certain NVE debt.

As of March 31, 2009, SPPC had approximately $495 million of PUCN financing authority, which expires on December 31, 2009.

SPPC's $332 million Amended and Restated Revolving Credit Agreement dated November 2005 contains two financial maintenance covenants.  The first requires SPPC to maintain a ratio of consolidated indebtedness to consolidated capital, determined as of the last day of each fiscal quarter, not to exceed 0.68 to 1.  The second requires SPPC to maintain a ratio of consolidated cash flow to consolidated interest expense, determined as of the last day of each fiscal quarter for the period of four consecutive fiscal quarters, not to be less than 2.0 to 1.  As of March 31, 2009, SPPC was in compliance with these covenants.  In order to maintain compliance with these covenants, SPPC is limited to borrowing $653 million, which can consist of additional draws against its revolving credit facilities or additional indebtedness.

All other financial covenants contained in SPPC’s revolving credit facility and financing agreements are suspended, as SPPC’s senior secured debt is rated investment grade.  However, if SPPC’s senior secured debt ratings fall below investment grade by either Moody’s or S&P, SPPC would again be subject to the limitations on indebtedness under these covenants.

Furthermore, SPPC may be subject to NVE’s cap on additional consolidated indebtedness.  See NVE’s Ability to Issue Debt.  As of March 31, 2009, SPPC’s own covenant restriction of $652.7 million is less restrictive than NVE’s cap on additional consolidated indebtedness of $281.5.  As such, SPPC is limited by NVE’s cap on additional indebtedness of $281.5 million, which includes the combined usage of the Utilities’ revolving credit facilities of $268.0 million.

    Ability to Issue General and Refunding Mortgage Securities

To the extent that SPPC has the ability to issue debt under the most restrictive covenants in its or NVE’s financing agreements and has financing authority to do so from the PUCN, SPPC’s ability to issue secured debt is still limited by the amount of bondable property or retired bonds that can be used to issue debt under SPPC’s General and Refunding Mortgage Indenture (“Indenture”).

The Indenture creates a lien on substantially all of SPPC’s properties in Nevada and California.  As of March 31, 2009, $1.7 billion of SPPC’s General and Refunding Mortgage Securities were outstanding.  SPPC had the capacity to issue $613.1 million of General and Refunding Mortgage Securities as of March 31, 2009.  That amount is determined on the basis of:

1.	70% of net utility property additions;
2.	the principal amount of retired General and Refunding Mortgage Securities; and/or
3.	the principal amount of first mortgage bonds retired after October 2001.

Property additions include plant in service and specific assets in CWIP.  The amount of bond capacity listed above does not include eligible property in CWIP.

SPPC also has the ability to release property from the lien of the mortgage indenture on the basis of net property additions, cash and/or retired bonds.  To the extent SPPC releases property from the lien of its Indenture, it will reduce the amount of securities issuable under the Indenture.

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Cross Default Provisions

None of the Utilities’ financing agreements contains a cross-default provision that would result in an event of default by that Utility upon an event of default by NVE or the other Utility under any of their respective financing agreements.  Certain of NVE’s financing agreements, however, do contain cross-default provisions that would result in event of default by NVE upon an event of default by the Utilities under their respective financing agreements.  In addition, certain financing agreements of each of NVE and the Utilities provide for an event of default if there is a failure under other financing agreements of that entity to meet payment terms or to observe other covenants that would result in an acceleration of payments due.  Most of these default provisions (other than ones relating to a failure to pay other indebtedness) provide for a cure period of 30-60 days from the occurrence of a specified event, during which time NVE or the Utilities may rectify or correct the situation before it becomes an event of default.

Energy Supplier Matters

With respect to NPC’s and SPPC’s contracts for purchased power, NPC and SPPC purchase and sell electricity with counterparties under the WSPP agreement, an industry standard contract that NPC and SPPC use as members of the WSPP.  The WSPP contract is posted on the WSPP website.

Under these contracts, a material adverse change (e.g., a credit rating downgrade) in NPC and SPPC may allow the counterparty to request adequate financial assurance, which, if not provided within three business days, could cause a default.  A default must be declared within 30 days of the event giving rise to the default becoming known.  A default will result in a termination payment equal to the present value of the net gains and losses for the entire remaining term of all contracts between the parties aggregated to a single liquidated amount due within three business days following the date the notice of termination is received.  The mark-to-market value, which is substantially based on quoted market prices, can be used to roughly approximate the termination payment and benefit at any point in time.  The net mark-to-market value as of March 31, 2009 for all suppliers continuing to provide power under a WSPP agreement would approximate a $186.6 million payment or obligation to NPC.  No amounts would be due to or from SPPC.  These contracts qualify for the normal purchases scope exception of SFAS 133, and as such, are not required to be mark-to-market on the balance sheet.  Refer to Note 5, Derivatives and Hedging Activities, of the Condensed Notes to Financial Statements for further discussion.

   Gas Supplier Matters

With respect to the purchase and sale of natural gas, NPC and SPPC use several types of standard industry contracts.  The natural gas contract terms and conditions are more varied than the electric contracts.  Consequently, some of the contracts contain language similar to that found in the WSPP agreement and other agreements have unique provisions dealing with material adverse changes, which primarily means a credit rating downgrade below investment grade.  Forward physical gas supplies are purchased under index based pricing terms and as such do not carry forward mark-to-market exposure.  Because of creditworthiness concerns, most contracts and confirmations for natural gas purchases have been modified or separate agreements have been made to either shorten the normal payment due date or require payment in advance of delivery.  At the present time, no counter-parties require payment in advance of delivery.

Gas transmission service is secured under FERC Tariffs or custom agreements.  These service contracts and Tariffs require the user to establish and maintain creditworthiness to obtain service or otherwise post cash or a letter of credit to be able to receive service.  Service contracts are subject to FERC approved tariffs, which, under certain circumstances, require the Utilities to provide collateral to continue receiving service.  NPC has one transmission counterparty for which it is required to post cash collateral or a letter of credit in the event of credit rating downgrades.  For this counterparty, if NPC’s senior secured ratings from both Moody’s and S&P are below investment grade, the maximum collateral amount would be $46.1 million.  If NPC’s senior unsecured rating from both Moody’s and S&P are below investment grade, the maximum collateral requirement would be $11.5 million.

   Financial Gas Hedges

The Utilities enter into certain hedging contracts with various counterparties to manage the gas price risk inherent in purchased power and fuel contracts.  The contracts require that the Utilities maintain their Moody’s and S&P senior unsecured or equivalent ratings in place at the time the contracts were entered into.  In the event that the Utilities senior unsecured debt rating is downgraded by two out of the three rating agencies, the counterparties have the right to require the Utilities to post cash or a letter of credit to the extent the counterparties have mark-to-market exposure to the Utilities, subject to certain caps.  As of March 31, 2009, the maximum amount of collateral the Utilities would be required to post under these agreements is approximately $313.1 million based on mark-to-market values, which are substantially based on quoted market prices.  Of this amount, approximately $171.3 million would be required if the Utilities are downgraded one level and an additional amount of approximately $141.8 million would be required if the Utilities are downgraded two levels.

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NEVADA POWER COMPANY

RESULTS OF OPERATIONS

NPC incurred a net loss of $35.2 million for the three months ended March 31, 2009 compared to net income of $8.0 million for the same period in 2008.

As of March 31, 2009, NPC had paid $22 million in dividends to NVE.  On April 30, 2009, NPC declared an additional dividend of $40 million.

Gross margin is presented by NPC in order to provide information that management believes aids the reader in determining how profitable the electric business is at the most fundamental level.  Gross margin, which is a “non-GAAP financial measure” as defined in accordance with SEC rules, provides a measure of income available to support the other operating expenses of the business and is a key factor utilized by management in its analysis of its business.

NPC believes presenting gross margin allows the reader to assess the impact of NPC’s regulatory treatment and its overall regulatory environment on a consistent basis.  Gross margin, as a percentage of revenue, is primarily impacted by the fluctuations in electric and natural gas supply costs versus the fixed rates collected from customers.  While these fluctuating costs impact gross margin as a percentage of revenue, they only impact gross margin amounts if the costs cannot be passed through to customers.  Gross margin, which NPC calculates as operating revenues less fuel and purchased power costs, provides a measure of income available to support the other operating expenses of NPC.  Gross margin changes based on such factors as general base rate adjustments (which are required to be filed by statute every three years) and reflect NPC’s strategy to increase internal power generation versus purchased power, which generates no gross margin.

The components of gross margin for the three months ended March 31 were (dollars in thousands):

	Three Months Ended March 31,
	2009		2008		Change from Prior Year
Operating Revenues:
Electric	$	436,529	$	469,172		-7.0	%
Energy Costs:
Fuel for power generation		154,062		164,021		-6.1	%
Purchased power		88,206		93,750		-5.9	%
Deferral of energy costs - net		38,190		45,775		-16.6	%
	$	280,458	$	303,546		-7.6	%
Gross Margin	$	156,071	$	165,626		-5.8	%

Gross margin decreased in the first quarter of 2009, compared to the same period in 2008, primarily due to a decrease in customer usage primarily as a result of milder winter weather, and the termination of various transmission service agreements.  Partially offsetting these decreases was a slight increase in average customer growth.

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The causes for significant changes in specific lines comprising the results of operations for NPC for the respective years ended are provided below (dollars in thousands except for amounts per unit).

	Three Months Ended March 31,
					Change from
	2009		2008		Prior Year
Electric Operating Revenues ($000):
Residential	$	191,370	$	205,378		-6.8	%
Commercial		96,794		104,512		-7.4	%
Industrial		128,039		133,013		-3.7	%
Retail  revenues		416,203		442,903		-6.0	%
Other		20,326		26,269		-22.6	%
Total Revenues	$	436,529	$	469,172		-7.0	%
Retail sales in thousands
of MWhs		4,121		4,294		-4.0	%
Average retail revenue per MWh	$	101.00	$	103.14		-2.1	%

 NPC’s retail revenues decreased for the three months ended March 31, 2009, compared to the same period in 2008, primarily due to decreases in customer usage primarily as a result of milder winter weather and, to a lesser extent, changes in customer usage patterns, as well as decreases in retail rates.  Retail rates decreased as a result of NPC’s various BTER quarterly adjustments and Deferred Energy Cases (see Note 3, Regulatory Actions of the Notes to the Financial Statements in the 2008 Form 10-K).  Slightly offsetting these decreases were increases to the average number of residential, commercial and industrial customers of 0.6%, 0.4% and 3.3%, respectively.

 Electric Operating Revenues – Other decreased for the three months ended March 31, 2009, compared to the same period in 2008.  The decrease is primarily due to the termination of several transmission agreements, including a transmission agreement related to the Higgins Generating Station which was purchased in October 2008.

Energy Costs

 Energy Costs include Fuel for Generation and Purchased Power.  Energy costs are dependent upon several factors which may vary by season or period.  As a result, NPC’s usage and average cost per MWh of fuel for generation versus purchased power to meet demand can vary significantly.  Factors that may affect energy costs include, but are not limited to:

● Weather

● Generation efficiency

● Plant outages

● Total system demand

● Resource constraints

● Transmission constraints

● Natural gas constraints

● Long-term contracts; and

● Mandated power purchases

	Three Months Ended March 31,
					Change from
	2009		2008		Prior Year
Energy Costs	$	242,268	$	257,771		-6.0	%
Total System Demand (MWhs)		4,342		4,533		-4.2	%
Average cost per MWh	$	55.80	$	56.87		-1.9	%

 Energy costs, total system demand and the average cost per MWh decreased for the three months ended March 31, 2009, as compared to 2008.  Energy costs and the average cost per MWh decreased primarily due to a decline in natural gas prices and an increase in self generation which was more economical than purchased power, partially offset by an increase in the settlement costs for hedging instruments. For the three months ended March 31, 2009, self generation represented approximately 83% of total system demand compared to approximately 74% for the same period in 2008.  Total system demand decreased primarily due to a decrease in customer usage as a result of milder weather and a change in customer usage patterns.

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Fuel For Power Generation

	Three Months Ended March 31,
					Change from
	2009		2008		Prior Year
Fuel for Power Generation	$	154,062	$	164,021		-6.1	%
Thousands of MWhs generated		3,607		3,337		8.1	%
Average cost per MWh of
Generated Power	$	42.71	$	49.15		-13.1	%

Fuel for power generation and the average cost per MWh decreased for the three months ended March 31, 2009, compared to the same period in 2008, primarily due to lower natural gas prices, which were partially offset by an increase in costs for the settlements of hedging instruments.  Volume increased primarily due to the addition of the Higgins Generating Station in the fourth quarter of 2008.

Purchased Power

	Three Months Ended March 31,
	2009		2008		Change from Prior Year
Purchased Power	$	88,206	$	93,750		-5.9	%
Purchased Power in thousands
of  MWhs		735		1,196		-38.5	%
Average cost per MWh of
Purchased Power	$	120.01	$	78.39		53.1	%

 Purchased power costs decreased for the three months ended March 31, 2009, compared to the same period in 2008, primarily due to a decrease in volume.  MWhs decreased primarily as a result of an increase in self generation and a decrease in total system demand.  The average cost per MWh of purchased power increased significantly compared to prior period primarily due to an increase in the settlement costs for hedging instruments related to gas purchased for tolling contracts.

Deferral of Energy Costs - Net

	Three Months Ended March 31,
	2009		2008		Change from Prior Year
Deferral of energy costs - net	$	38,190	$	45,775		-16.6	%

 Deferral of energy costs – net represents the difference between actual fuel and purchased power costs incurred during the period and amounts recoverable through current rates.  To the extent actual costs exceed amounts recoverable through current rates, the excess is recognized as a reduction in costs.  Conversely to the extent actual costs are less than amounts recoverable through current rates, the difference is recognized as an increase in costs.  Deferral of energy costs – net also include the current amortization of fuel and purchased power costs previously deferred.  Reference Note 1, Summary of Significant Accounting Policies, of the Condensed Notes to Financial Statements for further detail of deferred energy balances.

Amounts for the three months ended March 31, 2009 and 2008 include amortization of deferred energy costs of $8.2 million and $39.8 million, respectively; and an over-collection of amounts recoverable in rates of $30 million in 2009 and $6 million in 2008.

Allowance for Funds Used During Construction

	Three Months Ended March 31,
	2009		2008		Change from Prior Year
Allowance for other funds used during construction	$	5,621	$	6,858		-18.0	%
Allowance for borrowed funds used during construction		4,562		5,355		-14.8	%
	$	10,183	$	12,213		-16.6	%

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AFUDC decreased for the three months ended March 31, 2009, compared to the same period in 2008, primarily due to the completion of construction of the Clark Peaking Units in late 2008, partially offset by the construction of the 500 MW natural gas generating station at the existing Harry Allen Generating Station, which is expected to be operational by summer 2011.

Other (Income) and Expenses

	Three Months Ended March 31,
	2009			2008			Change from Prior Year
Other operating expense	$	70,193		$	57,095			23	%
Maintenance expense	$	27,534		$	16,650			65.4	%
Depreciation and amortization	$	52,363		$	40,630			28.9	%
Interest charges on long-term debt	$	52,308		$	40,997			27.6	%
Interest charges-other	$	7,297		$	5,831			25.1	%
Interest accrued on deferred energy	$	(1,853	)	$	(1,794	)		3.3	%
Other income	$	(2,342	)	$	(5,747	)		-59.2	%
Other expense	$	3,207		$	1,361			135.6	%

 Other operating expense increased for the three months ended March 31, 2009, compared to the same period in 2008, primarily due to costs associated with renewable energy programs, increased pension and other post retirement expenses, and operating expenses for the Higgins Generating Station acquired in October 2008.

 Maintenance expense increased for the three months ended March 31, 2009, compared to the same period in 2008, due to the addition of the Higgins Generating Station and scheduled maintenance at the Clark, Navajo and Silverhawk Generating Stations.

 Depreciation and amortization expenses increased during the three months ended March 31, 2009, compared to the same period in 2008, as a result of additions to plant-in-service.  Plant-in-service increased primarily due to the completion of the Clark Peaking Units and the addition of the Higgins Generating Station in the latter part of 2008.

 Interest charges on Long-Term Debt for the three months ended March 31, 2009, compared to the same period in 2008 increased primarily due to the issuance of $1.1 billion additional debt used to fund significant capital expenditures.  This increase was partially offset by lower interest on variable rate debt.  See Note 6, Long-Term Debt of the Notes to Financial Statements in the 2008 Form 10-K for additional information regarding long-term debt and Note 4, Long-Term Debt, of the Condensed Notes to Financial Statements in this Form 10-Q.

 Interest charges-other for the three months ended March 31, 2009, compared to the same period in 2008 increased due to interest on taxes and higher amortization costs related to new debt issues and redemptions.

 Interest accrued on deferred energy costs for the three months ended March 31, 2009 compared to the same period in 2008 did not change significantly.

 Other income for the three months ended March 31, 2009, compared to the same period in 2008 decreased primarily due to income earned in 2008 as a result of the settlement with Calpine, and the subsequent gain on sale of the stock received, as discussed further in Note 13, Commitments and Contingencies in the Notes to Financial Statements in the 2008 Form 10-K.  Also contributing to the decrease in other income was the expiration of the amortization of gains associated with the disposition of property and lower interest income.  This decrease was partially offset by higher carrying charges on energy conservation programs in 2009.

 Other expense for the three months ended March 31, 2009, compared to the same period in 2008 increased primarily due to the write-off of permitting costs.

ANALYSIS OF CASH FLOWS

Cash flows increased during the three months ended March 31, 2009 compared to the same period in 2008 primarily due to an increase in cash from financing activities partially offset by a decrease in cash from operating activities.

Cash Used By Operating Activities. The decrease in cash from operating activities was primarily due to lower revenues as a result of milder weather and to a lesser extent, changes in customer usage patterns.  Also contributing to the decrease in cash from operating activities was an increase in costs for operations and maintenance costs for generating facilities, the funding of approximately $20 million for pension plans, prepayments for land leases and in 2008, NPC received a significant prepayment for transmission services.

Cash Used By Investing Activities.  Cash used for investing activities did not change significantly between the periods.

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Cash From Financing Activities. Cash from financing activities increased primarily due to the issuance of approximately $625 million in new debt, partially offset by payments on the revolving credit facility.  This increase was partially offset by an investment of approximately $53 million by NVE in 2008.

LIQUIDITY AND CAPITAL RESOURCES

Overall Liquidity

NPC’s primary source of operating cash flows is electric revenues, including the recovery of previously deferred energy costs.  Significant uses of cash flows from operations include the purchase of electricity and natural gas, other operating expenses, capital expenditures and the payment of interest on NPC’s outstanding indebtedness.  Operating cash flows can be significantly influenced by factors such as weather, regulatory outcome and economic conditions.

As of March 31, 2009, NPC had cash on hand of approximately $81.6 million.  NPC attempts to maintain its cash and cash equivalents in highly liquid investments, such as U.S. treasury bills.  In addition to cash on hand, NPC may issue debt up to $281.5 million, on a consolidated basis, which includes the use of approximately $268.0 million of the Utilities’ revolving credit facilities.  NPC anticipates with the reduction in cash requirements for capital expenditures, as discussed earlier, and decreasing commodity prices, that cash on hand, internally generated funds and the ability to issue debt, which includes the use of the NPC’s revolving credit facility, will be sufficient to meet short-term operating costs.  However, if energy costs rise at a rapid rate and NPC does not recover the cost of fuel and purchased power in a timely manner, if operating costs are not recovered in a timely manner or NPC were to experience a credit rating downgrade resulting in the posting of collateral as discussed below under Gas Supplier Matters and Financial Gas Hedges, the amount of liquidity available to NPC could be significantly less.  In order to maintain sufficient liquidity, NPC may be required to further delay capital expenditures, re-finance debt or obtain funding through an equity issuance by NVE.

The ability to issue debt, as discussed later, is subject to certain covenant calculations which include consolidated net income of NVE and the Utilities.  As a result of these covenant calculations and the seasonality of the Utilities’ business, the ability to issue debt can vary from quarter to quarter and the Utilities may not be able to fully utilize the availability on their revolving credit facilities.  NVE and the Utilities are projecting that their ability to issue debt will increase in the second and third quarter of 2009, as the Utilities’ operating income typically increases during this time period, and new rates as a result of NPC’s GRC are expected to be in effect beginning July 1, 2009.

NPC does not have significant debt maturities in 2009 or 2010 other than its revolving credit facilities.  As of April 30, 2009, NPC had $18.3 million outstanding on its revolving credit facilities including letters of credit.  NPC’s long-term credit facility expires in November 2010, and NPC’s Supplemental Revolving Credit Facility expires in January 2010.

There have been no changes to the credit ratings of NPC in the first quarter of 2009, other than DBRS’ election to discontinue coverage on a majority of their U.S. clients (see Credit Ratings, below).  However, disruptions in the banking and capital markets not specifically related to NVE or the Utilities may affect their ability to access funding sources or cause an increase in the interest rates paid on newly issued debt.

During the three months ended March 31, 2009, there were no material changes to contractual obligations as set forth in NPC’s 2008 Form 10-K, except as discussed under financing transactions below.

 Financing Transactions

Revolving Credit Facilities

On March 2, 2009, NPC amended its $600 million Second Amended and Restated Revolving Credit Agreement, which matures in November 2010, to remove a bankrupt lending bank from the facility.  This amendment reduced the capacity of the facility to approximately $589 million.

On January 5, 2009, NPC entered into a new $90 million supplemental revolving credit facility.  The facility has a term of 364 days, and is secured by General and Refunding Mortgage bonds.  This credit facility matures in January 2010, and is in addition to NPC’s existing approximate $589 million revolving credit facility.

General and Refunding Mortgage Notes, Series V

On March 2, 2009, NPC issued and sold $500 million of its 7.125% General and Refunding Mortgage Notes, Series V due 2019.  The net proceeds of the issuance were used to repay approximately $404 million of amounts outstanding under NPC’s approximate $589 million revolving credit facility, and for general corporate purposes.

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General and Refunding Mortgage Notes, Series U

On January 12, 2009, NPC issued and sold $125 million of its 7.375% General and Refunding Mortgage Notes, Series U due 2014.  The net proceeds of the issuance were used to repay approximately $124 million of amounts outstanding under NPC’s approximate $589 million revolving credit facility.

Factors Affecting Liquidity

    Ability to Issue Debt

NPC’s ability to issue debt is impacted by certain factors such as financing authority from the PUCN, financial covenants in its financing agreements and revolving credit facility agreements, and the terms of certain NVE debt.

On February 4, 2009, the PUCN approved NPC’s request for financing authority to issue up to $1.25 billion of long-term debt securities over a two-year period ending December 31, 2010; ongoing authority to maintain a revolving credit facility of up to $1.3 billion, and authority to refinance up to approximately $471 million of long-term debt securities.

NPC's $589 million Second Amended and Restated Revolving Credit Agreement dated November 2005, and its supplemental Revolving Credit Agreement, dated January 5, 2009, each contain two financial maintenance covenants.  The first requires NPC to maintain a ratio of consolidated indebtedness to consolidated capital, determined as of the last day of each fiscal quarter, not to exceed 0.68 to 1.  The second requires NPC to maintain a ratio of consolidated cash flow to consolidated interest expense, determined as of the last day of each fiscal quarter for the period of four consecutive fiscal quarters, not to be less than 2.0 to 1.  As of March 31, 2009, NPC was in compliance with these covenants.  Based upon estimated interest expense, in order to maintain compliance with these covenants, NPC is limited to borrowing $314 million, which is less than the unused balance on its revolving credit facilities of $663.8 million.

All other financial covenants contained in NPC’s revolving credit facility agreement and its financing agreements are suspended, as NPC’s senior secured debt is rated investment grade.  However, if NPC’s senior secured debt ratings fall below investment grade by either Moody’s or S&P, NPC would again be subject to the limitations on indebtedness under these covenants.

Furthermore, NPC may be subject to NVE’s cap on additional consolidated indebtedness.  See NVE’s Ability to Issue Debt.  As of March 31, 2009, NPC’s own covenant restriction of $314 million is less restrictive than NVE’s cap on additional consolidated indebtedness of $281.5 million.  As such, NPC is limited by NVE’s cap on additional indebtedness of $281.5 million, which includes the combined usage of the Utilities’ revolving credit facilities of $268.0 million.

Ability to Issue General and Refunding Mortgage Securities

To the extent that NPC has the ability to issue debt under the most restrictive covenants in its financing agreements and has financing authority to do so from the PUCN, NPC’s ability to issue secured debt is still limited by the amount of bondable property or retired bonds that can be used to issue debt under NPC’s General and Refunding Mortgage Indenture (“Indenture”).

The Indenture creates a lien on substantially all of NPC’s properties in Nevada.  As of March 31, 2009, $4.0 billion of NPC’s General and Refunding Mortgage Securities were outstanding.  NPC had the capacity to issue $499.3 million of General and Refunding Mortgage Securities as of March 31, 2009.  That amount is determined on the basis of:

1.	70% of net utility property additions;
2.	the principal amount of retired General and Refunding Mortgage Securities; and/or
3.	the principal amount of first mortgage bonds retired after October 2001.

Property additions include plant in service and specific assets in CWIP.  The amount of bond capacity listed above does not include eligible property in CWIP.

NPC also has the ability to release property from the lien of the mortgage indenture on the basis of net property additions, cash and/or retired bonds.  To the extent NPC releases property from the lien of its Indenture, it will reduce the amount of securities issuable under the Indenture.

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Credit Ratings

NPC’s senior secured debt is rated investment grade by three Nationally Recognized Statistical Rating Organizations:  Fitch, Moody’s and S&P.  DBRS is no longer covering NPC.  As of March 31, 2009, the ratings are as follows:

		Rating Agency
		Fitch	Moody’s	S&P
NPC	Sr. Secured Debt	BBB-*	Baa3*	BBB*
NPC	Sr. Unsecured Debt	BB	Not rated	BB+

*  Investment grade

S&P’s and Moody’s rating outlook for NPC is Stable.  Fitch’s rating outlook is Positive.

            A security rating is not a recommendation to buy, sell or hold securities.  Security ratings are subject to revision and withdrawal at any time by the assigning rating organization, and each rating should be evaluated independently of any other rating.

   Energy Supplier Matters

With respect to NPC’s contracts for purchased power, NPC purchases and sells electricity with counterparties under the WSPP agreement, an industry standard contract that NPC uses as a member of the WSPP.  The WSPP contract is posted on the WSPP website.

Under these contracts, a material adverse change (e.g., a credit rating downgrade) in NPC may allow the counterparty to request adequate financial assurance, which, if not provided within three business days, could cause a default.  A default must be declared within 30 days of the event giving rise to the default becoming known.  A default will result in a termination payment equal to the present value of the net gains and losses for the entire remaining term of all contracts between the parties aggregated to a single liquidated amount due within three business days following the date the notice of termination is received.  The mark-to-market value, which is substantially based on quoted market prices, can be used to roughly approximate the termination payment and benefit at any point in time.  The net mark-to-market value as of March 31, 2009 for all suppliers continuing to provide power under a WSPP agreement would approximate a $186.6 million payment or obligation to NPC.  These contracts qualify for the normal purchases scope exception of SFAS 133, and as such, are not required to be marked-to-market on the balance sheet.  Refer to Note 5, Derivatives and Hedging Activities, of the Condensed Notes to Financial Statements for further discussion. 

   Gas Supplier Matters

With respect to the purchase and sale of natural gas, NPC uses several types of standard industry contracts.  The natural gas contract terms and conditions are more varied than the electric contracts.  Consequently, some of the contracts contain language similar to that found in the WSPP agreement and other agreements have unique provisions dealing with material adverse changes, which primarily means a credit rating downgrade below investment grade.  Forward physical gas supplies are purchased under index based pricing terms and as such do not carry forward mark-to-market exposure.  Because of creditworthiness concerns, most contracts and confirmations for natural gas purchases have been modified or separate agreements have been made to either shorten the normal payment due date or require payment in advance of delivery.  At the present time, no counter-parties require payment in advance of delivery.

Gas transmission service is secured under FERC Tariffs or custom agreements.  These service contracts and Tariffs require the user to establish and maintain creditworthiness to obtain service or otherwise post cash or a letter of credit to be able to receive service.  Service contracts are subject to FERC approved tariffs, which, under certain circumstances, require the Utilities to provide collateral to continue receiving service.  NPC has one transmission counterparty for which it is required to post cash collateral or a letter of credit in the event of credit rating downgrades.  For this counterparty if NPC’s senior secured ratings from both Moody’s and S&P are below investment grade, the maximum collateral amount would be $46.1 million.  If NPC’s senior unsecured rating from both Moody’s and S&P are below investment grade the maximum collateral requirement would be $11.5 million.

   Financial Gas Hedges

NPC enters into certain hedging contracts with various counterparties to manage the gas price risk inherent in purchased power and fuel contracts.  The contracts require that NPC maintain its Moody’s and S&P senior unsecured or equivalent ratings in place at the time the contracts were entered into.  In the event that NPC’s senior unsecured debt rating is downgraded by two out of the three rating agencies, the counterparties have the right to require NPC to post cash or a letter of credit to the extent the counterparties have mark-to-market exposure to NPC, subject to certain caps.  As of March 31, 2009, the maximum amount of collateral NPC would be required to post under these agreements is approximately $215.3 million based on mark-to-market values, which are substantially based on quoted market prices.  Of this amount, approximately $116.8 million would be required if NPC is downgraded one level and an additional amount of approximately $98.5 million would be required if NPC is downgraded two levels.

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   Cross Default Provisions

None of the financing agreements of NPC contains a cross-default provision that would result in an event of default by NPC upon an event of default by NVE or SPPC under any of its financing agreements.  In addition, certain financing agreements of NPC provide for an event of default if there is a failure under other financing agreements of NPC to meet payment terms or to observe other covenants that would result in an acceleration of payments due.  Most of these default provisions (other than ones relating to a failure to pay such other indebtedness when due) provide for a cure period of 30-60 days from the occurrence of a specified event during which time NPC may rectify or correct the situation before it becomes an event of default.

SIERRA PACIFIC POWER COMPANY

RESULTS OF OPERATIONS

SPPC recognized net income of $19.1million for the three months ended March 31, 2009 compared to net income of $24.3 million for the same period in 2008.

As of March 31, 2009, SPPC had paid $108.8 million in dividends to NVE.  During the first quarter of 2009, NVE contributed capital of $90.3 million to SPPC.  On April 30, 2009, SPPC declared an additional $20 million dividend to NVE.

Gross margin is presented by SPPC in order to provide information by segment that management believes aids the reader in determining how profitable the electric and gas businesses are at the most fundamental level.  Gross margin, which is a “non-GAAP financial measure” as defined in accordance with SEC rules, provides a measure of income available to support the other operating expenses of the business and is utilized by management in its analysis of its business.

SPPC believes presenting gross margin allows the reader to assess the impact of SPPC’s regulatory treatment and its overall regulatory environment on a consistent basis.  Gross margin, as a percentage of revenue, is primarily impacted by the fluctuations in regulated electric and natural gas supply costs versus the fixed rates collected from customers.  While these fluctuating costs impact gross margin as a percentage of revenue, they only impact gross margin amounts if the costs cannot be passed through to customers.  Gross margin, which SPPC calculates as operating revenues less fuel and purchased power costs, provides a measure of income available to support the other operating expenses of SPPC.  Gross margin changes based on such factors as general base rate adjustments (which are required to be filed by statute every three years) and reflect SPPC’s strategy to increase internal power generation versus purchased power, which generates no gross margin.

The components of gross margin for the three months ended March 31 were (dollars in thousands):

	Three Months Ended March 31,
	2009			2008		Change from Prior Year
Operating Revenues:
Electric	$	237,738		$	250,278		-5.0	%
Gas		80,993			85,594		-5.4	%
	$	318,731		$	335,872		-5.1	%
Energy Costs:
Fuel for power generation	$	76,042		$	57,587		32.0	%
Purchased power		37,181			90,106		-58.7	%
Gas purchased for resale		70,272			66,896		5.0	%
Deferral of energy costs-electric-net		11,796			8,507		38.7	%
Deferral of energy costs-gas-net		(4,351	)		2,203		-297.5	%
	$	190,940		$	225,299		-15.3	%
Energy Costs by Segment:
Electric	$	125,019		$	156,200		-20.0	%
Gas		65,921			69,099		-4.6	%
	$	190,940		$	225,299		-15.3	%
Gross Margin by Segment:
Electric	$	112,719		$	94,078		19.8	%
Gas		15,072			16,495		-8.6	%
	$	127,791		$	110,573		15.6	%

Electric gross margin increased in the first quarter of 2009 compared to the same period in 2008, primarily due to the increase in BTGR revenue as a result of SPPC’s 2007 GRC, effective July 1, 2008 and a slight increase in average customer growth, partially offset by a change in customer usage patterns and milder winter weather.

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Gas gross margin decreased in the first quarter of 2009 compared to the same period in 2008, primarily due to decreased customer usage as a result of milder winter weather.

The causes of significant changes in specific lines comprising the results of operations are provided below (dollars in thousands except for amounts per unit):

Electric Operating Revenue

	Three Months Ended March 31,
	2009		2008		Change from Prior Year
Electric Operating Revenues:
Residential	$	93,785	$	89,879		4.3	%
Commercial		90,437		87,671		3.2	%
Industrial		46,067		65,782		-30.0	%
Retail revenues		230,289		243,332		-5.4	%
Other		7,449		6,946		7.2	%
Total Revenues	$	237,738	$	250,278		-5.0	%
Retail sales in thousands
MWh		1,980		2,151		-7.9	%
Average retail revenues per MWh	$	116.31	$	113.13		2.8	%

SPPC’s retail revenues decreased for the three months ended March 31, 2009, as compared to the same period in the prior year, due to lower industrial revenues and decreased customer usage due to warmer 2009 winter temperatures.  Industrial revenues decreased primarily due to the transition of Cortez Mine to DOS effective November 1, 2008, and a retail service agreement with Newmont Mining Corporation beginning June 1, 2008.  These decreases were partially offset by increased retail rates and growth in retail customers.  Retail rates increased as a result of SPPC’s various BTER quarterly cases, and increased BTGR as a result of the GRC effective July 1, 2008, which exceeded decreased deferred energy rates effective July 1, 2008 (see Note 3, Regulatory Actions of the Condensed Notes to Financial Statements).  The average number of residential customers remain unchanged while the average number of commercial and industrial customers increased 1.7% and 4.6%, respectively.

In 2007, SPPC and Newmont Mining Corporation entered into a wholesale power sale agreement and a new form of retail service whereby Newmont Mining Corporation will sell the electrical output from it’s generating plant to SPPC for at least 15 years under a long-term wholesale purchase power agreement and remain a retail customer of SPPC during at least that period under the terms of the retail service agreement and pursuant to a new rate schedule.  The terms of these contracts became effective on June 1, 2008, at which point Newmont Mining Corporation moved to a new retail service agreement at a reduced energy rate, which resulted in decreased electric revenues.

Electric Operating Revenues – Other increased for the three month period ended March 31, 2009, compared to the same period in 2008, primarily due to increased transmission revenues.

Gas Operating Revenues

	Three Months Ended March 31,
	2009		2008		Change from Prior Year
Gas Operating Revenues:
Residential	$	45,881	$	50,747		-9.6	%
Commercial		21,840		24,409		-10.5	%
Industrial		5,892		7,987		-26.2	%
Retail revenues		73,613		83,143		-11.5	%
Wholesale		6,734		1,679		301.1	%
Miscellaneous		646		772		-16.3	%
Total Revenues	$	80,993	$	85,594		-5.4	%
Retail sales in thousands
of Dths		6,107		6,782		-10.0	%
Average retail revenues per Dth	$	12.05	$	12.26		-1.7	%

SPPC’s retail gas revenues decreased for the three months ended March 31, 2009, compared to the same period in 2008, primarily due to milder weather and decreases in retail customer rates.  Retail rates decreased as a result of SPPC’s 2008 Natural Gas and Propane Deferred Rate Case and BTER updates.  See Note 3, Regulatory Actions of the Notes to Financial Statements in the 2008 Form 10-K.

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Wholesale revenues increased for the three months ended March 31, 2009, compared to the same period in 2008 primarily due to increased availability of gas for wholesale sales.

Energy Costs

 Energy Costs include Fuel for Generation and Purchased Power.  These costs are dependent upon many factors which may vary by season or period.  As a result, SPPC’s usage and average cost per MWh of Fuel for Generation versus Purchased Power can vary significantly as the company meets the demands of the season.  These factors include, but are not limited to:

● Weather

● Plant outages

● Total system demand

● Resource constraints

● Transmission constraints

● Gas transportation constraints

● Natural gas constraints

● Long-term contracts

● Mandated power purchases; and

● Generation efficiency

	Three Months Ended March 31,
					Change from
	2009		2008		Prior Year
Energy Costs	$	113,223	$	147,693		-23.3	%
Total System Demand (MWhs)		2,149		2,285		-6.0	%
Average cost per MWh	$	52.68	$	64.64		-18.5	%

 Energy costs and the average cost per MWh for the period ending March 31, 2009 decreased compared to the same period in 2008 primarily due to a significant decrease in natural gas prices and lower purchased power costs primarily as a result of the Newmont Mining Corporation power purchase agreement discussed above.  Total system demand decreased primarily due to milder weather in 2009, certain customers switching to DOS and a change in customer usage patterns.  For the three months ended March 31, 2009, self generation represented 60% of total system demand compared to 43% for the same period in 2008.

Fuel For Power Generation

	Three Months Ended March 31,
					Change from
	2009		2008		Prior Year
Fuel for Power Generation	$	76,042	$	57,587		32.0	%
Thousands of MWh generated		1,279		992		28.9	%
Average fuel cost per MWh
of Generated Power	$	59.45	$	58.05		2.4	%

Fuel for power generation and average cost per MWh increased for the three months ended March 31, 2009, as compared to the same period in 2008.  The increase was primarily due to an increase in volume and higher costs associated with the settlement of hedging instruments partially offset by a decrease in natural gas prices.  Volume increased as a result of greater reliance on the Tracy Generating Station which was placed in service in the summer of 2008.

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Purchased Power

	Three Months Ended March 31,
					Change from
	2009		2008		Prior Year
Purchased Power:	$	37,181	$	90,106		-58.7	%
Purchased Power in thousands of MWhs		870		1,293		-32.7	%
Average cost per MWh of Purchased Power	$	42.74	$	69.69		-38.7	%

       Purchased Power costs and the average cost per MWh decreased for the three months ended March 31, 2009 as compared to the same period in 2008 primarily due to a decrease in volume and a power purchase agreement with Newmont Mining Corporation, as discussed above, whereby SPPC purchases power substantially below current market prices; however, SPPC was limited by the volume it could purchase at these lower rates.

Gas Purchased for Resale

	Three Months Ended March 31,
					Change from
	2009		2008		Prior Year
Gas Purchased for Resale	$	70,272	$	66,896		5.0	%
Gas Purchased for Resale
(in thousands of Dths)		7,781		7,146		8.9	%
Average cost per Dth	$	9.03	$	9.36		-3.5	%

Gas purchased for resale increased for the three months ended March 31, 2009 compared to the same period in 2008 primarily due to increased volume.  The average cost per Dth decreased slightly as a result of lower natural gas prices partially offset by higher costs for the settlement of hedging instruments.

Deferral of Energy Costs

	Three Months Ended March 31,
	2009			2008		Change from Prior Year
Deferral of energy costs – electric – net	$	11,796		$	8,507		38.7	%
Deferral of energy costs - gas - net		( 4,351	)		2,203		-297.5	%
Total	$	7,445		$	10,710

 Deferral of energy costs – net represents the difference between actual fuel and purchased power costs incurred during the period and amounts recoverable through current rates.  To the extent actual costs exceed amounts recoverable through current rates the excess is recognized as a reduction in costs.  Conversely to the extent actual costs are less than amounts recoverable through current rates the difference is recognized as an increase in costs.  Deferral of energy costs – net also include the current amortization of fuel and purchased power costs previously deferred Reference Note 1, Summary of Significant Accounting Policies, of the Condensed Notes to Financial Statements for further detail of deferred energy balances.

Deferral of energy costs - electric – net for the three months ended March 31, 2009 and 2008 reflect amortization of deferred energy costs of ($0.8) million and $10 million, respectively; and an over-collection of amounts recoverable in rates of $12.6 million in 2009 and an under-collection of $1.5 million in 2008.

Deferred energy costs - gas - net for the three months ended March 31, 2009 and 2008 reflect amortization of deferred energy costs of $0 million, and ($0.6) million, respectively; and an under-collection of amounts recoverable in rates in 2009 of $4.4 million and an over-collection of $2.8 million in 2008.

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Allowance for Funds Used During Construction

	Three Months Ended March 31,
	2009		2008		Change from Prior Year
Allowance for other funds
used during construction	$	597	$	5,099		-88.3	%
Allowance for borrowed funds
used during construction		584		3,797		-84.6	%
	$	1,181	$	8,896		-86.7	%

AFUDC decreased for the three months ended March 31, 2009, compared to the same period in 2008, primarily due to the completion of the Tracy Generating Station in July of 2008, which resulted in decrease in the CWIP balance.

Other (Income) and Expense

	Three Months Ended March 31,
	2009			2008			Change from Prior Year
Other operating expense	$	44,015		$	33,505			31.4	%
Maintenance expense	$	6,866		$	6,472			6.1	%
Depreciation and amortization	$	25,685		$	21,440			19.8	%
Interest charges on long-term debt	$	16,815		$	18,762			-10.4	%
Interest charges-other	$	1,696		$	1,622			4.6	%
Interest accrued on deferred energy	$	673		$	558			20.6	%
Other income	$	(2,715	)	$	(7,735	)		-64.9	%
Other expense	$	1,991		$	1,800			10.6	%

Other operating expense increased for the three months ended March 31, 2009 compared to the same period in 2008 primarily due to higher pension expenses, costs related to renewable energy programs and lower provisions for bad debt in 2008 compared to 2009.

Maintenance expense increased for the three months ended March 31, 2009 compared to the same period in 2008 primarily due to the addition of the Tracy Generating Station Combined Cycle units that became operational in summer of 2008, partially offset by outages at Ft. Churchill Generating Station during the first quarter of 2008.

Depreciation and amortization expenses increased for the three months ended March 31, 2009, compared to the same period in 2008, as a result of increases in plant-in-service, primarily due to the completion of the Tracy Generating Station in July of 2008.

Interest charges on long-term debt for the three months ended March 31, 2009 decreased from the same period in 2008 primarily due to the repurchase of certain variable rate debt, lower interest rates on variable rate debt, and the redemption of $99 million Series A General and Refunding Mortgage Bonds in June 2008.  These amounts were partially offset by the issuance of $250 million Series Q General and Refunding Mortgage Notes in September 2008 and higher long term credit facility balances in 2009.  See Note 6, Long-Term Debt, of the Notes to Financial Statements in the 2008 Form 10-K for additional information regarding long-term debt and Note 4, Long-Term Debt, of the Condensed Notes to Financial Statements in this Form 10-Q.

Interest charges-other for the three months ended March 31, 2009 did not change materially from the same period in 2008.

Interest accrued on deferred energy for the three months ended March 31, 2009, compared to the same period in 2008, due to higher over-collected deferred energy balances compared to the same period in 2008.  See Note 3, Regulatory Actions of the Condensed Notes to Financial Statements for further details of deferred energy balances.

Other income for the three months ended March 31, 2009, compared to the same period in 2008, decreased primarily due to income earned in 2008 related to the reinstatement of previously disallowed costs associated with Pinon Pine in 2008, as discussed in Note 3, Regulatory Actions of the Notes to the Financial Statements in the 2008 Form 10-K and the settlement with Calpine discussed in Note 13, Commitments and Contingencies of the Notes to Financial Statements in the 2008 Form 10-K.  These decreases to income were partially offset by interest income from a tax refund.

Other expense increased during the three months ended March 31, 2009, when compared to the same period in 2008, due to several items, each of which is not materially significant.

47

ANALYSIS OF CASH FLOWS

Cash flows decreased during the three months ended March 31, 2009 compared to the same period in 2008 primarily due to a decrease in cash from financing activities and a decrease in cash from operating activities, partially offset by a decrease in cash used for investing activities.

Cash From Operating Activities.  The decrease in cash from operating activities was primarily due to lower revenues as a result of milder weather, a decrease in accounts payable from December 31, 2009 for energy and other suppliers and the timing of interest payments, offset partially by reduced spending for regulatory activities.

Cash Used By Investing Activities.  Cash used by investing activities decreased slightly due to reduced construction for growth.

Cash From Financing Activities.  The decrease in cash from financing activities is primarily due to higher dividends paid to NVE partially offset by increased investment by NVE.

LIQUIDITY AND CAPITAL RESOURCES

Overall Liquidity

SPPC’s primary source of operating cash flows is electric revenues, including the recovery of previously deferred energy costs.  Significant uses of cash flows from operations include the purchase of electricity and natural gas, other operating expenses, capital expenditures and the payment of interest on SPPC’s outstanding indebtedness.  Operating cash flows can be significantly influenced by factors such as weather, regulatory outcome and economic conditions.

As of March 31, 2009, SPPC had cash on hand of approximately $28.9 million.  SPPC attempts to maintain its cash and cash equivalents in highly liquid investments, such as U.S. treasury bills.  In addition to cash on hand, SPPC may issue debt up to $281.5 million, on a consolidated basis, which includes the use of approximately $268.0 million of the Utilities’ revolving credit facilities.  SPPC anticipates with the reduction in cash requirements for capital expenditures, as discussed earlier, and decreasing commodity prices, that cash on hand, internally generated funds and the ability to issue debt, which includes the use of the SPPC’s revolving credit facility, will be sufficient to meet short-term operating costs.  However, if energy costs rise at a rapid rate and SPPC does not recover the cost of fuel and purchased power in a timely manner, if operating costs are not recovered in a timely manner or SPPC were to experience a credit rating downgrade resulting in the posting of collateral as discussed below under Gas Supplier Matters and Financial Gas Hedges, the amount of liquidity available to SPPC could be significantly less.  In order to maintain sufficient liquidity, SPPC may be required to further delay capital expenditures, refinance debt or obtain funding through an equity issuance by NVE.

 The ability to issue debt, as discussed later, is subject to certain covenant calculations which include consolidated net income of NVE and the Utilities.  As a result of these covenant calculations and the seasonality of the Utilities’ business, the ability to issue debt can vary from quarter to quarter and the Utilities may not be able to fully utilize the availability on their revolving credit facilities.  NVE and the Utilities are projecting that their ability to issue debt will increase in the second and third quarter of 2009, as the Utilities’ operating income typically increases during this time period, and new rates as a result of NPC’s GRC are expected to be in effect beginning July 1, 2009.

SPPC does not have significant debt maturities in 2009 or 2010 other than its revolving credit facility.  As of April 30, 2009, SPPC had $206.1 million outstanding on its revolving credit facility, including letters of credit.  SPPC’s long-term credit facility expires in November 2010.

There have been no changes to the credit ratings of SPPC in the first quarter of 2009, other than DBRS’ election to discontinue coverage on a majority of their U.S. clients (see Credit Ratings, below).  However, disruptions in the banking and capital markets not specifically related to SPPC may affect their ability to access funding sources or cause an increase in the interest rates paid on newly issued debt.

During the three months ended March 31, 2008, there were no material changes to contractual obligations as set forth in SPPC’s 2008 Form 10-K, except as discussed under financing transactions below.

Financing Transactions

Revolving Credit Facility

On March 2, 2009, SPPC amended its $350 million Amended and Restated Revolving Credit Agreement, due November 2010, to remove a bankrupt lending bank from the facility.  This amendment reduced the capacity of the facility to approximately $332 million.

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Conversion of Washoe County Water Facilities Refunding Revenue Bonds

In January 2009, SPPC converted the $40 million principal amount, Washoe County, Nevada Water Facilities Refunding Revenue Bonds Series 2007A bonds, due 2036 (the “Water Bonds”) from auction rate securities to variable rate demand notes.  The purpose of the conversion was to reduce interest costs and volatility associated with these bonds.  SPPC purchased 100% of the Water Bonds on that date, with the use of its revolving credit facility and available cash, and will remain the sole holder of the Water Bonds, until such time as SPPC determines to reoffer the Water Bonds to investors.  These Water Bonds remain outstanding and have not been retired or cancelled.  However, as SPPC is the sole holder of the Water Bonds, for financial reporting purposes the investment in the Water Bonds and the indebtedness will be offset for presentation purposes.   

Factors Affecting Liquidity

Ability to Issue Debt

SPPC’s ability to issue debt is impacted by certain factors such as financing authority from the PUCN, financial covenants in its financing agreements and its revolving credit facility agreement, and the terms of certain NVE debt.

As of March 31, 2009, SPPC had approximately $495 million of PUCN financing authority, which expires on December 31, 2009.

SPPC's $332 million Amended and Restated Revolving Credit Agreement dated November 2005 contains two financial maintenance covenants.  The first requires SPPC to maintain a ratio of consolidated indebtedness to consolidated capital, determined as of the last day of each fiscal quarter, not to exceed 0.68 to 1.  The second requires SPPC to maintain a ratio of consolidated cash flow to consolidated interest expense, determined as of the last day of each fiscal quarter for the period of four consecutive fiscal quarters, not to be less than 2.0 to 1.  As of March 31, 2009, SPPC was in compliance with these covenants.  In order to maintain compliance with these covenants, SPPC is limited to borrowing $653 million, which can consist of additional draws against its revolving credit facilities or additional indebtedness.

All other financial covenants contained in SPPC’s revolving credit facility and financing agreements are suspended as SPPC’s Senior Secured debt is rated investment grade.  However, if SPPC’s senior secured debt ratings fall below investment grade by either Moody’s or S&P, SPPC would again be subject to the limitations on indebtedness under these covenants.

Furthermore, SPPC may be subject to NVE’s cap on additional consolidated indebtedness.  See NVE’s Ability to Issue Debt.  As of March 31, 2009, SPPC’s own covenant restriction of $652.7 million is less restrictive than NVE’s cap on additional consolidated indebtedness of $281.5.  As such, SPPC is limited by NVE’s cap on additional indebtedness of $281.5 million, which includes the combined usage of the Utilities’ revolving credit facilities of $268.0 million.

Ability to Issue General and Refunding Mortgage Securities

To the extent that SPPC has the ability to issue debt under the most restrictive covenants in its financing agreements and has financing authority to do so from the PUCN, SPPC’s ability to issue secured debt is still limited by the amount of bondable property or retired bonds that can be used to issue debt under SPPC’s General and Refunding Mortgage Indenture (“Indenture”).

The Indenture creates a lien on substantially all of SPPC’s properties in Nevada and California.  As of March 31, 2009, $1.7 billion of SPPC’s General and Refunding Mortgage Securities were outstanding.  SPPC had the capacity to issue $613.1 million of General and Refunding Mortgage Securities as of March 31, 2009.  That amount is determined on the basis of:

1.	70% of net utility property additions;
2.	the principal amount of retired General and Refunding Mortgage Securities; and/or
3.	the principal amount of first mortgage bonds retired after October 2001.

 Property Additions include plant in service and specific assets in CWIP.  The amount of bond capacity listed above does not include eligible property in CWIP.

 SPPC also has the ability to release property from the lien of the mortgage indenture on the basis of net property additions, cash and/or retired bonds.  To the extent SPPC releases property from the lien of its Indenture, it will reduce the amount of securities issuable under the Indenture.

Credit Ratings

 SPPC’s senior secured debt is rated investment grade by three Nationally Recognized Statistical Rating Organizations: Fitch, Moody’s and S&P.  DBRS is no longer covering SPPC.  As of March 31, 2009, the ratings are as follows:

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		Rating Agency
		Fitch	Moody’s	S&P
SPPC	Sr. Secured Debt	BBB-*	Baa3*	BBB*

                *  Investment grade

S&P’s, and Moody’s rating outlook for SPPC is Stable.  Fitch’s rating outlook is Positive.

 A security rating is not a recommendation to buy, sell or hold securities.  Security ratings are subject to revision and withdrawal at any time by the assigning rating organization, and each rating should be evaluated independently of any other rating.

Energy Supplier Matters

With respect to SPPC’s contracts for purchased power, SPPC purchases and sells electricity with counterparties under the WSPP agreement, an industry standard contract that SPPC uses as a member of the WSPP.  The WSPP contract is posted on the WSPP website.

Under these contracts, a material adverse change (e.g., a credit rating downgrade) in SPPC may allow the counterparty to request adequate financial assurance, which, if not provided within three business days, could cause a default.  A default must be declared within 30 days of the event giving rise to the default becoming known.  A default will result in a termination payment equal to the present value of the net gains and losses for the entire remaining term of all contracts between the parties aggregated to a single liquidated amount due within three business days following the date the notice of termination is received.  The mark-to-market value, which is substantially based on quoted market prices, can be used to roughly approximate the termination payment and benefit at any point in time.  Under the net mark-to-market value as of March 31, 2009 for all suppliers continuing to provide power under a WSPP agreement no amounts would be due to or from SPPC.  These contracts qualify for the normal purchases scope exception of SFAS 133, and as such, are not required to be mark-to-market on the balance sheet.  Refer to Note 5, Derivatives and Hedging Activities, of the Condensed Notes to Financial Statements for further discussion. 

   Gas Supplier Matters

With respect to the purchase and sale of natural gas SPPC uses several types of standard industry contracts.  The natural gas contract terms and conditions are more varied than the electric contracts.  Consequently, some of the contracts contain language similar to that found in the WSPP agreement and other agreements have unique provisions dealing with material adverse changes, which primarily means a credit rating downgrade below investment grade.  Forward physical gas supplies are purchased under index based pricing terms and as such do not carry forward mark-to-market exposure.  Because of creditworthiness concerns, most contracts and confirmations for natural gas purchases have been modified or separate agreements have been made to either shorten the normal payment due date or require payment in advance of delivery.  At the present time, no counterparties require payment in advance of delivery.

Gas transmission service is secured under FERC Tariffs or custom agreements.  These service contracts and Tariffs require the user to establish and maintain creditworthiness to obtain service or otherwise post cash or a letter of credit to be able to receive service.  Service contracts are subject to FERC approved tariffs, which, under certain circumstances, require the Utilities to provide collateral to continue receiving service.

Financial Gas Hedges

SPPC enters into certain hedging contracts with various counterparties to manage the gas price risk inherent in purchased power and fuel contracts.  The contracts require that SPPC maintain its Moody’s and S&P Sr. Unsecured or equivalent ratings in place at the time the contracts were entered into.  In the event that SPPC’s Sr. Unsecured debt rating is downgraded by two out of the three rating agencies, the counterparties have the right to require SPPC to post cash or a letter of credit to the extent the counterparties have mark-to-market exposure to SPPC, subject to certain caps.  As of March 31, 2009, the maximum amount of collateral SPPC would be required to post under these agreements is approximately $97.7 million based on mark-to-market values, which are substantially based on quoted market prices.  Of this amount, approximately $54.4 million would be required if SPPC is downgraded one level and an additional amount of approximately $43.3 million would be required if SPPC is downgraded two levels.

   Cross Default Provisions

None of the financing agreements of SPPC contains a cross-default provision that would result in an event of default by SPPC upon an event of default by NVE or SPPC under any of its financing agreements.  In addition, certain financing agreements of SPPC provide for an event of default if there is a failure under other financing agreements of SPPC to meet payment terms or to observe other covenants that would result in an acceleration of payments due.  Most of these default provisions (other than ones relating to a failure to pay such other indebtedness when due) provide for a cure period of 30-60 days from the occurrence of a specified event during which time SPPC may rectify or correct the situation before it becomes an event of default.

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REGULATORY PROCEEDINGS (UTILITIES)

NVE is a “holding company” under the Public Utility Holding Company Act of 2005 (PUHCA 2005).  As a result, NVE and all of its subsidiaries (whether or not engaged in any energy related business) are required to maintain books, accounts and other records in accordance with FERC regulations and to make them available to the FERC, the PUCN and CPUC.  In addition, the PUCN, CPUC, or the FERC have the authority to review allocations of costs of non-power goods and administrative services among NVE and its subsidiaries.  The FERC has the authority generally to require that rates subject to its jurisdiction be just and reasonable and in this context would continue to be able to, among other things, review transactions between NVE, NPC and/or SPPC and/or any other affiliated company.

The Utilities are subject to the jurisdiction of the PUCN and, in the case of SPPC, the CPUC with respect to rates, standards of service, siting of and necessity for generation and certain transmission facilities, accounting, issuance of securities and other matters with respect to electric distribution and transmission operations.  NPC and SPPC submit IRPs to the PUCN for approval.

Under federal law, the Utilities are subject to certain jurisdictional regulation, primarily by the FERC.  The FERC has jurisdiction under the Federal Power Act with respect to rates, service, interconnection, accounting and other matters in connection with the Utilities’ sale of electricity for resale and interstate transmission.  The FERC also has jurisdiction over the natural gas pipeline companies from which the Utilities take service.

As a result of regulation, many of the fundamental business decisions of the Utilities, as well as the ROR they are permitted to earn on their utility assets, are subject to the approval of governmental agencies.

The Utilities are required to file annual electric and gas DEAA cases on March 1 as mandated by the 2007 Nevada Legislature, quarterly BTER Updates for the Utilities’ electric and gas departments, and triennial GRCs in Nevada.  A DEAA case is filed to recover or refund any under or over collection of prior energy costs and the BTER Updates recover current energy costs.  As of March 31, 2009, NPC’s and SPPC’s balance sheets included approximately $245.5 million and credits of $36.5 million, respectively, of deferred energy costs of which $168.1 million and credits of $11.2 million had been previously approved for collection over various periods.  The remaining amounts will be requested in future DEAA filings.  Refer to Note 3, Regulatory Actions of the Condensed Notes to Financial Statements.  A GRC filing is to set rates to recover operation and maintenance expenses, depreciation, taxes and provide a return on invested capital.

Rate case applications filed in 2008 and 2009, as well as other regulatory matters such as, the Utilities’ IRPs and subsequent amendments, other Nevada matters, California matters and FERC matters, are discussed in more detail in Note 3, Regulatory Actions, of the Condensed Notes to Financial Statements, and in the 2008 Form 10-K.

RECENT PRONOUNCEMENTS

See Note 1, Summary of Significant Accounting Policies of the Condensed Notes to Financial Statements, for discussion of accounting policies and recent pronouncements.

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ITEM 3A.                      QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

As of March 31, 2009, NVE, NPC and SPPC have evaluated their risk related to financial instruments whose values are subject to market sensitivity.  Such instruments are fixed and variable rate debt.  Fair market value is determined using quoted market price for the same or similar issues or on the current rates offered for debt of the same remaining maturities (dollars in thousands).

	March 31, 2009
	Expected Maturity Date
																					Fair
	2009		2010			2011			2012			2013			Thereafter			Total			Value
Long-term Debt
NVE
Fixed Rate	$	-	$	-		$	-		$	63,670		$	-		$	421,539		$	485,209		$	425,780
Average Interest Rate		-		-			-			7.80	%		-			7.77	%		7.78	%
NPC
Fixed Rate	$	-	$	-		$	364,000		$	130,000		$	-		$	2,894,335		$	3,388,335		$	3,161,285
Average Interest Rate		-		-			8.14	%		6.50	%		-			6.53	%		6.70	%
Variable Rate	$	-	$	-		$	-		$	-		$	-		$	179,500		$	179,500		$	179,500
Average Interest Rate		-		-			-			-			-			1.35	%		1.35	%
SPPC
Fixed Rate	$	-	$	-		$	-		$	100,000		$	250,000		$	625,000		$	975,000		$	901,502
Average Interest Rate		-		-			-			6.25	%		5.45	%		6.39	%		6.13	%
Variable Rate	$	-	$	199,930		$	-		$	-		$	-		$	218,500		$	418,430		$	418,430
Average Interest Rate		-		1.29	%		-			-			-			1.46	%		1.38	%
Total Debt	$	-	$	199,930		$	364,000		$	293,670		$	250,000		$	4,338,874		$	5,446,474		$	5,086,497

Commodity Price Risk

See the 2008 Form 10-K, Item 7A, Quantitative and Qualitative Disclosures About Market Risk, Commodity Price Risk, for a discussion of Commodity Price Risk.  No material changes in commodity risk have occurred since December 31, 2008.

Credit Risk

 The Utilities monitor and manage credit risk with their trading counterparties.  Credit risk is defined as the possibility that counterparty to one or more contracts will be unable or unwilling to fulfill its financial or physical obligations to the Utilities because of the counterparty’s financial condition.  The Utilities’ credit risk associated with trading counterparties was approximately $199.8 million as of March 31, 2009, which compares to balances of $334.3 million at December 31, 2008, and $187.9 million at March 31, 2008.  The decrease from December 31, 2008 is primarily due to the decrease in prices of natural gas during the first quarter of 2009. 

ITEM 4 AND ITEM 4T.          CONTROLS AND PROCEDURES

(a)   Evaluation of disclosure controls and procedures.

NVE, NPC and SPPC’s principal executive officers and principal financial officers, based on their evaluation of the registrants’ disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934) have concluded that, as of March 31, 2009, the registrants’ disclosure controls and procedures were effective.

(b)   Change in internal controls over financial reporting.

There were no changes in internal controls over financial reporting in the first quarter of 2009 that have materially affected, or are reasonably likely to materially affect, internal controls over financial reporting.

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PART II

ITEM 1.                      LEGAL PROCEEDINGS

As of the date of this report, there have been no material changes with regard to administrative and judicial proceedings involving regulatory, environmental and other matters as disclosed in NVE’s, NPC’s and SPPC’s 2008 Form 10-K, except as discussed below.

Nevada Power Company and Sierra Pacific Power Company

Western United States Energy Crisis Proceedings before the FERC

FERC 206 complaints

In December 2001, the Utilities filed ten complaints with the FERC against various power suppliers, including Enron, under Section 206 of the Federal Power Act seeking price reduction of forward wholesale power purchase contracts entered into prior to the FERC mandated price caps imposed in June 2001 in reaction to the Western United States energy crisis.  The Utilities contested the amounts paid for power actually delivered as well as termination claims for undelivered power against terminating suppliers.

In June 2003, the FERC dismissed the Utilities’ Section 206 complaints, stating that the Utilities had failed to satisfy their burden of proof under the strict public interest standard.  In July 2003, the Utilities filed a petition for rehearing, but the FERC reaffirmed its June decision (“July decision”).  The Utilities appealed this decision to the Ninth Circuit.  In December 2006, a three judge panel of the Ninth Circuit overturned the July decision and remanded the case back to the FERC for application of the factors that the Ninth Circuit outlines in its decision.  In May 2007, American Electric Power Service Corporation and Allegheny Energy Supply Company and other interested parties filed petitions for certiorari (“Petitions”) with the U.S. Supreme Court seeking review of the Ninth Circuit’s decision.  The Utilities, together with other parties and the FERC, filed their opposition to these Petitions in August 2007.  In September 2007, the U.S. Supreme Court granted certiorari.  In June 2008, the U.S. Supreme Court rejected the Ninth Circuit’s reasoning in reversing the FERC but nonetheless found that FERC’s order was defective and should be reversed for other reasons.  The case was remanded to the FERC.  The FERC established a formal settlement discussion protocol for bilateral settlement discussions with other respondents, including Allegheny Energy Supply Company, American Electric Power Service Corporation and BP Energy, and stayed the case pending settlement discussions.  The Utilities have reached an agreement in principle with BP Energy and continue discussions with Allegheny Energy Supply Company and American Electric Power Service Corporation.

The Utilities previously had negotiated settlements with Duke Energy Trading and Marketing, Morgan Stanley Capital Group, El Paso Merchant Energy, now known as El Paso Marketing L.P., Calpine Energy Services and Enron.  Management cannot predict the timing or outcome of a decision in this matter.

ITEM 1A.                      RISK FACTORS

For the purposes of this section, the terms “we,” “us” and “our” refer to NVE on a consolidated basis (including NPC and SPPC).  The following information updates, and should be read in conjunction with, the information disclosed in Item 1A, “Risk Factors,” of our 2008 Form 10-K.  The risks and uncertainties described below are not the only ones we face.  Additional risks and uncertainties that are not presently known or that we currently believe to be less significant may also adversely affect us.

As of the date of this report, there have been no material changes with regard to the Risk Factors disclosed in NVE’s, NPC’s and SPPC’s 2008 Form 10-K.

ITEM 2.                      UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3.                      DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.                      SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

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ITEM 5.                      OTHER INFORMATION

Amendments to Articles of Incorporation; By-laws

The 2009 Annual Meeting of the Stockholders of NVE was held at 10:00 a.m., Pacific Daylight Time, on Thursday, April 30, 2009, at the General Office Building of NV Energy in Reno, Nevada.  All proposals presented for stockholder consideration were approved, including a proposal to amend NVE’s Articles of Incorporation to provide for the phase-in of annual election of Directors.  The amendment to NVE’s Articles of Incorporation is described in NVE’s definitive Proxy Statement dated March 20, 2009 and filed with the SEC.  The amendment became effective upon its filing with the Secretary of State of Nevada on April 30, 2009.  A complete copy of NVE’s Articles of Incorporation as amended is filed as an exhibit to this Report.

In furtherance of the amendment to Articles of Incorporation, the Board of Directors of NVE, on May 1, 2009, amended Article VIII of NVE’s By-laws to eliminate the references to a classified Board and to clarify that the Board may fix the number of Directors from time to time by an affirmative vote of two-thirds of the entire Board of Directors.  A complete copy of NVE’s By-laws as amended is filed as an exhibit to this Report.

The final voting results for the 2009 Annual Meeting of Stockholders will be disclosed in NVE's Quarterly Report on Form 10-Q for the Quarter Ended June 30, 2009.

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ITEM 6. EXHIBITS

(a)   Exhibits filed with this Form 10-Q:

(3)      NV Energy, Inc.:

3.1   Restated and Amended Articles of Incorporation of NV Energy, Inc. dated May 1, 2009.

3.2   By-laws of NV Energy, Inc., as amended through May 1, 2009.

(10)    Nevada Power Company:

10.1 Second Amendment, dated November 25, 2008 (effective March 17, 2009), to the Second Amended and Restated Credit Agreement, dated November 4, 2005, among Nevada Power Company, Wachovia Bank, National Association, as Administrative Agent, the Lenders from time to time party thereto and the other parties named therein.

10.2. Fourth Amendment, dated February 10, 2009 (effective February 24, 2009), to the Second Amended and  Restated Credit Agreement, dated November 4, 2005, among Nevada Power Company, Wachovia Bank, National Association, as Administrative Agent, the Lenders from time to time party thereto and the other parties named therein.

          Sierra Pacific Power Company:

10.3 Second Amendment, dated November 25, 2008 (effective March 17, 2009) to the Amended and Restated Credit Agreement, dated November 4, 2005, among Sierra Pacific Power Company, Wachovia Bank, National Association, as Administrative Agent, the Lenders from time to time party thereto and the other parties named therein.

10.4. Third Amendment, dated February 10, 2009 (effective February 24, 2009), to the Amended and Restated Credit Agreement, dated November 4, 2005, among Sierra Pacific Power Company, Wachovia Bank, National Association, as Administrative Agent, the Lenders from time to time party thereto and the other parties named therein.

(12)    NV Energy, Inc.:

12.1   Statement regarding computation of Ratios of Earnings to Fixed Charges.

          Nevada Power Company:

12.2   Statement regarding computation of Ratios of Earnings to Fixed Charges.

          Sierra Pacific Power Company:

12.3   Statement regarding computation of Ratios of Earnings to Fixed Charges.

(31)    NV Energy, Inc., Nevada Power Company and Sierra Pacific Power Company

31.1  Certification of Chief Executive Officer of NV Energy, Inc. Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2  Annual Certification of Chief Executive Officer of Nevada Power Company Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.3  Certification of Chief Executive Officer of Sierra Pacific Power Company Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.4  Certification of Chief Financial Officer of NV Energy, Inc. Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.5  Certification of Chief Financial Officer of Nevada Power Company Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.6  Certification of Chief Financial Officer of Sierra Pacific Power Company Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

(32)    NV Energy, Inc., Nevada Power Company and Sierra Pacific Power Company

32.1  Certification of Chief Executive Officer of NV Energy, Inc. Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2  Certification of Chief Executive Officer of Nevada Power Company Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.3  Certification of Chief Executive Officer of Sierra Pacific Power Company Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.4  Certification of Chief Financial Officer of NV Energy, Inc. Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.5  Certification of Chief Financial Officer of Nevada Power Company Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.6  Certification of Chief Financial Officer of Sierra Pacific Power Company Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

55

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 thereunto duly authorized.

	Sierra Pacific Resources d/b/a NV Energy
	(Registrant)
Date: May 4, 2009	By:	/s/ William D. Rogers
		William D. Rogers
		Chief Financial Officer
		(Principal Financial Officer)
Date: May 4, 2009	By:	/s/ E. Kevin Bethel
		E. Kevin Bethel
		Chief Accounting Officer
		(Principal Accounting Officer)
	Nevada Power Company d/b/a NV Energy
	(Registrant)
Date: May 4, 2009	By:	/s/ William D. Rogers
		William D. Rogers
		Chief Financial Officer
		(Principal Financial Officer)
Date: May 4, 2009	By:	/s/ E. Kevin Bethel
		E. Kevin Bethel
		Chief Accounting Officer
		(Principal Accounting Officer)
	Sierra Pacific Power Company d/b/a NV Energy
	(Registrant)
Date: May 4, 2009	By:	/s/ William D. Rogers
		William D. Rogers
		Chief Financial Officer
		(Principal Financial Officer)
Date: May 4, 2009	By:	/s/ E. Kevin Bethel
		E. Kevin Bethel
		Chief Accounting Officer
		(Principal Accounting Officer)

56

EX-3.1

EXHIBIT 3.1

RESTATED

ARTICLES OF INCORPORATION

OF

NV ENERGY, INC.

(Effective Date:  December 23, 2008)

History of Changes

Original Articles Filed December 12, 1983

Amended-Restated Articles on July 11, 1985 and Filed August 14, 1985

Amended-Restated Articles on May 18, 1987 and Filed October 23, 1987

Amended-Restated Articles on May 16, 1989 and Filed May 22, 1989

Amended-Restated Articles on May 21, 1990 and Filed October 5, 1990

Amended in Articles of Merger Filed on July 28, 1999

Amendment to Restated Articles Filed May 24, 2006

Amendment to Restated Articles Filed November 19, 2008

Amended and Restated Articles Filed December 23, 2008

Certificate of Amendment Filed May 1, 2009

1

RESTATED ARTICLES OF INCORPORATION

OF

NV ENERGY, INC.

ARTICLE I

NAME

 The name of the corporation shall be NV Energy, Inc.

ARTICLE II

PRINCIPAL PLACE OF BUSINESS

 The Corporation’s principal office or place of business in the State of Nevada shall be at such location as may be from time to time designated by the Board of Directors. The Corporation may maintain an office or offices in such other locations within or without the State of Nevada as may be from time to time designated by the Board of Directors or pursuant to the By-laws of the Corporation, and the Corporation may conduct all Corporation business of every kind and nature relative to the purposes of the Corporation, including the holding of meetings of directors and stockholders, outside the State of Nevada as well as in the State of Nevada.

ARTICLE III

PURPOSE

 The purpose for which the Corporation is organized is to transact any or all lawful business for which corporations may be incorporated under the Nevada Revised Statutes, Chapter 78.

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ARTICLE IV

TERM OF EXISTENCE

 The Corporation shall have a perpetual existence.

ARTICLE V

CAPITAL STOCK AND AMENDMENTS TO

ARTICLES OF INCORPORATION

Authorized Capital Stock

Section 1:

 The amount of the total authorized capital stock of the Corporation is three hundred fifty million (350,000,000) shares of common stock of $1.00 par value.  Said shares may be issued by the Corporation from time to time for such consideration as may be fixed from time to time by the Board of Directors.

Voting Rights

Section 2:

 The holders of common stock shall exclusively possess full voting rights for the election of directors and for all other purposes.  Each holder of record of shares of common stock entitled to vote at any meeting of stockholders shall, as to all matters in respect of which such stock has voting power, be entitled, except as otherwise provided herein or in the By-Laws of the Corporation, to one vote for each share of such stock held and owned by him, as shown by the stock books of the Corporation, and may cast such vote in person or by proxy.

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Preemptive Rights

Section 3:

 No holder of any stock, or of rights or options to purchase stock of the Corporation of any class, now or hereafter authorized, shall have any preferential or preemptive right to purchase or subscribe for any part of any stock of the Corporation, now or hereafter authorized or any bonds, certificates of indebtedness, debentures, options, warrants or other securities convertible into or evidencing the right to purchase stock of the Corporation, but any such stock or securities convertible into or evidencing the right to purchase stock may at any time be issued and disposed of by the Board of Directors to such purchasers, in such manner, for such lawful consideration and upon such terms as the Board of Directors may, in its discretion, determine without offering any thereof on the same terms or on any terms to all or any stockholders, as such, of the Corporation.

Scrip Certificates

Section 4:

 No certificates for fractional shares of any class of stock shall be issued.  In lieu thereof, scrip certificates or other evidences of ownership of fractional interests in shares of the stock of the Corporation may be issued by the Corporation representing rights to such fractional shares and exchangeable, when accompanied by other certificates in such amount as to represent in the aggregate one or more full shares of stock, for certificates for full shares of stock.  The holders of scrip certificates or other evidences of ownership of fractional interests in shares of stock of the Corporation will not be entitled to any rights as stockholders of the Corporation until the scrip certificates are so exchanged.  Such scrip certificates may, at the election of the Board of Directors of the Corporation, be in bearer form, shall be non-dividend bearing, non-voting and shall have such expiration date as the Board of Directors of the Corporation shall determine at the time of the authorization or issuance of such scrip certificates.

4

Amendments of Articles of Incorporation

Section 5:

 The provisions of the Articles of Incorporation, except as expressly otherwise herein provided or otherwise required by law, may be amended or altered by a vote of the holders of a majority of the common stock of the Corporation then issued, outstanding and entitled to vote.

ARTICLE VI

BOARD OF DIRECTORS

 The members of the governing board of the Corporation shall be known as Directors, and the number of Directors shall be as fixed in the By-Laws and may, from time to time, be increased or decreased by a two-thirds (2/3) affirmative vote of the entire Board of Directors provided that the number shall not be increased to more than fifteen (15). Directors need not be stockholders of the Corporation; however, they shall be at least twenty-one (21) years of age and at least a majority of them shall be citizens of the United States.

5

 The Board of Directors of this Corporation shall not be classified in respect of the time for which they shall hold office. Commencing with the 2010 Annual Meeting of the Stockholders, the Directors of this Corporation shall be elected at each Annual Meeting of the Stockholders for a one-year term expiring at the next Annual Meeting of the Stockholders; provided that any Director who was elected prior to the 2010 Annual Meeting of the Stockholders for a term that extends until after the 2010 Annual Meeting of the Stockholders shall not be required to stand for election, and shall continue as a Director, until the Annual Meeting at which the Director’s term expires.

 A Director or Directors may be removed from office only by the vote of stockholders representing not less than two-thirds (2/3) of the issued and outstanding capital stock entitled to vote generally in the election of Directors.

 Vacancies occurring in the Board of Directors for any reason, including any newly created directorships resulting from an increase in the number of Directors, shall be filled by the affirmative vote of a majority of the remaining Directors, though less than a quorum. Each Director so chosen shall hold office until the expiration of the term of Director, if any, whom he or she has been chosen to succeed, or if none, until the next Annual Meeting of the Stockholders and until his or her successor shall be duly elected and qualified or until his or her earlier death, resignation or removal.

 Notwithstanding any other provisions of these Articles of Incorporation or the By-Laws of the Corporation (and notwithstanding the fact that a lesser percentage may be specified by law, these Articles of Incorporation or the By-Laws of the Corporation), the affirmative vote of the holders of sixty-six and two-thirds percent (66 2/3%) or more of the Common Stock of the Corporation then issued, outstanding and entitled to vote, shall be required to amend or repeal, or adopt any provisions inconsistent with, this Article VI, unless two-thirds (2/3) of the entire Board of Directors approves any such amendment, in which case, the affirmative vote of the holders of a majority of the Common Stock of the Corporation then issued, outstanding and entitled to vote shall be required.

6

ARTICLE VII

STOCK NON-ASSESSABLE

 The capital stock, after the amount of the subscription price, or par value, has been paid in, shall not be subject to assessment to pay the debts of the Corporation.

ARTICLE VIII

FAIR PRICE PROVISIONS

Section 1:

 (A)  In addition to any affirmative vote required by law or these Articles of Incorporation, and except as otherwise expressly provided in paragraph 2 of this Article VIII:

(i)  any merger or consolidation of the Corporation or any Subsidiary (as hereinafter defined) with (a) any Interested Stockholder (as hereinafter defined) or (b) any other corporation (whether or not itself an Interested Stockholder) which is, or after such merger or consolidation would be, an Affiliate (as hereinafter defined) of an Interested Stockholder; or

7

(ii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions) to or with any Interested Stockholder of any assets of the Corporation or any Subsidiary having an aggregate Fair Market Value (as hereinafter defined) of $1,000,000 or more; or

               (iii)  the issuance or transfer by the Corporation or any Subsidiary (in one transaction or a series of transactions) of any securities of the Corporation or any Subsidiary to any Interested Stockholder or any Affiliate of any Interested Stockholder in exchange for cash, securities or other property (or a combination thereof) having any aggregate Fair Market Value of $1,000,000 or more; or

(iv) the adoption of any plan or proposal for the liquidation or dissolution of the Corporation proposed by or on behalf of an Interested Stockholder or any Affiliate of any Interested Stockholder; or

(v)  any reclassification of securities (including any reverse stock split), or recapitalization of the Corporation, or any merger or consolidation of the Corporation with any of its Subsidiaries or any other transaction (whether or not with or into or otherwise involving an Interested Stockholder) which has the effect, directly or indirectly, of increasing the proportionate share of the outstanding shares of any class of equity or convertible securities of the Corporation of any Subsidiary which is directly or indirectly owned by any Interested Stockholder or any Affiliate of any Interested Stockholder; shall require the affirmative vote of the holders of at least sixty-six and two-thirds percent (66 2/3%) of the then outstanding shares of common stock of the Corporation authorized to be issued from time to time under Article V of these Articles of Incorporation (the "Common Stock").  Such affirmative vote shall be required notwithstanding the fact that no vote may be required, or that a lesser percentage may be specified, by law or in any agreement with any national securities exchange or otherwise.

8

(B)   The term "Business Combination" as used in this Article VIII shall mean any transaction which is referred to in any one or more of clauses (i) through (v) of subparagraph (A) of this paragraph 1.

Section 2:

 The provisions of paragraph 1 of this Article VIII shall not be applicable to any particular Business Combination, and such Business Combination shall require only such affirmative vote as is required by law and any other provision of these Articles of Incorporation, if all of the conditions specified in either of the following subparagraphs (A) or (B) are met:

 (A)  The Business Combination shall have been approved by a majority of the Continuing Directors (as hereinafter defined); provided, however, that such approval shall only be effectdive if obtained at a meeting at which a Continuing Director Quorum (as hereinafter defined) is present, or

 (B)           All of the following conditions have been met:

9

(i) The aggregate amount of (x) cash and (y) Fair Market Value as of the date of the consummation of the Business Combination of consideration other than cash, to be received per share by holders of the Corporation's Common Stock in such Business Combination transaction shall be at least equal to the highest amount determined under sub-clauses (a), (b) and (c) below:

(a) (if applicable) the highest per share price (including any brokerage commissions, transfer taxes and soliciting dealers' fees) paid by the Interested Stockholders for any share of Common Stock acquired by it (1) within the two-year period immediately prior to the first public announcement of the proposal of the Business Combination (the "Announcement Date") or (2) in the transaction in which it became an Interested Stockholder, whichever is higher;

(b) the Fair Market Value per share of Common Stock on the Announcement Date or on the date on which the Interested Stockholder became an Interested Stockholder (such latter date is referred to in this Article VIII as the "Determination Date"), whichever is higher; and

(c) (if applicable) the price per share equal to the Fair Market Value per share of Common Stock determined pursuant to subparagraph (B)(i)(b) above, multiplied by the ratio of (1) the highest per share price (including any brokerage commissions, transfer taxes and soliciting dealers' fees) paid by the Interested Stockholder for any shares of Common Stock acquired by it within the two-year period immediately prior to the Announcement Date to (2) the Fair Market Value per share of Common Stock on the first day in such two-year period in which the Interested Stockholder acquired any shares of Common Stock.

(ii) After such Interested Stockholder has become an Interested Stockholder and prior to the consummation of such Business Combination: (a) except as approved by a majority of the Continuing Directors, there shall have been no failure to declare and pay at the regular date therefor any full quarterly dividends (whether or not cumulative) on any stock of the Corporation having preferential dividend rights; (b) there shall have been (1) no reduction in the annual rate of dividends paid on the Common Stock (except as necessary to reflect any subdivision of the Common Stock), except as approved by a majority of the Continuing Directors, and (2) an increase in such annual rate of dividends as necessary to reflect any reclassification (including any reverse stock split), recapitalization, reorganization or any similar transaction which has the effect of reducing the number of outstanding shares of the Common Stock, unless the failure so to increase such annual rate is approved by a majority of the Continuing Directors; and (c) such Interested Stockholder shall not have become the beneficial owner of any additional shares of Common Stock except as part of the transaction which results in such Interested Stockholder becoming an Interested Stockholder.  The approval by a majority of the Continuing Directors of an exception to the requirements set forth in clauses (a) and (b) above shall only be effective if obtained at a meeting at which a Continuing Director Quorum is present.

(iii) After such Interested Stockholder has become an Interested Stockholder, such Interested Stockholder shall not have received the benefit, directly or indirectly (except proportionately as a stockholder) of any loans, advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantages provided by the Corporation, whether in anticipation of or in connection with such Business Combination or otherwise.

(iv) A proxy or information statement describing the proposed Business Combination and complying with the requirements of the Securities Exchange Act of 1934 and the rules and regulations thereunder (or any subsequent provisions replacing such Act, rules or regulations) shall be mailed to public stockholders of the Corporation at least 30 days prior to the consummation of such Business Combination (whether or not such proxy or information statement is required to be mailed pursuant to such Act or subsequent provisions).

10

Section 3:

For the purpose of this Article VIII

(A)           The term “person” shall mean any individual, firm, corporation, or other entity.

(B)           The term “Interested Stockholder” shall mean any person (other than the Corporation or any Subsidiary and other than any profit-sharing, employee stock ownership, or other employee benefit plan of the Corporation or any Subsidiary or any trustee or fiduciary with respect to any such plan when acting in such capacity) who or which:

(i)           is the beneficial owner (as hereinafter defined) of more than ten percent (10%) of the Common Stock; or

(ii)           is an Affiliate (as hereinafter defined) of the Corporation and at any time within the two-year period immediately prior to the date in question was the beneficial owner of ten percent (10%) or more of the Common Stock; or

(iii)           is an assignee of or has otherwise succeeded to any shares of Common Stock which were at any time within the two-year period immediately prior to the date in question beneficially owned by any Interested Stockholder, if such assignment or succession shall have occurred in the course of a transaction or series of transactions not involving a public offering within the meaning of the Securities Act of 1933.

(C)           A person shall be a “beneficial owner” of any Common Stock:

(i)           which such persons or any of its Affiliates or Associates (as hereinafter defined) beneficially owns, directly or indirectly; or

11

(ii)           which such person or any of its Affiliates or Associates has, directly or indirectly, (a) the right to acquire (whether such right is exercisable immediately or only after the passage of time), pursuant to any agreement, arrangement, or understanding, or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise, or (b) the right to vote pursuant to any agreement, arrangement or understanding; or

(iii)           which is beneficially owned, directly or indirectly, by any other person with which such person or any of its Affiliates or Associates has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of any shares of Common Stock.

(D)           For purposes of determining whether a person is an Interested Stockholder pursuant to subparagraph (B) of this paragraph 3, the number of shares of Common Stock deemed to be outstanding shall include shares deemed owned through application of subparagraph (C) of this paragraph 3 but shall not include any other shares of Common Stock which may be issuable pursuant to any agreement, arrangement or understanding, or upon exercise of conversion rights, warrants or options, or otherwise.

(E)           The term “Affiliate” or “Associate” shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as in effect on April 1, 1985, or amendments thereto.

(F)           The term “Subsidiary” means any corporation of which a majority of any class of equity security is owned, directly or indirectly, by the Corporation, provided, however, that for the purposes of the definition of Interested Stockholder set forth in subparagraph (B) of this paragraph 3, the term “Subsidiary” shall mean only a corporation of which a majority of each class of equity security is owned, directly or indirectly, by the Corporation.

12

(G)           The term “Continuing Director” means any member of the Board of Directors of the Corporation (the “Board”) who is unaffiliated with the Interested Stockholder and was a member of the Board prior to the time that the Interested Stockholder became an Interested Stockholder, and any successor of a Continuing Director who is unaffiliated with the Interested Stockholder and is recommended to succeed a Continuing Director by a majority of Continuing Directors, provided that such recommendation or election shall only be effective if made at a meeting at which a Continuing Director Quorum is present.

(H)           The term “Continuing Director Quorum” means six Continuing Directors capable of exercising the powers conferred upon them under the provisions of the Articles of Incorporation or By-Laws of the Corporation or by law.

(I)           The term “Fair Market Value” means:  (1) in the case of stock, the highest closing sale price during the 30-day period immediately preceding the date in question of a share of such stock on the Composite Tape for New York Stock Exchange-Listed Stocks, or, if such stock is not quoted on the Composite Tape, on the New York Stock Exchange, or, if such stock is not listed on such Exchange, on the principal United States securities exchange registered under the Securities Exchange Act of 1934 on which such stock is listed, or, if such stock is not listed on any such exchange, the highest closing bid quotation with respect to a share of such stock during the 30-day period preceding the date in question on the National Association of Securities Dealers, Inc., Automated Quotations System or any system then in use, or if no such quotations are available, the fair market value on the date in question of such stock as determined by the Board in good faith, and (ii) in the case of the property other than cash or stock, the fair market value of such property on the date in question as determined in good faith by a majority of Continuing Directors, provided that such determination shall only be effective if made at a meeting at which a Continuing Director Quorum is present.

13

(J)           In the event of any Business Combination in which the Corporation survives, the phrase “other consideration to be received” as used in subparagraphs (B)(i) and (ii) of paragraph 2 of this Article VIII shall include the shares of Common Stock retained by the holders of such shares.

Section 4:

 Nothing contained in this Article VIII shall be construed to relieve any Interested Stockholder from any fiduciary obligation imposed by law.

Section 5:

 Notwithstanding any other provisions of these Articles of Incorporation or the By-Laws of the Corporation (and notwithstanding the fact that a lesser percentage may be specified by law, these Articles of Incorporation or the By-Laws of the Corporation), the affirmative vote of the holders of sixty-six and two-thirds percent (66 2/3%) or more of the shares of Common Stock shall be required to amend or repeal, or adopt any provisions inconsistent with this Article VIII.

ARTICLE IX

SPECIAL PROVISIONS

Section 1:

 The private property of the stockholders, directors, or officers shall not be subject to the payment of any corporate debts to any extent whatsoever.

Section 2:

 (A)           To the fullest extent that the laws of the State of Nevada, as in effect on March 18, 1987, or as thereafter amended, permit elimination or limitation of the liability of directors and officers, no Director, officer, employee, fiduciary or authorized representative of the Company shall be personally liable for monetary damages as such for any action taken, or any failure to take any action, as a Director, officer or other representative capacity.

 (B)           This Article shall not apply to any action filed prior to March 18, 1987, nor to any breach of performance or failure of performance of duty by a Director, officer, employee, fiduciary, or authorized representative occurring prior to March, 1987.  Any amendment or repeal of this Article which has the effect of increasing Director liability shall operate prospectively only, and shall not affect any action taken, or any failure to act, prior to its adoption.

14

Section 3:

 (A)           Right to Indemnification.  Except as prohibited by law, every director and officer of the company shall be entitled as a matter of right to be indemnified by the company against reasonable expense and any liability paid or incurred by such person in connection with any actual or threatened claim, action, suit or proceeding, civil, criminal, administrative, investigative or other, whether brought by or in the right of the company or otherwise, in which he or she may be involved, as a party or otherwise, by reason of such person being or having been a Director or officer of the company or by reason of the fact that such person is or was serving at the request of the company as a Director, officer, employee, fiduciary or other representative of the Corporation or another corporation, partnership, joint venture, trust, employee benefit plan or other entity (such claim, action, suit, or proceeding hereinafter being referred to as “action”); provided, however, that no such right of indemnification shall exist with respect to an action brought by a director or officer against the company (other than a suit for indemnification as provided in paragraph (B)).  Such indemnification shall include the right to have expenses incurred by such person in connection with an action paid in advance by the company prior to final disposition of such action, subject to such conditions as may be prescribed by law.  As used herein, “expense” shall include fees and expenses of counsel selected by such person; and “liability” shall include amounts of judgments, excise taxes, fines and penalties, and amounts paid in settlement.

 (B)           Right of Claimant to Bring Suit.  If a claim under paragraph (A) of this Section is not paid in full by the company within thirty days after a written claim has been received by the company, the claimant may at any time thereafter bring suit against the company to recover the unpaid amount of the claim, and, if successful in whole or in part, the claimant shall also be entitled to be paid the expense of prosecuting such claim.  It shall be a defense to any such action that the conduct of the claimant was such that under Nevada law the company would be prohibited from indemnifying the claimant for the amount claimed, but the burden of proving such defense shall be on the company.  Neither the failure of the company (including its Board of Directors, independent legal counsel and its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because the conduct of the claimant was not such that indemnification would be prohibited by law, nor an actual determination by the company (including the Board of Directors, independent legal counsel, or its stockholders) that the conduct of the claimant was such that indemnification would be prohibited by law, shall be a defense to the action or create a presumption that the conduct of the claimant was such that indemnification would be prohibited by law.

15

 (C)           Insurance and Funding.  The Company may purchase and maintain insurance to protect itself and any person eligible to be indemnified hereunder against any liability or expense asserted or incurred by such person in connection with any action, whether or not the company would have the power to indemnify such person against such liability or expense by law or under the provisions of this Section 3.  The company may make other financial arrangements which include a trust fund, program of self-insurance, grant a security interest or other lien on any assets of the corporation, establish a letter of credit, guaranty or surety as set forth in 1987 Statutes of Nevada, Chapter 28 to ensure the payment of such sums as may become necessary to effect indemnification as provided herein.

 (D)           Non-Exclusive; Nature and Extent of Rights.  The right of indemnification provided for herein (1) shall not be deemed exclusive of any other rights, whether now existing or hereafter created, to which those seeking indemnification hereunder may be entitled under any agreement, by-law or article provision, vote of stockholders or directors or otherwise, (2) shall be deemed to create contractual rights in favor of persons entitled to indemnification hereunder, (3) shall continue as to persons who have ceased to have the status pursuant to which they were entitled or were denominated as entitled to indemnification hereunder and shall inure to the benefit of the heirs and legal representatives of persons entitled to indemnification hereunder and (4) shall be applicable to actions, suits or proceedings commenced after the adoption hereof, whether arising from acts or omissions occurring before or after the adoption hereof.  The right of indemnification provided for herein may not be amended, modified or repealed so as to limit in any way the indemnification provided for herein with respect to any acts or omissions occurring prior to the adoption of any such amendment or repeal.

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Section 4:

 In furtherance, and not in limitation, of the powers conferred by statute, the Board of Directors, by majority vote of those present at any called meeting, is expressly authorized:

 (A)           To hold its meetings, to have one or more offices, and to keep the books of the Corporation, except as may be otherwise specifically required by the laws of the State of Nevada, within or without the State of Nevada, at such places as may be from time to time designated by it.

 (B)           To determine from time to time whether, and if allowed under what conditions and regulations, the accounts and books of the Corporation (other than the books required by law to be kept at the principal office of the Corporation in Nevada), or any of them, shall be open to inspection of the stockholders, and the stockholders’ rights in this respect are and shall be restricted or limited accordingly.

 (C)           To make, alter, amend and rescind the By-Laws of the Corporation, to fix the amount to be reserved as working capital, to fix the times for the declaration and payment of dividends, and to authorize and cause to be executed mortgages and liens upon the real and personal property of the Corporation.

 (D)           To designate from its number an executive committee, which, to the extent provided by the By-Laws of the Corporation or by resolution of the Board of Directors, shall have and may exercise in the intervals between meetings of the Board of Directors, the powers thereof which may lawfully be delegated in respect of the management of the business and the affairs of the Corporation, and shall have power to authorize the seal of the Corporation to be affixed to such papers as may require it.  The Board of Directors may also, in its discretion, designate from its number a finance committee and delegate thereto such of the powers of the Board of Directors as may be lawfully delegated, to be exercised when the Board is not in session.

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ARTICLE X

OTHER CONSTITUENCIES PROVISIONS

In taking action, including (but not limited to) action which may involve or relate to a change or potential change in the control of the Corporation, the Board of Directors of the Corporation shall be entitled to consider, without limitation, (1) both the long-term and the short-term interests of the Corporation and its stockholders and (2) the effects that the Corporation’s actions may have in the short-term or in the long-term upon any of the following:  (i) the prospects for potential growth, development, productivity, and profitability of the Corporation; (ii) the Corporation’s current employees; (iii) the Corporation’s creditors; and (iv) the ability of the Corporation to provide, as a going concern, goods, services, employment opportunities and employment benefits and otherwise to contribute to the communities in which it does business and to serve the public interest.  Nothing in this paragraph shall create any duties owed by any Director to any person or entity to consider or afford any particular weight to any of the foregoing.  For purposes of this paragraph, “control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of the Corporation, whether through the ownership of voting stock, by contract or other.

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EX-3.2

EXHIBIT 3.2

BY-LAWS

OF

NV ENERGY, INC.

          (Amended:    January 15, 1985)

          (Amended:    May 20, 1985)

          (Amended:    June 30, 1988)

          (Amended:    October 2, 1989)

          (Amended:    November 27, 1989)

          (Amended:    January 11, 1990)

          (Amended:    June 22, 1990)

          (Amended:    October 4, 1990)

          (Amended:    May 20, 1991)

          (Amended:    May 18, 1992)

          (Amended:    October 5, 1992)

          (Amended:    December 7, 1993)

          (Amended:    January 5, 1994)

          (Amended:    March 30, 1994)

          (Amended:    May 16, 1994)

          (Amended:    June 24, 1994)

          (Amended:    March 21, 1995)

          (Amended:    November 13, 1996)

          (Amended:    February 25, 2000)

          (Amended:    August 14, 2002)

          (Amended:    May 3, 2005)

          (Amended:    May 6, 2008)

          (Amended:    October 31, 2008)

          (Amended:    May 1, 2009)

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ARTICLE I

NAME

 The name of the Corporation (hereinafter referred to as this Corporation) shall be as set forth in the Articles of Incorporation or in any lawful amendments thereto from time to time.

ARTICLE II

STOCKHOLDERS' MEETINGS

 All meetings of the stockholders shall be held at the principal office of the Corporation in the State of Nevada unless some other place within or without the State of Nevada is stated in the call.  No stockholder action required to be taken or which may be taken at any annual or special meeting of stockholders of the Corporation may be taken without a meeting, and the power of stockholders to consent in writing without a meeting to the taking of any action is specifically denied.

ARTICLE III

ANNUAL STOCKHOLDERS' MEETINGS

 The Annual Meeting of the Stockholders of the Corporation shall be held at such time and place as directed or selected by a majority of the Board of Directors.

ARTICLE IV

SPECIAL STOCKHOLDERS' MEETINGS

 Special meetings of the stockholders of the Corporation for any purpose or purposes permitted by law may be called at any time by a majority of the Board of Directors or by the Chairman of the Board or the President of the Corporation.  Such special meetings may not be called by any other person or persons or in any other manner.

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ARTICLE V

NOTICE OF STOCKHOLDERS' MEETINGS

 Notice stating the place, day and hour of all stockholders' meetings and the purpose or purposes for which such meetings are called, shall be given by the President or a Vice President or the Secretary or an Assistant Secretary not less than ten (10) nor more than sixty (60) days prior to the date of the meeting to each stockholder entitled to vote thereat by leaving such notice with him at his residence or usual place of business, or by mailing it, postage prepaid, addressed to such stockholder at his address as it appears upon the books of this Corporation, and to the Chairman of the Board at the Corporation's main office, the person giving such notice shall make affidavit in relation thereto.

ARTICLE VI

QUORUM AT STOCKHOLDERS' MEETINGS

 Except as otherwise provided by law, at any meeting of the stockholders, a majority of the voting power of the shares of capital stock issued and outstanding and entitled to vote represented by such stockholders of record in person or by proxy, shall constitute a quorum, but a less interest may adjourn any meeting sine die or adjourn any meeting from time to time and the meeting may be held as adjourned without further notice.  When a quorum is present at any meeting, a majority of the voting power of the stock entitled to vote represented there, it shall decide any question brought before such meeting, unless the question is one upon which by express provision of law, or of the Articles of Incorporation, or of these By-Laws a larger or different vote is required, in which case such express provision shall govern and control the decision of such question.

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ARTICLE VII

PROXY AND VOTING

 Stockholders of record entitled to vote may vote at any meeting either in person, by proxy in writing, by electronic vote, or by telephonic vote, based on procedures as may be established by the Board from time to time, which proxies shall be filed with the Secretary of the meeting before being voted.  Such proxies shall entitle the holders thereof to vote at any adjournment of such meeting, but shall not be valid after the final adjournment thereof.  No proxy shall be valid after the expiration of six (6) months from the date of its execution unless the stockholder specifies therein the length of time for which it is to continue in force, which in no case shall exceed seven (7) years from the date of its execution.  Stockholders entitled to vote shall be entitled to the voting rights as provided in the Articles of Incorporation.

ARTICLE VIII

BOARD OF DIRECTORS

 The number of Directors of the Corporation shall be fixed from time to time by a  two-thirds (2/3) affirmative vote of the entire Board of Directors, but in any event shall not be more than fifteen (15) nor less than three (3).  The Board of Directors shall have authority to fix the compensation of Directors for regular or special services rendered.  The members of the Board of Directors shall be elected and serve for such terms of office as are provided in Article VI of the Corporation's Articles of Incorporation, and each Director shall serve until his or her successor is duly elected and qualified of until his or her earlier death, resignation or removal.

 Newly created directorships resulting from an increase in number of Directors and vacancies occurring in the Board of Directors for any reason shall be filled in the manner specified in Article VI of the Corporation's Articles of Incorporation.

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ARTICLE IX

POWERS OF DIRECTORS

 The Board of Directors shall have the entire management of the business of this Corporation.  In the management and control of the property, business and affairs of this Corporation, the Board of Directors is hereby vested with all the powers possessed by this Corporation itself, so far as this delegation of authority is not inconsistent with the laws of the State of Nevada, with the Articles of Incorporation or with these By-Laws.  Except as otherwise provided by law, the Board of Directors shall have power to determine what constitutes net earnings, profits and surplus, respectively, what amount shall be reserved for working capital and for any other purposes, and what amount shall be declared as dividends, and such determination by the Board of Directors shall be final and conclusive.

ARTICLE X

COMPENSATION OF DIRECTORS AND OTHERS

 Directors may be compensated for their services on an annual basis and/or they may receive a fixed sum plus expenses of attendance, if any, for attendance at each regular or special meeting of the Board, such compensation or fixed sum to be fixed from time to time by resolution of the Board of Directors, provided that nothing herein contained shall be construed to preclude any director from serving this Corporation in any other capacity and receiving compensation therefor.  Members of special or standing committees may receive like compensation for their services on an annual basis and/or fixed sum for attendance at each committee meeting.  Any compensation so fixed and determined by the Board of Directors shall be subject to revision or amendment by the stockholders.

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ARTICLE XI

EXECUTIVE AND OTHER COMMITTEES

 The Board of Directors may, by resolution or vote passed by a majority of the whole Board, designate from their number an Executive Committee of not less than three (3) nor more than a majority of the members of the whole Board as at the time constituted, which Committee shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of this Corporation when the Board is not in session.  The Executive Committee may make rules for the notice, holding and conduct of its meetings and keeping of the records thereof.  The Executive Committee shall serve until the first Directors' meeting following the next Annual Stockholders' Meeting, and until their successors shall be designated and shall qualify, and, a majority of the members of said Committee shall constitute a quorum for the transaction of business.

 The Board of Directors shall, by resolution or vote passed by a majority of the whole Board, designate from their members who are not employees of the Corporation, and designate a representative from the Board of Directors of the Corporation's wholly-owned subsidiaries, who is not an employee, to serve on an Audit Committee.  The Audit Committee shall not be less than three (3) nor more than a majority of the whole Board at the time constituted, to nominate auditors for the annual audit of the Corporation's books and records, to develop the scope of the audit program, to discuss the results of such audits with the audit firm, and to take any other action they may deem necessary or advisable in carrying out the work of the Audit Committee.  The Audit Committee shall serve until their successors shall be designated and shall qualify, and, a majority of the members of the Audit Committee shall constitute a quorum for the transaction of business.

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 The Board of Directors shall, by resolution or vote passed by a majority of the whole Board, designate from their number members to serve on a Compensation and Organization Committee, the Compensation and Organization Committee shall not be less than three (3), nor more than the entire group of directors of the Corporation who are not employees of the Corporation; provided, however, that no more than one (1) member of the Compensation and Organization Committee may be a Board member who is also an employee of the Corporation or its wholly-owned subsidiaries.  The Compensation and Organization Committee shall have such duties and responsibilities as the whole Board shall from time to time direct; provided, however, that the Compensation and Organization Committee shall have the duties and responsibilities at least to review and approve the programs, policies and organizational structure of the Corporation, to recommend the personnel required by the Corporation to conduct its affairs, to receive nominations to the Board of Directors (which nominations will be reviewed with the whole Board and presented to the shareholders for election or re-election as positions are available or as terms of office expire), and to consider and recommend to the whole Board the appropriate number and appropriate members to serve on the various committees of the Board.  The Compensation and Organization Committee shall serve until their successors shall be designated and shall qualify, and a majority of the members of the Compensation and Organization Committee shall constitute a quorum for the transaction of business.

 The Board of Directors of this Corporation may also appoint other committees from time to time, membership composition and numbers on such committees, inclusive of representatives of Board of Directors from the wholly-owned subsidiaries, and committee powers conferred upon the same to be determined by resolution or vote of the Board of Directors of this Corporation.

ARTICLE XII

DIRECTORS' MEETINGS

 Regular meetings of the Board of Directors shall be held at such places within or without the State of Nevada and at such times as the Board by resolution or vote may determine from time to time, and if so determined no notice thereof need be given.  Special meetings of the Board of Directors may be held at any time or place within or without the State of Nevada whenever called by the Chairman of the Board, the President, a Vice President, a Secretary, an Assistant Secretary or two or more Directors, notice thereof being given to each Director by the Secretary, an Assistant Secretary or officer calling the meeting, or at any time without formal notice provided all the Directors are present or those not present waive notice thereof.  Notice of Special meetings, stating the time and place thereof, shall be given by mailing the same to each Director at his residence or business address at least two days before the meeting, unless, in case of exigency, the President or in his absence the Secretary shall prescribe a shorter notice to be given personally or by telephoning or telegraphing each Director at his residence or business address.  Such Special meetings shall be held at such times and places as the notices thereof or waiver shall specify.

7

 Meetings of the Board of Directors may be conducted by means of a conference telephone network or a similar communications method by which all persons participating in the meeting can hear each other.  The minutes of such meeting shall be submitted to the Board of Directors, for approval, at a subsequent meeting.

 Unless otherwise restricted by the Articles of Incorporation or these By-Laws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if a written consent thereto is signed by all the members of the Board of Directors or of such committee.  Such written consent shall be filed with the minutes of meetings of the Board or Committee.

ARTICLE XIII

QUORUM AT DIRECTORS' MEETING

 Except as otherwise provided by law, by the Articles of Incorporation, or by these By-Laws, a majority of the members of the Board of Directors shall constitute a quorum for the transaction of business, but a lesser number may adjourn any meeting from time to time, and the meeting may be held as adjourned without further notice.  When a quorum is present at any meeting, a majority of the members present shall decide any question brought before such meeting.

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ARTICLE XIV

WAIVER OF NOTICE

 Whenever any notice whatever of any meeting of the stockholders, Board of Directors or any committee is required to be given by these By-Laws or the Articles of Incorporation of this Corporation or any of the laws of the State of Nevada, a waiver thereof in writing, signed by the person or persons entitled to said notice whether before or after the time stated therein, shall be deemed equivalent to such notice so required.  The presence at any meeting of a person or persons entitled to notice thereof shall be deemed a waiver of such notice as to such person or persons.

ARTICLE XV

OFFICERS

 The officers of this Corporation shall be a President, one or more Vice Presidents, a Secretary and a Treasurer.  The Board of Directors at its discretion may elect a Chairman of the Board of Directors.  The Chairman of the Board of Directors, if one is to be elected, the President, the Vice Presidents, the Secretary and the Treasurer shall be elected annually by the Board of Directors after its election by the stockholders and shall hold office until their successors are duly elected and qualified, subject, however, to other provisions contained in these By-Laws, and a meeting of the Directors may be held without notice for this purpose immediately after the annual meeting of the stockholders and at the same place.

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ARTICLE XVI

ELIGIBILITY OF OFFICERS

 Any two or more offices may be held by the same person except the offices of Chairman of the Board of Directors or President and Secretary shall not be held by the same person.

 The Chairman of the Board of Directors and the President may, but need not, be stockholders and shall be Directors of the Corporation.  The Vice Presidents, Secretary, Treasurer and such other officers as may be elected or appointed need not be stockholders or Directors of this Corporation.

ARTICLE XVII

ADDITIONAL OFFICERS AND AGENTS

 The Board of Directors, at its discretion, may appoint one or more Assistant Secretaries and one or more Assistant Treasurers and such other officers or agents as it may deem advisable, and prescribe their duties.  All officers and agents appointed pursuant to this Article may hold office during the pleasure of the Board of Directors.

ARTICLE XVIII

CHAIRMAN OF THE BOARD, CHIEF EXECUTIVE OFFICER AND PRESIDENT

(A)           Chairman of the Board:  The Chairman of the Board, if there be such position, shall, if present, preside at all meetings of shareholders and the Board of Directors.  The Chairman of the Board further shall have such powers and perform such other duties as may be assigned to him from time to time by the Board of Directors.

(B)           Chief Executive Officer:  Subject to the control of the Board of Directors, the Chief Executive Officer shall be the principal and chief managerial officer of the corporation and shall have the general supervision, direction and control of the business and officers of the corporation.  In the absence or inability of the Chairman of the Board of Directors or during the vacancy of the office thereof, the Chief Executive Officer shall preside at meetings of shareholders and the Board of Directors.  The Chief Executive Officer further shall have such other powers and perform such other duties as may be assigned from time to time by the Board of Directors, including, but not limited to, the signing or countersigning of certificates of stocks, bonds, notes, contracts or other instruments of the Corporation.

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(C)           President:  In the absence or inability of the Chief Executive Officer or during any vacancy in the office thereof, the President shall perform all of the duties of the Chief Executive Officer and when so acting shall have all the power of and be subject to all the restrictions upon the Chief Executive Officer.  Unless another officer is elected by the Board to hold the office of Chief Operating Officer, the President shall also be the Chief Operating Officer with such duties as the Board of Directors or the Chief Executive Officer may from time to time prescribe.

ARTICLE XIX

VICE PRESIDENTS

 Except as especially limited by resolution or vote of the Board of Directors, any Vice President shall perform the duties and have the powers of the President during the absence or disability of the President and shall have power to sign all certificates of stock, deeds and contracts of this Corporation.  He shall perform such other duties and have such other powers as the Board of Directors shall designate from time to time.

ARTICLE XX

SECRETARY

 The Secretary shall keep accurate minutes of all meetings of the Board of Directors, the Executive Committee and the Stockholders, shall perform all the duties commonly incident to this office, and shall perform such other duties and have such other powers as the Board of Directors shall from time to time designate.  The Secretary shall have power, together with the Chairman of the Board or the President or a Vice President, to sign certificates of stock of this Corporation.  In his absence, an Assistant Secretary or Secretary pro tempore shall perform his duties.

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ARTICLE XXI

TREASURER

 The Treasurer, subject to the order of the Board of Directors, shall have the care and custody of the money, funds, valuable papers and documents of this Corporation (other than his own bond which shall be in the custody of the President) and shall have and exercise, under the supervision of the Board of Directors, all the powers and duties commonly incident to his office, and shall give bond in such form and with such sureties as may be required by the Board of Directors.

 He shall deposit all funds of this Corporation in such bank or banks, trust company or trust companies or with such firm or firms doing banking businesses as the Directors shall designate or approve.  He may endorse for deposit or collection all checks, notes, etc., payable to this Corporation or to its order, may accept drafts on behalf of this Corporation and, together with the Chairman of the Board or the President or a Vice President, may sign certificates of stock.  He shall keep accurate books of account of this Corporation's transactions which shall be the property of this Corporation and, together with all its property of this Corporation, shall be subject at all times to the inspection and control of the Board of Directors.

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ARTICLE XXII

RESIGNATIONS AND REMOVALS

 Any Director or officer of this Corporation may resign at any time by giving written notice to the Board of Directors or to the President or to the Secretary of this Corporation, and any member of any committee may resign by giving written notice either as aforesaid or to the committee of which he is a member or to the chairman thereof.  Any such resignation shall take effect at the time specified therein or, if the time be not specified, upon receipt thereof; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
 The stockholders at any meeting called for that purpose may remove any director from office in the manner provided in Article VI of the Articles of Incorporation.  The Board of Directors by the vote of not less than a majority of those present at a duly called meeting, may remove from office any officer, agent or member or members of any committee elected or appointed by it or by the executive committee.

 The Compensation and Organization Committee, at any meeting called for that purpose, or the Chief Executive Officer, or, in his absence, the President of the Company, may immediately suspend from his or her office and the performance of his or her duties any officer of the Company pending any meeting of the Board of Directors called for the purpose of removing an officer of the Corporation.

ARTICLE XXIII

VACANCIES

 If an officer or agent, one or more, becomes vacant by reason of death, resignation, removal, disqualification or otherwise, the Directors may, by majority vote of the Board of Directors choose a successor or successors who shall hold office for the unexpired term.  Vacancies in the Board of Directors shall be filled by the Directors in the manner provided in Article VI of the Articles of Incorporation.

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ARTICLE XXIV

CAPITAL STOCK

 The amount of capital stock shall be as fixed in the Articles of Incorporation or in any lawful amendments thereto from time to time.

ARTICLE XXV

CERTIFICATED AND UNCERTIFICATED SHARES.

 The Board of Directors shall be authorized to issue any of the classes or series of shares of the capital stock of the Corporation with or without certificates. The fact that the shares of capital stock of the Corporation are not represented by certificates shall have no effect on the rights and obligations of stockholders.

 If shares are represented by certificates, the certificate shall be in such form as may be prescribed by the Board of Directors, duly numbered and sealed with the corporate seal of this Corporation and setting forth the number of shares to which each stockholder is entitled. Such certificates shall be signed by the Chairman of the Board or the President, or a Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary. The Board of Directors may also appoint one or more transfer agents and/or registrars for any class or series of its capital stock and may require stock certificates to be countersigned and/or registered by one or more of such transfer agents and/or registrars. If certificates of capital stock of this Corporation are signed by a transfer agent and by a registrar, the signatures thereon of the Chairman of the Board or the President or a Vice President and the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of this Corporation and the seal of this Corporation thereon may be facsimiles, engraved or printed. Any provisions of these By-Laws with reference to the signing and sealing of stock certificates shall include, in cases above permitted, such facsimiles. In case any officer or officers who shall have signed, or whose facsimile signature or signatures shall have been used on, any such certificate or certificates shall cease to be such officer or officers of this Corporation, whether because of death, resignation or otherwise, before such certificate or certificates shall have been delivered by this Corporation, such certificate or certificates may nevertheless be adopted by the Board of Directors of this Corporation and be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures shall have been used thereon had not ceased to be such officer or officers of this Corporation.

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 If shares are not represented by certificates, within a reasonable time following the issue or transfer of such shares, the Corporation shall send the stockholder a written statement of all of the information required to be provided to holders of uncertificated shares pursuant to applicable law.

ARTICLE XXVI

TRANSFER OF STOCK

 Shares of stock evidenced by certificates may be transferred by delivery of the certificate accompanied either by an assignment in writing on the back of the certificate or by a written power of attorney to sell, assign and transfer the same on the books of this Corporation, signed by the person appearing by the certificate to be the owner of the shares represented thereby, and shall be transferable on the books of this Corporation upon surrender thereof so assigned or endorsed. If the Board of Directors determines or has determined that the ownership of such shares of any class or series of the capital stock of the Corporation shall be represented by uncertificated shares, the Corporation need not issue a new certificate but shall provide the stockholder with a written statement of all of the information required to be provided to holders of uncertificated shares pursuant to applicable law.  The person registered on the books of this Corporation as the owner of any shares of stock shall exclusively be entitled, as the owner of such shares, to receive dividends and to vote as such owner in respect thereof. It shall be the duty of every stockholder to notify this Corporation of the stockholder’s address.

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ARTICLE XXVII

TRANSFER BOOKS

 The transfer books of the stock of this Corporation may be closed for such period from time to time, not exceeding sixty (60) days, in anticipation of stockholders' meetings or the payment of dividends or the allotment of rights as the Directors from time to time may determine, provided, however, that in lieu of closing the transfer books as aforesaid, the Board of Directors may fix in advance a date, not exceeding sixty (60) days, as of which stockholders shall be entitled to vote at any meeting of the stockholders or to receive dividends or rights, and in such case such stockholders and only such stockholders as shall be stockholders of record as of the date so fixed shall be entitled to vote at any such meeting and at any adjournment or adjournments thereof or to receive dividends or rights, as the case may be, notwithstanding any transfer of any stock on the books of this Corporation after such record date fixed as aforesaid.

ARTICLE XXVIII

LOSS OF CERTIFICATES

 In case of the loss, mutilation or destruction of a certificate of stock, a duplicate certificate may be issued upon such terms consistent with the laws of the State of Nevada as the Directors shall prescribe; provided, however, if the Board of Directors determines or has determined that the ownership of such shares of such class or series of shares of the capital stock of the Corporation shall be represented by uncertificated shares, the Corporation need not issue a new certificate but shall provide the stockholder with a written statement of all of the information required to be provided to holders of uncertificated shares pursuant to applicable law.

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ARTICLE XXIX

SEAL

 The seal of this Corporation shall consist of a flat-faced circular die with the corporate name of this Corporation, the year of its incorporation and the words "Corporate Seal Nevada" cut or engraved thereon.  Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

ARTICLE XXX

VOTING OF STOCK HELD

 Unless otherwise provided by resolution or vote of the Board of Directors, the Chairman of the Board, the President or any Vice President, may from time to time appoint an attorney or attorneys or agent or agents of this Corporation, in the name on behalf of this Corporation to cast the votes which this Corporation may be entitled to cast as a stockholder or otherwise in any other corporation, any of whose stock or securities may be held by this Corporation, at meetings of the holders of the stock or other securities of such other corporations, or to consent in writing to any action by any such other corporation, and may instruct the person or persons so appointed as to the manner of casting such votes or giving such consent and may execute or cause to be executed on behalf of this Corporation and under its corporate seal, or otherwise such written proxies, consents, waivers or other instruments as he may deem necessary or proper in the premises; or the Chairman of the Board or the President or any Vice President may himself attend any meeting of the holders of stock or other securities of such other corporation and thereat vote or exercise any or all other powers of this Corporation as the holder of such stock or other securities of such other corporation.

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 The Chairman of the Board or the President or any Vice President may appoint one or more nominees in whose name or names stock or securities acquired by this Corporation may be taken.  With the approval of the Chairman of the Board or the President or any Vice President of the Corporation (which approval may be evidenced by his signature as witness on the instruments hereinafter referred to) any such nominee may execute such written proxies, consents, waivers or other instruments as he may be entitled to execute as the record holder of stock or other securities owned by this Corporation.

ARTICLE XXXI

EXECUTION OF CHECKS, DRAFTS, NOTES, ETC.

 All checks, drafts, notes or other obligations for the payment of money shall be signed by such officer or officers, agent or agents, as the Board of Directors shall by resolution or vote direct.  The Board of Directors may also, in its discretion, require, by resolution or vote, that checks, drafts, notes or other obligations for the payment of money shall be countersigned or registered as a condition to their validity by such officer or officers, agent or agents as shall be directed in such resolution or vote.  Checks for the total amount of any payroll and/or branch office current expenses may be drawn in accordance with the foregoing provisions and deposited in a special fund or funds.  Checks upon such fund or funds may be drawn by such person or persons as the Treasurer shall designate and need not be countersigned.

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ARTICLE XXXII

SPECIAL PROVISIONS

Section 1:  The private property of the stockholders, Directors or officers shall not be subject to the payment of any corporate debts to any extent whatsoever.

Section 2:

 (A)           To the fullest extent that the laws of the State of Nevada, as in effect on March 18, 1987, or as thereafter amended, permit elimination or limitation of the liability of directors and officers, no Director, officer, employee, fiduciary or authorized representative of the Company shall be personally liable for monetary damages as such for any action taken, or any failure to take any action, as a Director, officer or other representative capacity.

 (B)           This Article shall not apply to any action filed prior to March 18, 1987, nor to any breach of performance or failure of performance of duty by a Director, officer, employee, fiduciary or authorized representative occurring prior to March, 1987.  Any amendment or repeal of this Article which has the effect of increasing Director liability shall operate prospectively only, and shall not affect any action taken, or any failure to act, prior to its adoption.

Section 3:

 (A)           Right to Indemnification.  Except as prohibited by law, every Director and officer of the Company shall be entitled as a matter of right to be indemnified by the Company against reasonable expense and any liability paid or incurred by such person in connection with any actual or threatened claim, action, suit or proceeding, civil, criminal, administrative, investigative or other, whether brought by or in the right of the Company or otherwise, in which he or she may be involved, as a party or otherwise, by reason of such person being or having been a Director or officer of the Company or by reason of the fact that such person is or was serving at the request of the Company as a Director, officer, employee, fiduciary or other representative of the Corporation or another corporation, partnership, joint venture, trust, employee benefit plan or other entity (such claim, action, suit or proceeding hereafter being referred to as "action"); provided, however, that no such right of indemnification shall exist with respect to an action brought by a Director or officer against the Company (other than a suit for indemnification as provided in paragraph (B)).  Such indemnification shall include the right to have expenses incurred by such person in connection with an action paid in advance by the Company prior to final disposition of such action, subject to such conditions as may be prescribed by law.  As used herein, "expense" shall include fees and expenses of counsel selected by such person; and "liability" shall include amounts of judgments, excise taxes, fines and penalties, and amounts paid in settlement.

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 (B)           Right of Claimant to Bring Suit.  If a claim under paragraph (A) of this Section is not paid in full by the Company within thirty (30) days after a written claim has been received by the Company, the claimant may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim, and, if successful in whole or in part, the claimant shall also be entitled to be paid the expense of prosecuting such claim.  It shall be a defense to any such action that the conduct of the claimant was such that under Nevada law the Company would be prohibited from indemnifying the claimant for the amount claimed, but the burden of proving such defense shall be on the Company.  Neither the failure of the Company (including its Board of Directors, independent legal counsel and its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because the conduct of the claimant was not such that indemnification would be prohibited by law, nor an actual determination by the Company (including the Board of Directors, independent legal counsel or its stockholders) that the conduct of the claimant was such that indemnification would be prohibited by law, shall be a defense to the action or create a presumption that the conduct of the claimant was such that indemnification would be prohibited by law.

 (C)           Insurance and Funding.  The Company may purchase and maintain insurance to protect itself and any person eligible to be indemnified hereunder against any liability or expense asserted or incurred by such person in connection with any action, whether or not the Company would have the power to indemnify such person against such liability or expense by law or under the provisions of this Section 3.  The Company may make other financial arrangements which include a trust fund, program of self-insurance, grant a security interest or other lien on any assets of the corporation, establish a letter of credit, guaranty or surety as set forth in 1987 Statutes of Nevada, Chapter 28 to ensure the payment of such sums as may become necessary to effect indemnification as provided herein.

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 (D)           Non-Exclusive; Nature and Extent of Rights.  The right of indemnification provided for herein (1) shall not be deemed exclusive of any other rights, whether now existing or hereafter created, to which those seeking indemnification hereunder may be entitled under any agreement, by-law or article provision, vote of stockholders or directors or otherwise, (2) shall be deemed to create contractual rights in favor of persons entitled to indemnification hereunder, (3) shall continue as to persons who have ceased to have the status pursuant to which they were entitled or were denominated as entitled to indemnification hereunder and shall inure to the benefit of the heirs and legal representatives of persons entitled to indemnification hereunder and (4) shall be applicable to actions, suits or proceedings commenced after the adoption hereof, whether arising from acts or omissions occurring before or after the adoption hereof.  The right of indemnification provided for herein may not be amended, modified or repealed so as to limit in any way the indemnification provided for herein with respect to any acts or omissions occurring prior to the adoption of any such amendment or repeal.

Section 4:

 In furtherance, and not in limitation, of the powers conferred by statute, the Board of Directors, by a majority vote of those present at any called meeting, is expressly authorized:

 (A)           To hold its meetings, to have one or more offices and to keep the books of the Corporation, except as may be otherwise specifically required by the laws of the State of Nevada, within or without the State of Nevada, at such places as may be from time to time designated by it.

 (B)           To determine from time to time whether, and if allowed under what conditions and regulations, the accounts and books of the Corporation (other than the books required by law to be kept at the principal office of the Corporation in Nevada), or any of them, shall be open to inspection of the stockholders, and the stockholders' rights in this respect are and shall be restricted or limited accordingly.

 (C)           To make, alter, amend and rescind the By-Laws of the Corporation, to fix the amount to be reserved as working capital, to fix the times for the declaration and payment of dividends, and to authorize and cause to be executed mortgages and liens upon the real and personal property of the Corporation.

 (D)           To designate from its number an executive committee, which, to the extent provided by the By-Laws of the Corporation or by resolution of the Board of Directors, shall have and may exercise in the intervals between meetings of the Board of Directors, the powers thereof which may lawfully be delegated in respect of the management of the business and the affairs of the Corporation, and shall have power to authorize the seal of the Corporation to be affixed to such papers as may require it.  The Board of Directors may also, in its discretion, designate from its number a finance committee and delegate thereto such of the powers of the Board of Directors as may be lawfully delegated, to be exercised when the Board is not in session.

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ARTICLE XXXIII

PROPOSALS AT STOCKHOLDERS' MEETINGS

Section 1:  Advance Notification of Proposals at Stockholders' Meetings.

If a stockholder desires to submit a proposal for consideration at an annual or special stockholders’ meeting, or to nominate persons for election as directors at any stockholders’ meeting duly called for the election of directors, written notice of such stockholder’s intent to make such a proposal or nomination must be given and received by the Secretary of the Corporation at the principal executive offices of the Corporation either by personal delivery or by United States mail not later than (i) with respect to an annual meeting of stockholders, one hundred twenty (120) days prior to the anniversary date of the immediately preceding annual meeting, and (ii) with respect to a special meeting of stockholders, the close of business on the tenth day following the date on which notice of such meeting is first given to stockholders.  Each notice shall describe the proposal or nomination in sufficient detail for the proposal or nomination to be summarized on the agenda for the meeting and shall set forth (i) the name and address, as it appears on the books of the Corporation, of the stockholder who intends to make the proposal or nomination; (ii) a representation that the stockholder is a holder of record of stock of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to present such proposal or nomination; (iii) the class and number of shares of the Corporation which are beneficially owned by the stockholder; and (iv) as to the stockholder giving the notice and any Stockholder Associated Person whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of, or any other agreement, arrangement or understanding (including any short position or any borrowing or lending of shares) has been made, the effect or intent of which is to mitigate loss to or manage risk or benefit of share price changes for, or to increase or decrease the voting power of, such stockholder or any such Stockholder Associated Person with respect to any share of stock of the Corporation. In addition, in the case of a stockholder proposal, the notice shall set forth the reasons for conducting such proposed business at the meeting and any material interest of the stockholder in such business.  In addition, in the case of a nomination of any person for election as a director, the notice shall set forth: (i) the name and address of any person to be nominated; (ii) a description of all arrangements or understandings between the stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the stockholder; (iii) such other information regarding such nominee proposed by such stockholder as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission; and (iv) the consent of each nominee to serve as a director of the Corporation if so elected.  The presiding officer of the annual or special meeting shall, if the facts warrant, refuse to acknowledge a proposal or nomination not made in compliance with the foregoing procedure, and any such proposal or nomination not properly brought before the meeting shall not be transacted.  For purposes of these By-Laws, “Stockholder Associated Person” of any stockholder means (i) any person controlling, directly or indirectly, or acting in convert with, such stockholder, (ii) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such stockholder and (iii) any person controlling, controlled by or under common control with such Stockholder Associated Person.

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Section 2:  Advisory Stockholder Votes.

 In order for the stockholders to adopt or approve any proposal submitted to them for the purpose of advising the Board of Directors of the stockholders' wishes, a majority of the outstanding stock of the Corporation entitled to vote thereon must be voted for the proposal.

ARTICLE XXXIV

AMENDMENTS

 Except as otherwise specifically provided herein, these By-Laws may be amended, added to, altered or repealed in whole or in part at any annual or special meeting of the stockholders by vote in either case of at least two-thirds of the voting power of the capital stock issued and outstanding and entitled to vote, provided notice of the general nature or character of the proposed amendment, addition, alteration or repeal is given in the notice of said meeting, or by the affirmative vote of a majority of the Board of Directors present at a called regular or special meeting of the Board of Directors, provided notice of the general nature or character of the proposed amendment, addition, alteration or repeal is given in the notice of said meeting.

ARTICLE XXXV

NEVADA CONTROL SHARE

 Pursuant to NRS § 78.378, the Company opts out of the Nevada Control Share statute, and specifically that the provisions of NRS §§ 78.378 to 78.3793 do not apply to the corporation or to an acquisition of a controlling interest by existing or future stockholders.

23

EX-10.1

EXHIBIT 10.1

SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

THIS SECOND AMENDMENT (this "Agreement") is made and entered into as of this 25th day of November, 2008, with an effective date as set forth in Section 3 hereof, by and among NEVADA POWER COMPANY (d/b/a NV Energy), a Nevada corporation (the "Borrower"), the lenders party to the Credit Agreement referred to below (the “Lenders”) that have executed a Lender Authorization in the form set forth as Exhibit A attached hereto, and WACHOVIA BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).

Statement of Purpose

The Lenders agreed to extend certain credit facilities to the Borrower pursuant to the Second Amended and Restated Credit Agreement, dated as of November 4, 2005 (as amended, modified and supplemented by that certain Amendment and Consent dated as of April 19, 2006, and as further amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"), by and among the Borrower, the Lenders and the Administrative Agent.

The Borrower has requested, and the Lenders and the Administrative Agent have agreed, subject to the terms and conditions set forth herein, to amend the Credit Agreement as specifically set forth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

SECTION 1.   Definitions.  All capitalized, undefined terms used in this Agreement (including, without limitation, in the Statement of Purpose hereto) shall have the meanings assigned thereto in the Credit Agreement.

SECTION 2.   Amendments.  Subject to and in accordance with the terms and conditions set forth herein, the Administrative Agent and the Lenders hereby agree to amend the Credit Agreement as follows:

(a)           The definition of "Letter of Credit" contained in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety as follows:

""Letter of Credit" means (a) a standby letter of credit issued (or, pursuant to Section 4.2(d) deemed issued) by an Issuing Bank pursuant to Section 4.2 (including any Existing Letters of Credit) and (b) an irrevocable direct pay letter of credit issued by an Issuing Bank pursuant to Section 4.2, which shall be on terms and subject to conditions agreed to from time to time between the Borrower and any Issuing Bank, in each case as any such letter of credit may be from time to time amended, modified or extended in accordance with the terms of this Agreement and the related Issuing Bank Agreement."

(b)           Section 2.2(c) of the Credit Agreement is hereby amended by inserting the phrase "or such other percent per annum as agreed to from time to time by the Borrower and any Issuing Bank, but in no event exceeding .250 percent per annum" immediately before the "." at the end of the first sentence of such Section.

SECTION 3.   Effectiveness.  The amendments set forth in Section 2 of this Agreement shall be deemed to be effective upon receipt by the Administrative Agent of (a) counterparts of this Agreement executed by the Borrower and the Administrative Agent and (b) Lender Authorizations executed by the Required Lenders and each Issuing Bank pursuant to Section 11.1 of the Credit Agreement.

1

SECTION 4.   Effect of Agreement.  Except as expressly provided herein, the Credit Agreement (as amended hereby) and the other Loan Documents shall remain in full force and effect.  This Agreement shall not be deemed (a) to be a waiver of, or consent to, or a modification or amendment of, any other term or condition of the Credit Agreement or any other Loan Document, (b) to prejudice any right or rights which the Administrative Agent or the Lenders may now have or may have in the future under or in connection with the Credit Agreement or the other Loan Documents or any of the instruments or agreements referred to therein, as the same may be amended, restated, supplemented or modified from time to time, or (c) to be a commitment or any other undertaking or expression of any willingness to engage in any further discussion with the Borrower, any of its Subsidiaries or any other Person with respect to any waiver, amendment, modification or any other change to the Credit Agreement or the Loan Documents or any rights or remedies arising in favor of the Lenders or the Administrative Agent, or any of them, under or with respect to any such documents.  References in the Credit Agreement to “this Agreement” (and indirect references such as “hereunder”, “hereby”, “herein”, “hereof” or other words of like import) and in any Loan Document to the “Credit Agreement” shall be deemed to be references to the Credit Agreement as modified hereby.

SECTION 5.   Representations and Warranties.  (a) By its execution hereof, the Borrower certifies that (i) each of the representations and warranties set forth in the Credit Agreement and the other Loan Documents (both before and after giving effect to this Agreement and the transactions contemplated hereby) is true and correct as of the date hereof as if fully set forth herein, except for any representation and warranty made as of an earlier date, which representation and warranty shall remain true and correct as of such earlier date; and (ii) no Default or Event of Default has occurred and is continuing as of the date hereof both before and after giving effect to this Agreement and the transactions contemplated hereby.

(b)           By its execution hereof, the Borrower hereby represents and warrants that it has the right, power and authority and has taken all necessary corporate and company action to authorize the execution, delivery and performance of this Agreement and each other document executed in connection herewith to which it is a party in accordance with their respective terms.

(c)           By its execution hereof, the Borrower hereby represents and warrants that this Agreement and each other document executed in connection herewith has been duly executed and delivered by its duly authorized officers, and each such document constitutes the legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar.

SECTION 6.   Costs, Expenses and Taxes.  The Borrower agrees to pay in accordance with the terms of the Credit Agreement all reasonable costs and expenses of the Administrative Agent in connection with the preparation, execution, delivery, administration of this Agreement and the other instruments and documents to be delivered hereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities hereunder and thereunder.

SECTION 7.   Execution in Counterparts.  This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.  Delivery of an executed signature page of this Agreement or Lender Authorization by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.

2

SECTION 8.   Governing Law.  This Agreement and the rights and obligations of the parties under this Agreement shall be governed by, and construed and interpreted in accordance with, the law of the State of New York.

SECTION 9.   Fax Transmission.  A facsimile, telecopy or other reproduction of this Agreement may be executed by one or more parties hereto, and an executed copy of this Agreement may be delivered by one or more parties hereto by facsimile or similar instantaneous electronic transmission device pursuant to which the signature of or on behalf of such party can be seen, and such execution and delivery shall be considered valid, binding and effective for all purposes.  At the request of any party hereto, all parties hereto agree to execute an original of this Agreement as well as any facsimilie, telecopy or other reproduction hereof.

SECTION 10.   Entire Agreement.  This Agreement is the entire agreement, and supersedes any prior agreements and contemporaneous oral agreements, of the parties concerning its subject matter.

SECTION 11.    Successors and Assigns.  This Agreement shall be binding on and inure to the benefit of the parties and their heirs, beneficiaries, successors and permitted assigns.

[Signature Pages Follow]

3

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed under seal by their duly authorized officers, all as of the day and year first written above.

       NEVADA POWER COMPANY (d/b/a NV

       Energy), as Borrower

       By:    ____________________________________

        Name:

        Title:

4

       WACHOVIA BANK, NATIONAL ASSOCIATION,

       as Administrative Agent, Lender and Issuing Bank

       By:    _________________________________________                                           ;                             

    Name:

        Title:

5

Exhibit A

Form of Lender Authorization

6

LENDER AUTHORIZATION

Nevada Power Company (d/b/a NV Energy)

Second Amended and Restated Credit Agreement

December __, 2008

Wachovia Bank, National Association

1525 West W.T. Harris Blvd.

Charlotte, North Carolina 28262

Attention:  Syndication Agency Services

Re: Second Amendment to Second Amended and Restated Credit Agreement dated as of November 4, 2005 (as amended, the “Credit Agreement”) by and among Nevada Power Company (d/b/a NV Energy) (the “Borrower”), the several banks and other financial institutions or entities from time to time party thereto, as lenders (the “Lenders”), and Wachovia Bank, National Association, as administrative agent (the “Administrative Agent”) (the “Second Amendment”)

This Authorization acknowledges our receipt and review of the execution copy of the Second Amendment in the form posted on Nevada Power Company SyndTrak Online workspace.  By executing this Authorization, we hereby approve the Second Amendment and authorize the Administrative Agent to execute and deliver the Second Amendment on our behalf.

Each financial institution executing this Authorization agrees or reaffirms that it shall be a party to the Credit Agreement and the other Loan Documents (as defined in the Credit Agreement) to which Lenders are parties and shall have the rights and obligations of a Lender (as defined in the Credit Agreement) and, if applicable, of an Issuing Bank (as defined in the Credit Agreement), and agrees to be bound by the terms and provisions applicable to a “Lender”, and, if applicable, to an "Issuing Bank" under each such agreement.  In furtherance of the foregoing, each financial institution executing this Authorization agrees to execute any additional documents reasonably requested by the Administrative Agent to evidence such financial institution’s rights and obligations under the Credit Agreement.

  
                __________________________________________

       [Insert name of applicable financial institution]

       By:  ________________________________________                                     ;                          

       Name:  

       Title: 

7

EX-10.2

EXHIBIT 10.2

FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

THIS FOURTH AMENDMENT (this "Agreement") is made and entered into as of this 10th day of February, 2009, with an effective date as set forth in Section 3 hereof, by and among NEVADA POWER COMPANY d/b/a NV Energy, a Nevada corporation (the "Borrower"), the lenders party to the Credit Agreement referred to below (the “Lenders”) that have executed a Lender Authorization in the form set forth as Exhibit A attached hereto, and WACHOVIA BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).

Statement of Purpose

The Lenders agreed to extend certain credit facilities to the Borrower pursuant to the Second Amended and Restated Credit Agreement, dated as of November 4, 2005 (as amended, modified and supplemented by that certain Amendment and Consent dated as of April 19, 2006, that certain Second Amendment dated as of November 25, 2008 and that certain Third Amendment dated as of December 11, 2008, and as further amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"), by and among the Borrower, the Lenders and the Administrative Agent.

The Borrower has requested, and the Lenders and the Administrative Agent have agreed, subject to the terms and conditions set forth herein, to amend the Credit Agreement as specifically set forth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

SECTION 1.    Definitions.  All capitalized, undefined terms used in this Agreement (including, without limitation, in the Statement of Purpose hereto) shall have the meanings assigned thereto in the Credit Agreement.

SECTION 2.    Amendments.  Subject to and in accordance with the terms and conditions set forth herein, the Administrative Agent and the Lenders hereby agree to amend the Credit Agreement as follows:

(a)           Section 2.1(a) of the Credit Agreement is hereby amended by inserting the following language in lieu of the period at the end of the first sentence of such Section:

"provided, that for purposes of this Section 2.1(a) and all other provisions of this Agreement and each other Loan Document, (i) the Available Commitment of a Defaulting Lender shall be deemed to be zero and (ii) at any time there is a Defaulting Lender, the aggregate Commitments shall be reduced by an amount equal to such Defaulting Lender's Available Commitment (calculated without giving effect to the immediately preceding clause (i))."

(b)           Section 2.3 of the Credit Agreement is hereby amended by adding the following as a new clause (c) to such Section and re-lettering current clauses (c), (d) and (e) accordingly:

“(c)           At any time a Lender is a Defaulting Lender, the Borrower may terminate in full the Commitment of such Defaulting Lender by giving notice to such Defaulting Lender and the Administrative Agent; provided, that, (i) at the time of such termination, (A) no Default or Event of Default has occurred and is continuing (or the Required Lenders consent to such termination) and (B) either (x) no Loans are outstanding or (y) such Defaulting Lender's Percentage in respect of outstanding Loans is zero; (ii) concurrently with such termination, the aggregate Commitments of all Lenders shall be reduced by the Commitment of the Defaulting Lender (it being understood that the Borrower may not terminate the Commitment of a Defaulting Lender if, after giving effect to such termination, the aggregate principal amount of Loans outstanding plus the aggregate amount of LC Outstandings hereunder would exceed the aggregate Commitments of all Lenders); and (iii) concurrently with any subsequent payment of interest or fees to the Lenders with respect to any period before the termination of the Commitment of such Defaulting Lender, the Borrower shall pay to such Defaulting Lender its ratable share (based on its ratable share before giving effect to such termination) of such interest or fees, as applicable.  Notwithstanding anything to the contrary contained in this Agreement or any of the other Loan Documents, the Borrower shall not be obligated to pay any interest or fees to a Defaulting Lender that accrue after the date that the Borrower terminates the Commitment of such Defaulting Lender pursuant to and in accordance with the terms of this Agreement."

1

SECTION 3.    Effectiveness.  The amendments set forth in Section 2 of this Agreement shall be deemed to be effective upon receipt by the Administrative Agent of (a) counterparts of this Agreement executed by the Borrower and the Administrative Agent and (b) Lender Authorizations executed by the Required Lenders pursuant to Section 11.1 of the Credit Agreement.

SECTION 4.    Effect of Agreement.  Except as expressly provided herein, the Credit Agreement (as amended hereby) and the other Loan Documents shall remain in full force and effect.  This Agreement shall not be deemed (a) to be a waiver of, or consent to, or a modification or amendment of, any other term or condition of the Credit Agreement or any other Loan Document, (b) to prejudice any right or rights which the Administrative Agent or the Lenders may now have or may have in the future under or in connection with the Credit Agreement or the other Loan Documents or any of the instruments or agreements referred to therein, as the same may be amended, restated, supplemented or modified from time to time, or (c) to be a commitment or any other undertaking or expression of any willingness to engage in any further discussion with the Borrower, any of its Subsidiaries or any other Person with respect to any waiver, amendment, modification or any other change to the Credit Agreement or the Loan Documents or any rights or remedies arising in favor of the Lenders or the Administrative Agent, or any of them, under or with respect to any such documents.  References in the Credit Agreement to “this Agreement” (and indirect references such as “hereunder”, “hereby”, “herein”, “hereof” or other words of like import) and in any Loan Document to the “Credit Agreement” shall be deemed to be references to the Credit Agreement as modified hereby.

SECTION 5.    Representations and Warranties.  (a) By its execution hereof, the Borrower certifies that (i) each of the representations and warranties set forth in the Credit Agreement and the other Loan Documents (both before and after giving effect to this Agreement and the transactions contemplated hereby) is true and correct as of the date hereof as if fully set forth herein, except for any representation and warranty made as of an earlier date, which representation and warranty shall remain true and correct as of such earlier date; and (ii) no Default or Event of Default has occurred and is continuing as of the date hereof both before and after giving effect to this Agreement and the transactions contemplated hereby.

(b)           By its execution hereof, the Borrower hereby represents and warrants that it has the right, power and authority and has taken all necessary corporate and company action to authorize the execution, delivery and performance of this Agreement and each other document executed in connection herewith to which it is a party in accordance with their respective terms.

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(c)           By its execution hereof, the Borrower hereby represents and warrants that this Agreement and each other document executed in connection herewith has been duly executed and delivered by its duly authorized officers, and each such document constitutes the legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar.

SECTION 6.     Costs, Expenses and Taxes.  The Borrower agrees to pay in accordance with the terms of the Credit Agreement all reasonable costs and expenses of the Administrative Agent in connection with the preparation, execution, delivery, administration of this Agreement and the other instruments and documents to be delivered hereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities hereunder and thereunder.

SECTION 7.    Execution in Counterparts.  This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.  Delivery of an executed signature page of this Agreement or Lender Authorization by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.

SECTION 8.     Governing Law.  This Agreement and the rights and obligations of the parties under this Agreement shall be governed by, and construed and interpreted in accordance with, the law of the State of New York.

SECTION 9.     Fax Transmission.  A facsimile, telecopy or other reproduction of this Agreement may be executed by one or more parties hereto, and an executed copy of this Agreement may be delivered by one or more parties hereto by facsimile or similar instantaneous electronic transmission device pursuant to which the signature of or on behalf of such party can be seen, and such execution and delivery shall be considered valid, binding and effective for all purposes.  At the request of any party hereto, all parties hereto agree to execute an original of this Agreement as well as any facsimilie, telecopy or other reproduction hereof.

SECTION 10.   Entire Agreement.  This Agreement is the entire agreement, and supersedes any prior agreements and contemporaneous oral agreements, of the parties concerning its subject matter.

SECTION 11.    Successors and Assigns.  This Agreement shall be binding on and inure to the benefit of the parties and their heirs, beneficiaries, successors and permitted assigns.

[Signature Pages Follow]

3

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed under seal by their duly authorized officers, all as of the day and year first written above.

        NEVADA POWER COMPANY d/b/a NV

        Energy, as Borrower

        By:    ________________________________________

         Name:

     Title:

4

        WACHOVIA BANK, NATIONAL ASSOCIATION,

        as Administrative Agent and Lender

        By:    _________________________________________                             &# 160;                                        

         Name:

         Title:

5

Exhibit A

Form of Lender Authorization

6

LENDER AUTHORIZATION

Nevada Power Company d/b/a NV Energy

Second Amended and Restated Credit Agreement

February __, 2009

Wachovia Bank, National Association

1525 West W.T. Harris Blvd.

Charlotte, North Carolina 28262

Attention:  Syndication Agency Services

Re: Fourth Amendment to Second Amended and Restated Credit Agreement dated as of November 4, 2005 (as amended, the “Credit Agreement”) by and among Nevada Power Company d/b/a NV Energy (the “Borrower”), the several banks and other financial institutions or entities from time to time party thereto, as lenders (the “Lenders”), and Wachovia Bank, National Association, as administrative agent (the “Administrative Agent”) (the “Fourth Amendment”)

This Authorization acknowledges our receipt and review of the execution copy of the Fourth Amendment in the form posted on Nevada Power Company SyndTrak Online workspace.  By executing this Authorization, we hereby approve the Fourth Amendment and authorize the Administrative Agent to execute and deliver the Fourth Amendment on our behalf.

Each financial institution executing this Authorization agrees or reaffirms that it shall be a party to the Credit Agreement and the other Loan Documents (as defined in the Credit Agreement) to which Lenders are parties and shall have the rights and obligations of a Lender (as defined in the Credit Agreement), and agrees to be bound by the terms and provisions applicable to a “Lender”, under each such agreement.  In furtherance of the foregoing, each financial institution executing this Authorization agrees to execute any additional documents reasonably requested by the Administrative Agent to evidence such financial institution’s rights and obligations under the Credit Agreement.

___________________________________________

        [Insert name of applicable financial institution]

        By:                                                                 

        Name:                      < /div>

        Title:                      

7

EX-10.3 6 exhibit10-3.htm EXHIBIT 10.3 EXHIBIT 10.3

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

THIS SECOND AMENDMENT (this "Agreement") is made and entered into as of this 25th day of November, 2008, with an effective date as set forth in Section 3 hereof, by and among SIERRA PACIFIC POWER COMPANY (d/b/a NV Energy), a Nevada corporation (the "Borrower"), the lenders party to the Credit Agreement referred to below (the “Lenders”) that have executed a Lender Authorization in the form set forth as Exhibit A attached hereto, and WACHOVIA BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).

Statement of Purpose

The Lenders agreed to extend certain credit facilities to the Borrower pursuant to the Amended and Restated Credit Agreement, dated as of November 4, 2005 (as amended, modified and supplemented by that certain Amendment and Consent dated as of April 19, 2006, and as further amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"), by and among the Borrower, the Lenders and the Administrative Agent.

The Borrower has requested, and the Lenders and the Administrative Agent have agreed, subject to the terms and conditions set forth herein, to amend the Credit Agreement as specifically set forth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

SECTION 1.    Definitions.  All capitalized, undefined terms used in this Agreement (including, without limitation, in the Statement of Purpose hereto) shall have the meanings assigned thereto in the Credit Agreement.

SECTION 2.    Amendments.  Subject to and in accordance with the terms and conditions set forth herein, the Administrative Agent and the Lenders hereby agree to amend the Credit Agreement as follows:

(a)           The definition of "Letter of Credit" contained in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety as follows:

""Letter of Credit" means (a) a standby letter of credit issued (or, pursuant to Section 4.2(d) deemed issued) by an Issuing Bank pursuant to Section 4.2 (including any Existing Letters of Credit) and (b) an irrevocable direct pay letter of credit issued by an Issuing Bank pursuant to Section 4.2, which shall be on terms and subject to conditions agreed to from time to time between the Borrower and any Issuing Bank, in each case as any such letter of credit may be from time to time amended, modified or extended in accordance with the terms of this Agreement and the related Issuing Bank Agreement."

(b)           Section 2.2(c) of the Credit Agreement is hereby amended by inserting the phrase "or such other percent per annum as agreed to from time to time by the Borrower and any Issuing Bank, but in no event exceeding .250 percent per annum" immediately before the "." at the end of the first sentence of such Section.

SECTION 3.    Effectiveness.  The amendments set forth in Section 2 of this Agreement shall be deemed to be effective upon receipt by the Administrative Agent of (a) counterparts of this Agreement executed by the Borrower and the Administrative Agent and (b) Lender Authorizations executed by the Required Lenders and each Issuing Bank pursuant to Section 11.1 of the Credit Agreement.

1

SECTION 4.     Effect of Agreement.  Except as expressly provided herein, the Credit Agreement (as amended hereby) and the other Loan Documents shall remain in full force and effect.  This Agreement shall not be deemed (a) to be a waiver of, or consent to, or a modification or amendment of, any other term or condition of the Credit Agreement or any other Loan Document, (b) to prejudice any right or rights which the Administrative Agent or the Lenders may now have or may have in the future under or in connection with the Credit Agreement or the other Loan Documents or any of the instruments or agreements referred to therein, as the same may be amended, restated, supplemented or modified from time to time, or (c) to be a commitment or any other undertaking or expression of any willingness to engage in any further discussion with the Borrower, any of its Subsidiaries or any other Person with respect to any waiver, amendment, modification or any other change to the Credit Agreement or the Loan Documents or any rights or remedies arising in favor of the Lenders or the Administrative Agent, or any of them, under or with respect to any such documents.  References in the Credit Agreement to “this Agreement” (and indirect references such as “hereunder”, “hereby”, “herein”, “hereof” or other words of like import) and in any Loan Document to the “Credit Agreement” shall be deemed to be references to the Credit Agreement as modified hereby.

SECTION 5.    Representations and Warranties.  (a) By its execution hereof, the Borrower certifies that (i) each of the representations and warranties set forth in the Credit Agreement and the other Loan Documents (both before and after giving effect to this Agreement and the transactions contemplated hereby) is true and correct as of the date hereof as if fully set forth herein, except for any representation and warranty made as of an earlier date, which representation and warranty shall remain true and correct as of such earlier date; and (ii) no Default or Event of Default has occurred and is continuing as of the date hereof both before and after giving effect to this Agreement and the transactions contemplated hereby.

(b)           By its execution hereof, the Borrower hereby represents and warrants that it has the right, power and authority and has taken all necessary corporate and company action to authorize the execution, delivery and performance of this Agreement and each other document executed in connection herewith to which it is a party in accordance with their respective terms.

(c)           By its execution hereof, the Borrower hereby represents and warrants that this Agreement and each other document executed in connection herewith has been duly executed and delivered by its duly authorized officers, and each such document constitutes the legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar.

SECTION 6.    Costs, Expenses and Taxes.  The Borrower agrees to pay in accordance with the terms of the Credit Agreement all reasonable costs and expenses of the Administrative Agent in connection with the preparation, execution, delivery, administration of this Agreement and the other instruments and documents to be delivered hereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities hereunder and thereunder.

SECTION 7.    Execution in Counterparts.  This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.  Delivery of an executed signature page of this Agreement or Lender Authorization by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.

2

SECTION 8.    Governing Law.  This Agreement and the rights and obligations of the parties under this Agreement shall be governed by, and construed and interpreted in accordance with, the law of the State of New York.

SECTION 9.    Fax Transmission.  A facsimile, telecopy or other reproduction of this Agreement may be executed by one or more parties hereto, and an executed copy of this Agreement may be delivered by one or more parties hereto by facsimile or similar instantaneous electronic transmission device pursuant to which the signature of or on behalf of such party can be seen, and such execution and delivery shall be considered valid, binding and effective for all purposes.  At the request of any party hereto, all parties hereto agree to execute an original of this Agreement as well as any facsimilie, telecopy or other reproduction hereof.

SECTION 10.    Entire Agreement.  This Agreement is the entire agreement, and supersedes any prior agreements and contemporaneous oral agreements, of the parties concerning its subject matter.

SECTION 11.    Successors and Assigns.  This Agreement shall be binding on and inure to the benefit of the parties and their heirs, beneficiaries, successors and permitted assigns.

[Signature Pages Follow]

3

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed under seal by their duly authorized officers, all as of the day and year first written above.

        SIERRA PACIFIC POWER COMPANY (d/b/a NV

        Energy), as Borrower

    By: _________________________________________

    Name:

            Title:

4

        WACHOVIA BANK, NATIONAL ASSOCIATION,

                                                                as Administrative Agent, Lender and Issuing Bank

    By:  ________________________________________                                                                          

    Name:

            Title:

5

Exhibit A

Form of Lender Authorization

6

LENDER AUTHORIZATION

Sierra Pacific Power Company (d/b/a NV Energy)

Amended and Restated Credit Agreement

December __, 2008

Wachovia Bank, National Association

1525 West W.T. Harris Blvd.

Charlotte, North Carolina 28262

Attention:  Syndication Agency Services

Re: Second Amendment to Amended and Restated Credit Agreement dated as of November 4, 2005 (as amended, the “Credit Agreement”) by and among Sierra Pacific Power Company (d/b/a NV Energy) (the “Borrower”), the several banks and other financial institutions or entities from time to time party thereto, as lenders (the “Lenders”), and Wachovia Bank, National Association, as administrative agent (the “Administrative Agent”) (the “Second Amendment”)

This Authorization acknowledges our receipt and review of the execution copy of the Second Amendment in the form posted on Sierra Pacific Power Company SyndTrak Online workspace.  By executing this Authorization, we hereby approve the Second Amendment and authorize the Administrative Agent to execute and deliver the Second Amendment on our behalf.

Each financial institution executing this Authorization agrees or reaffirms that it shall be a party to the Credit Agreement and the other Loan Documents (as defined in the Credit Agreement) to which Lenders are parties and shall have the rights and obligations of a Lender (as defined in the Credit Agreement) and, if applicable, of an Issuing Bank (as defined in the Credit Agreement), and agrees to be bound by the terms and provisions applicable to a “Lender”, and, if applicable, to an "Issuing Bank" under each such agreement.  In furtherance of the foregoing, each financial institution executing this Authorization agrees to execute any additional documents reasonably requested by the Administrative Agent to evidence such financial institution’s rights and obligations under the Credit Agreement.

______________________________________________

        [Insert name of applicable financial institution]

        By:                                                                 

        Name:                      < /div>

        Title:                      < /div>

7

EX-10.4 7 exhibit10-4.htm EXHIBIT 10.4

EXHIBIT 10.4

THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

THIS THIRD AMENDMENT (this "Agreement") is made and entered into as of this 10th day of February, 2009, with an effective date as set forth in Section 3 hereof, by and among SIERRA PACIFIC POWER COMPANY d/b/a NV Energy, a Nevada corporation (the "Borrower"), the lenders party to the Credit Agreement referred to below (the “Lenders”) that have executed a Lender Authorization in the form set forth as Exhibit A attached hereto, and WACHOVIA BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).

Statement of Purpose

The Lenders agreed to extend certain credit facilities to the Borrower pursuant to the Amended and Restated Credit Agreement, dated as of November 4, 2005 (as amended, modified and supplemented by that certain Amendment and Consent dated as of April 19, 2006 and that certain Second Amendment dated as of November 25, 2008, and as further amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"), by and among the Borrower, the Lenders and the Administrative Agent.

The Borrower has requested, and the Lenders and the Administrative Agent have agreed, subject to the terms and conditions set forth herein, to amend the Credit Agreement as specifically set forth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

SECTION 1.    Definitions.  All capitalized, undefined terms used in this Agreement (including, without limitation, in the Statement of Purpose hereto) shall have the meanings assigned thereto in the Credit Agreement.

SECTION 2.    Amendments.  Subject to and in accordance with the terms and conditions set forth herein, the Administrative Agent and the Lenders hereby agree to amend the Credit Agreement as follows:

(a)           Section 2.1(a) of the Credit Agreement is hereby amended by inserting the following language in lieu of the period at the end of the first sentence of such Section:

"provided, that for purposes of this Section 2.1(a) and all other provisions of this Agreement and each other Loan Document, (i) the Available Commitment of a Defaulting Lender shall be deemed to be zero and (ii) at any time there is a Defaulting Lender, the aggregate Commitments shall be reduced by an amount equal to such Defaulting Lender's Available Commitment (calculated without giving effect to the immediately preceding clause (i))."

(b)           Section 2.3 of the Credit Agreement is hereby amended by adding the following as a new clause (c) to such Section and re-lettering current clauses (c), (d) and (e) accordingly:

“(c)           At any time a Lender is a Defaulting Lender, the Borrower may terminate in full the Commitment of such Defaulting Lender by giving notice to such Defaulting Lender and the Administrative Agent; provided, that, (i) at the time of such termination, (A) no Default or Event of Default has occurred and is continuing (or the Required Lenders consent to such termination) and (B) either (x) no Loans are outstanding or (y) such Defaulting Lender's Percentage in respect of outstanding Loans is zero; (ii) concurrently with such termination, the aggregate Commitments of all Lenders shall be reduced by the Commitment of the Defaulting Lender (it being understood that the Borrower may not terminate the Commitment of a Defaulting Lender if, after giving effect to such termination, the aggregate principal amount of Loans outstanding plus the aggregate amount of LC Outstandings hereunder would exceed the aggregate Commitments of all Lenders); and (iii) concurrently with any subsequent payment of interest or fees to the Lenders with respect to any period before the termination of the Commitment of such Defaulting Lender, the Borrower shall pay to such Defaulting Lender its ratable share (based on its ratable share before giving effect to such termination) of such interest or fees, as applicable.  Notwithstanding anything to the contrary contained in this Agreement or any of the other Loan Documents, the Borrower shall not be obligated to pay any interest or fees to a Defaulting Lender that accrue after the date that the Borrower terminates the Commitment of such Defaulting Lender pursuant to and in accordance with the terms of this Agreement."

SECTION 3.    Effectiveness.  The amendments set forth in Section 2 of this Agreement shall be deemed to be effective upon receipt by the Administrative Agent of (a) counterparts of this Agreement executed by the Borrower and the Administrative Agent and (b) Lender Authorizations executed by the Required Lenders pursuant to Section 11.1 of the Credit Agreement.

SECTION 4.    Effect of Agreement.  Except as expressly provided herein, the Credit Agreement (as amended hereby) and the other Loan Documents shall remain in full force and effect.  This Agreement shall not be deemed (a) to be a waiver of, or consent to, or a modification or amendment of, any other term or condition of the Credit Agreement or any other Loan Document, (b) to prejudice any right or rights which the Administrative Agent or the Lenders may now have or may have in the future under or in connection with the Credit Agreement or the other Loan Documents or any of the instruments or agreements referred to therein, as the same may be amended, restated, supplemented or modified from time to time, or (c) to be a commitment or any other undertaking or expression of any willingness to engage in any further discussion with the Borrower, any of its Subsidiaries or any other Person with respect to any waiver, amendment, modification or any other change to the Credit Agreement or the Loan Documents or any rights or remedies arising in favor of the Lenders or the Administrative Agent, or any of them, under or with respect to any such documents.  References in the Credit Agreement to “this Agreement” (and indirect references such as “hereunder”, “hereby”, “herein”, “hereof” or other words of like import) and in any Loan Document to the “Credit Agreement” shall be deemed to be references to the Credit Agreement as modified hereby.

SECTION 5.    Representations and Warranties.  (a) By its execution hereof, the Borrower certifies that (i) each of the representations and warranties set forth in the Credit Agreement and the other Loan Documents (both before and after giving effect to this Agreement and the transactions contemplated hereby) is true and correct as of the date hereof as if fully set forth herein, except for any representation and warranty made as of an earlier date, which representation and warranty shall remain true and correct as of such earlier date; and (ii) no Default or Event of Default has occurred and is continuing as of the date hereof both before and after giving effect to this Agreement and the transactions contemplated hereby.

(b)           By its execution hereof, the Borrower hereby represents and warrants that it has the right, power and authority and has taken all necessary corporate and company action to authorize the execution, delivery and performance of this Agreement and each other document executed in connection herewith to which it is a party in accordance with their respective terms.

(c)           By its execution hereof, the Borrower hereby represents and warrants that this Agreement and each other document executed in connection herewith has been duly executed and delivered by its duly authorized officers, and each such document constitutes the legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar.

SECTION 6.    Costs, Expenses and Taxes.  The Borrower agrees to pay in accordance with the terms of the Credit Agreement all reasonable costs and expenses of the Administrative Agent in connection with the preparation, execution, delivery, administration of this Agreement and the other instruments and documents to be delivered hereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities hereunder and thereunder.

SECTION 7.    Execution in Counterparts.  This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.  Delivery of an executed signature page of this Agreement or Lender Authorization by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.

SECTION 8.    Governing Law.  This Agreement and the rights and obligations of the parties under this Agreement shall be governed by, and construed and interpreted in accordance with, the law of the State of New York.

SECTION 9.    Fax Transmission.  A facsimile, telecopy or other reproduction of this Agreement may be executed by one or more parties hereto, and an executed copy of this Agreement may be delivered by one or more parties hereto by facsimile or similar instantaneous electronic transmission device pursuant to which the signature of or on behalf of such party can be seen, and such execution and delivery shall be considered valid, binding and effective for all purposes.  At the request of any party hereto, all parties hereto agree to execute an original of this Agreement as well as any facsimilie, telecopy or other reproduction hereof.

SECTION 10.    Entire Agreement.  This Agreement is the entire agreement, and supersedes any prior agreements and contemporaneous oral agreements, of the parties concerning its subject matter.

SECTION 11.    Successors and Assigns.  This Agreement shall be binding on and inure to the benefit of the parties and their heirs, beneficiaries, successors and permitted assigns.

[Signature Pages Follow]

1

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed under seal by their duly authorized officers, all as of the day and year first written above.

      SIERRA PACIFIC POWER COMPANY d/b/a NV

      Energy, as Borrower 

      By: ______________________________________________

       Name:

       Title:

2

      WACHOVIA BANK, NATIONAL ASSOCIATION,

      as Administrative Agent and Lender

      By:   ____________________________________________                                          ;                               

       Name:

       Title:

3

Exhibit A

Form of Lender Authorization

4

LENDER AUTHORIZATION

Sierra Pacific Power Company d/b/a NV Energy

Amended and Restated Credit Agreement

February __, 2009

Wachovia Bank, National Association

1525 West W.T. Harris Blvd.

Charlotte, North Carolina 28262

Attention:  Syndication Agency Services

Re: Third Amendment to Amended and Restated Credit Agreement dated as of November 4, 2005 (as amended, the “Credit Agreement”) by and among Sierra Pacific Power Company d/b/a NV Energy (the “Borrower”), the several banks and other financial institutions or entities from time to time party thereto, as lenders (the “Lenders”), and Wachovia Bank, National Association, as administrative agent (the “Administrative Agent”) (the “Third Amendment”)

This Authorization acknowledges our receipt and review of the execution copy of the Third Amendment in the form posted on Sierra Pacific Power Company SyndTrak Online workspace.  By executing this Authorization, we hereby approve the Third Amendment and authorize the Administrative Agent to execute and deliver the Third Amendment on our behalf.

Each financial institution executing this Authorization agrees or reaffirms that it shall be a party to the Credit Agreement and the other Loan Documents (as defined in the Credit Agreement) to which Lenders are parties and shall have the rights and obligations of a Lender (as defined in the Credit Agreement), and agrees to be bound by the terms and provisions applicable to a “Lender”, under each such agreement.  In furtherance of the foregoing, each financial institution executing this Authorization agrees to execute any additional documents reasonably requested by the Administrative Agent to evidence such financial institution’s rights and obligations under the Credit Agreement.

                 ______________________________________________

        [Insert name of applicable financial institution]

        By:   __________________________________________                                                        

        Name:                      < /div>

        Title:                      < /div>

5

EX-12.1 8 exhibit12-1.htm EXHIBIT 12.1

EXHIBIT 12.1

NV ENERGY, INC.

RATIOS OF EARNINGS TO FIXED CHARGES

(Dollars in Thousands)

	Three Months Ended March 31,						Year Ended December 31,
	2009			2008			2008			2007			2006			2005			2004
EARNINGS AS DEFINED:
Income (Loss) From Continuing Operations After Interest Charges	$	(22,244	)	$	24,058		$	208,887		$	197,295		$	279,792		$	86,137		$	30,842
Income Taxes		(11,414	)		16,708			95,354			87,555			145,605			43,118			18,050
Income (Loss) From Continuing Operations
before Income Taxes		(33,658	)		40,766			304,241			284,850			425,397			129,255			48,892
Fixed Charges		89,926			79,460			335,868			310,876			336,024			319,654			324,969
Capitalized Interest (allowance for borrowed funds used during construction)		(5,146	)		(9,152	)		(29,527	)		(25,967	)		(17,119	)		(24,691	)		(8,587	)
Preferred Stock Dividend Requirement		-			-			-			-			(3,602	)		(6,000	)		(6,000	)
Total	$	51,122		$	111,074		$	610,582		$	569,759		$	740,700		$	418,218		$	359,274
FIXED CHARGES AS DEFINED:
Interest Expensed and Capitalized (1)	$	89,926		$	79,460		$	335,868		$	310,876		$	332,422		$	313,654		$	318,969
Preferred Stock Dividend Requirement		-			-			-			-			3,602			6,000			6,000
Total	$	89,926		$	79,460		$	335,868		$	310,876		$	336,024		$	319,654		$	324,969
RATIO OF EARNINGS TO FIXED CHARGES		-			1.40			1.82			1.83			2.20			1.31			1.11
DEFICIENCY	$	38,804		$	-		$	-		$	-		$	-		$	-		$	-

(1)     Includes amortization of premiums, discounts, and capitalized debt expense and interest component of rent expense.

For the purpose of calculating the ratios of earnings to fixed charges, “Fixed charges” represent the aggregate of interest charges on short-term and long-term debt (whether expensed or capitalized), the portion of rental expense deemed to be attributable to interest, and the pre-tax preferred stock dividend requirement of SPPC.  “Earnings” represents pre-tax income (or Loss) from continuing operations before, solely with respect to the years ended December 31, 2006, 2005 and 2004, pre-tax preferred stock dividend requirement of SPPC plus fixed charges (excluding capitalized interest and the pre-tax preferred stock dividend requirement of SPPC for the years ended December 31, 2006, 2005 and 2004).

EX-12.2 9 exhibit12-2.htm EXHIBIT 12.2

EXHIBIT 12.2

NEVADA POWER COMPANY

RATIOS OF EARNINGS TO FIXED CHARGES

(Dollars in Thousands)

	Three Months Ended March 31,						Year Ended December 31,
	2009			2008			2008			2007			2006			2005			2004
EARNINGS AS DEFINED:
Income (Loss) From Continuing Operations After Interest     Charges	$	(35,151	)	$	7,971		$	151,431		$	165,694		$	224,540		$	132,734		$	104,312
Income Taxes		(16,365	)		6,523			71,382			78,352			117,510			63,995			56,572
Income (Loss) From Continuing Operations before     Income Taxes		(51,516	)		14,494			222,813			244,046			342,050			196,729			160,884
Fixed Charges		60,513			47,571			210,067			190,836			190,333			159,776			145,055
Capitalized Interest (allowance for borrowed funds used     during construction)		(4,562	)		(5,355	)		(20,063	)		(13,196	)		(11,614	)		(23,187	)		(5,738	)
Total	$	4,435		$	56,710		$	412,817		$	421,686		$	520,769		$	333,318		$	300,201
FIXED CHARGES AS DEFINED:
Interest Expensed and Capitalized (1)	$	60,513		$	47,571		$	210,067		$	190,836		$	190,333		$	159,776		$	145,055
Preference Security Dividend Requirements
Total	$	60,513		$	47,571		$	210,067		$	190,836		$	190,333		$	159,776		$	145,055
RATIO OF EARNINGS TO FIXED CHARGES		-			1.19			1.97			2.21			2.74			2.09			2.07
DEFICIENCY	$	56,078		$	-		$	-		$	-		$	-		$	-		$	-

(1)    Includes amortization of premiums, discounts, and capitalized debt expense and interest component of rent expense.

For the purpose of calculating the ratios of earnings to fixed charges, “Fixed charges” represent the aggregate of interest charges on short-term and long-term debt (whether expensed or capitalized) and the portion of rental expense deemed attributable to interest.  “Earnings” represents pre-tax income (or loss) from continuing operations plus fixed charges (excluding capitalized interest).

EX-12.3 10 exhibit12-3.htm EXHIBIT 12.3

EXHIBIT 12.3

SIERRA PACIFIC POWER COMPANY

RATIOS OF EARNINGS TO FIXED CHARGES

(Dollars in Thousands)

	Three Months Ended March 31,						Year ended December 31,
	2009			2008			2008			2007			2006			2005			2004
EARNINGS AS DEFINED:
Income (Loss) From Continuing Operations After     Interest Charges	$	19,136		$	24,284		$	90,582		$	65,667		$	57,709		$	52,074		$	18,577
Income Taxes		9,286			13,233			37,603			26,009			27,829			28,379			325
Income (Loss) From Continuing Operations before      Income Taxes		28,422			37,517			128,185			91,676			85,538			80,453			18,902
Fixed Charges		19,751			21,445			84,478			75,655			79,093			72,652			67,685
Capitalized Interest (allowance for borrowed funds used      during construction)		(584	)		(3,797	)		(9,464	)		(12,771	)		(5,505	)		(1,504	)		(2,849	)
Total	$	47,589		$	55,165		$	203,199		$	154,560		$	159,126		$	151,601		$	83,738
FIXED CHARGES AS DEFINED:	$	19,751		$	21,445		$	84,478		$	75,655		$	79,093		$	72,652		$	67,685
Interest Expensed and Capitalized (1)		-			-			-			-			-			-			-
Total	$	19,751		$	21,445		$	84,478		$	75,655		$	79,093		$	72,652		$	67,685
RATIO OF EARNINGS TO FIXED CHARGES		2.41			2.57			2.41			2.04			2.01			2.09			1.24

(1) Includes amortization of premiums, discounts, and capitalized debt expense and interest component of rent expense.

For the purpose of calculating the ratios of earnings to fixed charges, “Fixed charges” represent the aggregate of interest charges on short-term and long-term debt (whether expensed or capitalized) and the portion of rental expense deemed attributable to interest.  “Earnings” represents pre-tax income (or loss) from continuing operations before, solely with respect to the years ended December 31, 2006, 2005 and 2004,  pre-tax preferred stock dividend requirement plus fixed charges (excluding capitalized interest).

EX-31.1 11 exhibit31-1.htm EXHIBIT 31.1

EXHIBIT 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER REQUIRED BY

SECTION 302(A) OF THE SARBANES-OXLEY ACT OF 2002

NV ENERGY, INC.

(“Registrant”)

I, Michael W. Yackira, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of NV Energy, Inc.;

2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.   The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), for the registrant and have:

(a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.   The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

May 4, 2009

/s/ Michael W. Yackira

Michael W. Yackira

President and Chief Executive Officer

NV Energy, Inc.

EX-31.2 12 exhibit31-2.htm EXHIBIT 31.2

EXHIBIT 31.2

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER REQUIRED BY

SECTION 302(A) OF THE SARBANES-OXLEY ACT OF 2002

NEVADA POWER COMPANY (dba NV ENERGY)

(“Registrant”)

I, Michael W. Yackira, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Nevada Power Company (dba NV Energy);

2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.   The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), for the registrant and have:

(a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.   The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

May 4, 2009

/s/ Michael W. Yackira

Michael W. Yackira

President and Chief Executive Officer

Nevada Power Company (dba NV Energy)

EX-31.3 13 exhibit31-3.htm EXHIBIT 31.3

EXHIBIT 31.3

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER REQUIRED BY

SECTION 302(A) OF THE SARBANES-OXLEY ACT OF 2002

SIERRA PACIFIC POWER COMPANY (dba NV ENERGY)

(“Registrant”)

I, Michael W. Yackira, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Sierra Pacific Power Company (dba NV Energy);

2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.   The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), for the registrant and have:

(a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.   The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

May 4, 2009

/s/ Michael W. Yackira

Michael W. Yackira

Chief Executive Officer

Sierra Pacific Power Company (dba NV Energy)

EX-31.4 14 exhibit31-4.htm EXHIBIT 31.4

EXHIBIT 31.4

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER REQUIRED BY

SECTION 302(A) OF THE SARBANES-OXLEY ACT OF 2002

NV ENERGY, INC.

(“Registrant”)

I, William D. Rogers, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of NV Energy, Inc.;

2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.   The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), for the registrant and have:

(a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.   The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

May 4, 2009

/s/ William D. Rogers

William D. Rogers

Chief Financial Officer

NV Energy, Inc.

EX-31.5 15 exhibit31-5.htm EXHIBIT 31.5

EXHIBIT 31.5

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER REQUIRED BY

SECTION 302(A) OF THE SARBANES-OXLEY ACT OF 2002

NEVADA POWER COMPANY (dba NV ENERGY)

(“Registrant”)

I, William D. Rogers, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Nevada Power Company (dba NV Energy);

2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.   The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), for the registrant and have:

(a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.   The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

May 4, 2009

/s/ William D. Rogers

William D. Rogers

Chief Financial Officer

Nevada Power Company (dba NV Energy)

EX-31.6 16 exhibit31-6.htm EXHIBIT 31.6

EXHIBIT 31.6

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER REQUIRED BY

SECTION 302(A) OF THE SARBANES-OXLEY ACT OF 2002

SIERRA PACIFIC POWER COMPANY (dba NV ENERGY)

(“Registrant”)

I, William D. Rogers, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Sierra Pacific Power Company (dba NV Energy);

2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.   The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), for the registrant and have:

(a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.   The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

May 4, 2009

/s/ William D. Rogers

William D. Rogers

Chief Financial Officer

Sierra Pacific Power Company (dba NV Energy)

EX-32.1 17 exhibit32-1.htm EXHIBIT 32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

NV ENERGY, INC.

(“Registrant”)

In connection with this report of NV Energy, Inc. on Form 10-Q for the quarter ended March 31, 2009 as filed with the Securities and Exchange Commission on the date hereof, I, Michael W. Yackira, President and Chief Executive Officer of registrant, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

1.   This report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2.   The information contained in this report fairly presents, in all material respects, the financial condition and results of operations of the registrant.

/s/ Michael W. Yackira

Michael W. Yackira

President and Chief Executive Officer

NV Energy, Inc.

May 4, 2009

This Certification accompanies this Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the registrant for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section.  Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent the registrant specifically incorporates it by reference.

A signed original of this written statement required by Section 906 has been provided to the registrant and will be retained by the registrant and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2 18 exhibit32-2.htm EXHIBIT 32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

NEVADA POWER COMPANY (dba NV ENERGY)

(“Registrant”)

In connection with this report of Nevada Power Company (dba NV Energy) on Form 10-Q for the quarter ended March 31, 2009 as filed with the Securities and Exchange Commission on the date hereof, I, Michael W. Yackira, President and Chief Executive Officer of registrant, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

1.   This report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2.   The information contained in this report fairly presents, in all material respects, the financial condition and results of operations of the registrant.

/s/ Michael W. Yackira

Michael W. Yackira

President and Chief Executive Officer

Nevada Power Company (dba NV Energy)

May 4, 2009

This Certification accompanies this Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the registrant for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section.  Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent the registrant specifically incorporates it by reference.

A signed original of this written statement required by Section 906 has been provided to the registrant and will be retained by the registrant and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.3 19 exhibit32-3.htm EXHIBIT 32.3

EXHIBIT 32.3

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

SIERRA PACIFIC POWER COMPANY (dba NV ENERGY)

(“Registrant”)

In connection with this report of Sierra Pacific Power Company (dba NV Energy) on Form 10-Q for the quarter ended March 31, 2009 as filed with the Securities and Exchange Commission on the date hereof, I, Michael W. Yackira, Chief Executive Officer of registrant, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

1.   This report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2.   The information contained in this report fairly presents, in all material respects, the financial condition and results of operations of the registrant.

/s/ Michael W. Yackira

Michael W. Yackira

Chief Executive Officer

Sierra Pacific Power Company (dba NV Energy)

May 4, 2009

This Certification accompanies this Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the registrant for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section.  Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent the registrant specifically incorporates it by reference.

A signed original of this written statement required by Section 906 has been provided to the registrant and will be retained by the registrant and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.4 20 exhibit32-4.htm EXHIBIT 32.4

EXHIBIT 32.4

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

NV ENERGY, INC.

(“Registrant”)

In connection with this report of NV Energy, Inc. on Form 10-Q for the quarter ended March 31, 2009 as filed with the Securities and Exchange Commission on the date hereof, I, William D. Rogers, Chief Financial Officer of registrant, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

1.   This report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2.   The information contained in this report fairly presents, in all material respects, the financial condition and results of operations of the registrant.

/s/ William D. Rogers

William D. Rogers

Chief Financial Officer

NV Energy, Inc.

May 4, 2009

This Certification accompanies this Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the registrant for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section.  Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent the registrant specifically incorporates it by reference.

A signed original of this written statement required by Section 906 has been provided to the registrant and will be retained by the registrant and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.5 21 exhibit32-5.htm EXHIBIT 32.5

EXHIBIT 32.5

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

NEVADA POWER COMPANY (dba NV ENERGY)

(“Registrant”)

In connection with this report of Nevada Power Company (dba NV Energy) on Form 10-Q for the quarter ended March 31, 2009 as filed with the Securities and Exchange Commission on the date hereof, I, William D. Rogers, Chief Financial Officer of registrant, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

1.   This report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2.   The information contained in this report fairly presents, in all material respects, the financial condition and results of operations of the registrant.

/s/ William D. Rogers

William D. Rogers

Chief Financial Officer

Nevada Power Company (dba NV Energy)

May 4, 2009

This Certification accompanies this Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the registrant for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section.  Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent the registrant specifically incorporates it by reference.

A signed original of this written statement required by Section 906 has been provided to the registrant and will be retained by the registrant and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.6 22 exhibit32-6.htm EXHIBIT 32.6

EXHIBIT 32.6

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

SIERRA PACIFIC POWER COMPANY (dba NV ENERGY)

(“Registrant”)

In connection with this report of Sierra Pacific Power Company (dba NV Energy) on Form 10-Q for the quarter ended March 31, 2009 as filed with the Securities and Exchange Commission on the date hereof, I, William D. Rogers, Chief Financial Officer of registrant, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

1.   This report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2.   The information contained in this report fairly presents, in all material respects, the financial condition and results of operations of the registrant.

/s/ William D. Rogers

William D. Rogers

Chief Financial Officer

Sierra Pacific Power Company (dba NV Energy)

May 4, 2009

This Certification accompanies this Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the registrant for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section.  Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent the registrant specifically incorporates it by reference.

A signed original of this written statement required by Section 906 has been provided to the registrant and will be retained by the registrant and furnished to the Securities and Exchange Commission or its staff upon request.

-----END PRIVACY-ENHANCED MESSAGE-----

EX-10.3

EXHIBIT 10.3

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

THIS SECOND AMENDMENT (this "Agreement") is made and entered into as of this 25th day of November, 2008, with an effective date as set forth in Section 3 hereof, by and among SIERRA PACIFIC POWER COMPANY (d/b/a NV Energy), a Nevada corporation (the "Borrower"), the lenders party to the Credit Agreement referred to below (the “Lenders”) that have executed a Lender Authorization in the form set forth as Exhibit A attached hereto, and WACHOVIA BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).

Statement of Purpose

The Lenders agreed to extend certain credit facilities to the Borrower pursuant to the Amended and Restated Credit Agreement, dated as of November 4, 2005 (as amended, modified and supplemented by that certain Amendment and Consent dated as of April 19, 2006, and as further amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"), by and among the Borrower, the Lenders and the Administrative Agent.

The Borrower has requested, and the Lenders and the Administrative Agent have agreed, subject to the terms and conditions set forth herein, to amend the Credit Agreement as specifically set forth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

SECTION 1.    Definitions.  All capitalized, undefined terms used in this Agreement (including, without limitation, in the Statement of Purpose hereto) shall have the meanings assigned thereto in the Credit Agreement.

SECTION 2.    Amendments.  Subject to and in accordance with the terms and conditions set forth herein, the Administrative Agent and the Lenders hereby agree to amend the Credit Agreement as follows:

(a)           The definition of "Letter of Credit" contained in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety as follows:

""Letter of Credit" means (a) a standby letter of credit issued (or, pursuant to Section 4.2(d) deemed issued) by an Issuing Bank pursuant to Section 4.2 (including any Existing Letters of Credit) and (b) an irrevocable direct pay letter of credit issued by an Issuing Bank pursuant to Section 4.2, which shall be on terms and subject to conditions agreed to from time to time between the Borrower and any Issuing Bank, in each case as any such letter of credit may be from time to time amended, modified or extended in accordance with the terms of this Agreement and the related Issuing Bank Agreement."

(b)           Section 2.2(c) of the Credit Agreement is hereby amended by inserting the phrase "or such other percent per annum as agreed to from time to time by the Borrower and any Issuing Bank, but in no event exceeding .250 percent per annum" immediately before the "." at the end of the first sentence of such Section.

SECTION 3.    Effectiveness.  The amendments set forth in Section 2 of this Agreement shall be deemed to be effective upon receipt by the Administrative Agent of (a) counterparts of this Agreement executed by the Borrower and the Administrative Agent and (b) Lender Authorizations executed by the Required Lenders and each Issuing Bank pursuant to Section 11.1 of the Credit Agreement.

1

SECTION 4.     Effect of Agreement.  Except as expressly provided herein, the Credit Agreement (as amended hereby) and the other Loan Documents shall remain in full force and effect.  This Agreement shall not be deemed (a) to be a waiver of, or consent to, or a modification or amendment of, any other term or condition of the Credit Agreement or any other Loan Document, (b) to prejudice any right or rights which the Administrative Agent or the Lenders may now have or may have in the future under or in connection with the Credit Agreement or the other Loan Documents or any of the instruments or agreements referred to therein, as the same may be amended, restated, supplemented or modified from time to time, or (c) to be a commitment or any other undertaking or expression of any willingness to engage in any further discussion with the Borrower, any of its Subsidiaries or any other Person with respect to any waiver, amendment, modification or any other change to the Credit Agreement or the Loan Documents or any rights or remedies arising in favor of the Lenders or the Administrative Agent, or any of them, under or with respect to any such documents.  References in the Credit Agreement to “this Agreement” (and indirect references such as “hereunder”, “hereby”, “herein”, “hereof” or other words of like import) and in any Loan Document to the “Credit Agreement” shall be deemed to be references to the Credit Agreement as modified hereby.

SECTION 5.    Representations and Warranties.  (a) By its execution hereof, the Borrower certifies that (i) each of the representations and warranties set forth in the Credit Agreement and the other Loan Documents (both before and after giving effect to this Agreement and the transactions contemplated hereby) is true and correct as of the date hereof as if fully set forth herein, except for any representation and warranty made as of an earlier date, which representation and warranty shall remain true and correct as of such earlier date; and (ii) no Default or Event of Default has occurred and is continuing as of the date hereof both before and after giving effect to this Agreement and the transactions contemplated hereby.

(b)           By its execution hereof, the Borrower hereby represents and warrants that it has the right, power and authority and has taken all necessary corporate and company action to authorize the execution, delivery and performance of this Agreement and each other document executed in connection herewith to which it is a party in accordance with their respective terms.

(c)           By its execution hereof, the Borrower hereby represents and warrants that this Agreement and each other document executed in connection herewith has been duly executed and delivered by its duly authorized officers, and each such document constitutes the legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar.

SECTION 6.    Costs, Expenses and Taxes.  The Borrower agrees to pay in accordance with the terms of the Credit Agreement all reasonable costs and expenses of the Administrative Agent in connection with the preparation, execution, delivery, administration of this Agreement and the other instruments and documents to be delivered hereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities hereunder and thereunder.

SECTION 7.    Execution in Counterparts.  This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.  Delivery of an executed signature page of this Agreement or Lender Authorization by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.

2

SECTION 8.    Governing Law.  This Agreement and the rights and obligations of the parties under this Agreement shall be governed by, and construed and interpreted in accordance with, the law of the State of New York.

SECTION 9.    Fax Transmission.  A facsimile, telecopy or other reproduction of this Agreement may be executed by one or more parties hereto, and an executed copy of this Agreement may be delivered by one or more parties hereto by facsimile or similar instantaneous electronic transmission device pursuant to which the signature of or on behalf of such party can be seen, and such execution and delivery shall be considered valid, binding and effective for all purposes.  At the request of any party hereto, all parties hereto agree to execute an original of this Agreement as well as any facsimilie, telecopy or other reproduction hereof.

SECTION 10.    Entire Agreement.  This Agreement is the entire agreement, and supersedes any prior agreements and contemporaneous oral agreements, of the parties concerning its subject matter.

SECTION 11.    Successors and Assigns.  This Agreement shall be binding on and inure to the benefit of the parties and their heirs, beneficiaries, successors and permitted assigns.

[Signature Pages Follow]

3

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed under seal by their duly authorized officers, all as of the day and year first written above.

        SIERRA PACIFIC POWER COMPANY (d/b/a NV

        Energy), as Borrower

    By: _________________________________________

    Name:

            Title:

4

        WACHOVIA BANK, NATIONAL ASSOCIATION,

                                                                as Administrative Agent, Lender and Issuing Bank

    By:  ________________________________________                                                                          

    Name:

            Title:

5

Exhibit A

Form of Lender Authorization

6

LENDER AUTHORIZATION

Sierra Pacific Power Company (d/b/a NV Energy)

Amended and Restated Credit Agreement

December __, 2008

Wachovia Bank, National Association

1525 West W.T. Harris Blvd.

Charlotte, North Carolina 28262

Attention:  Syndication Agency Services

Re: Second Amendment to Amended and Restated Credit Agreement dated as of November 4, 2005 (as amended, the “Credit Agreement”) by and among Sierra Pacific Power Company (d/b/a NV Energy) (the “Borrower”), the several banks and other financial institutions or entities from time to time party thereto, as lenders (the “Lenders”), and Wachovia Bank, National Association, as administrative agent (the “Administrative Agent”) (the “Second Amendment”)

This Authorization acknowledges our receipt and review of the execution copy of the Second Amendment in the form posted on Sierra Pacific Power Company SyndTrak Online workspace.  By executing this Authorization, we hereby approve the Second Amendment and authorize the Administrative Agent to execute and deliver the Second Amendment on our behalf.

Each financial institution executing this Authorization agrees or reaffirms that it shall be a party to the Credit Agreement and the other Loan Documents (as defined in the Credit Agreement) to which Lenders are parties and shall have the rights and obligations of a Lender (as defined in the Credit Agreement) and, if applicable, of an Issuing Bank (as defined in the Credit Agreement), and agrees to be bound by the terms and provisions applicable to a “Lender”, and, if applicable, to an "Issuing Bank" under each such agreement.  In furtherance of the foregoing, each financial institution executing this Authorization agrees to execute any additional documents reasonably requested by the Administrative Agent to evidence such financial institution’s rights and obligations under the Credit Agreement.

______________________________________________

        [Insert name of applicable financial institution]

        By:                                                                 

        Name:                      < /div>

        Title:                      < /div>

7

EX-10.4 7 exhibit10-4.htm EXHIBIT 10.4

EXHIBIT 10.4

THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

THIS THIRD AMENDMENT (this "Agreement") is made and entered into as of this 10th day of February, 2009, with an effective date as set forth in Section 3 hereof, by and among SIERRA PACIFIC POWER COMPANY d/b/a NV Energy, a Nevada corporation (the "Borrower"), the lenders party to the Credit Agreement referred to below (the “Lenders”) that have executed a Lender Authorization in the form set forth as Exhibit A attached hereto, and WACHOVIA BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).

Statement of Purpose

The Lenders agreed to extend certain credit facilities to the Borrower pursuant to the Amended and Restated Credit Agreement, dated as of November 4, 2005 (as amended, modified and supplemented by that certain Amendment and Consent dated as of April 19, 2006 and that certain Second Amendment dated as of November 25, 2008, and as further amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"), by and among the Borrower, the Lenders and the Administrative Agent.

The Borrower has requested, and the Lenders and the Administrative Agent have agreed, subject to the terms and conditions set forth herein, to amend the Credit Agreement as specifically set forth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

SECTION 1.    Definitions.  All capitalized, undefined terms used in this Agreement (including, without limitation, in the Statement of Purpose hereto) shall have the meanings assigned thereto in the Credit Agreement.

SECTION 2.    Amendments.  Subject to and in accordance with the terms and conditions set forth herein, the Administrative Agent and the Lenders hereby agree to amend the Credit Agreement as follows:

(a)           Section 2.1(a) of the Credit Agreement is hereby amended by inserting the following language in lieu of the period at the end of the first sentence of such Section:

"provided, that for purposes of this Section 2.1(a) and all other provisions of this Agreement and each other Loan Document, (i) the Available Commitment of a Defaulting Lender shall be deemed to be zero and (ii) at any time there is a Defaulting Lender, the aggregate Commitments shall be reduced by an amount equal to such Defaulting Lender's Available Commitment (calculated without giving effect to the immediately preceding clause (i))."

(b)           Section 2.3 of the Credit Agreement is hereby amended by adding the following as a new clause (c) to such Section and re-lettering current clauses (c), (d) and (e) accordingly:

“(c)           At any time a Lender is a Defaulting Lender, the Borrower may terminate in full the Commitment of such Defaulting Lender by giving notice to such Defaulting Lender and the Administrative Agent; provided, that, (i) at the time of such termination, (A) no Default or Event of Default has occurred and is continuing (or the Required Lenders consent to such termination) and (B) either (x) no Loans are outstanding or (y) such Defaulting Lender's Percentage in respect of outstanding Loans is zero; (ii) concurrently with such termination, the aggregate Commitments of all Lenders shall be reduced by the Commitment of the Defaulting Lender (it being understood that the Borrower may not terminate the Commitment of a Defaulting Lender if, after giving effect to such termination, the aggregate principal amount of Loans outstanding plus the aggregate amount of LC Outstandings hereunder would exceed the aggregate Commitments of all Lenders); and (iii) concurrently with any subsequent payment of interest or fees to the Lenders with respect to any period before the termination of the Commitment of such Defaulting Lender, the Borrower shall pay to such Defaulting Lender its ratable share (based on its ratable share before giving effect to such termination) of such interest or fees, as applicable.  Notwithstanding anything to the contrary contained in this Agreement or any of the other Loan Documents, the Borrower shall not be obligated to pay any interest or fees to a Defaulting Lender that accrue after the date that the Borrower terminates the Commitment of such Defaulting Lender pursuant to and in accordance with the terms of this Agreement."

SECTION 3.    Effectiveness.  The amendments set forth in Section 2 of this Agreement shall be deemed to be effective upon receipt by the Administrative Agent of (a) counterparts of this Agreement executed by the Borrower and the Administrative Agent and (b) Lender Authorizations executed by the Required Lenders pursuant to Section 11.1 of the Credit Agreement.

SECTION 4.    Effect of Agreement.  Except as expressly provided herein, the Credit Agreement (as amended hereby) and the other Loan Documents shall remain in full force and effect.  This Agreement shall not be deemed (a) to be a waiver of, or consent to, or a modification or amendment of, any other term or condition of the Credit Agreement or any other Loan Document, (b) to prejudice any right or rights which the Administrative Agent or the Lenders may now have or may have in the future under or in connection with the Credit Agreement or the other Loan Documents or any of the instruments or agreements referred to therein, as the same may be amended, restated, supplemented or modified from time to time, or (c) to be a commitment or any other undertaking or expression of any willingness to engage in any further discussion with the Borrower, any of its Subsidiaries or any other Person with respect to any waiver, amendment, modification or any other change to the Credit Agreement or the Loan Documents or any rights or remedies arising in favor of the Lenders or the Administrative Agent, or any of them, under or with respect to any such documents.  References in the Credit Agreement to “this Agreement” (and indirect references such as “hereunder”, “hereby”, “herein”, “hereof” or other words of like import) and in any Loan Document to the “Credit Agreement” shall be deemed to be references to the Credit Agreement as modified hereby.

SECTION 5.    Representations and Warranties.  (a) By its execution hereof, the Borrower certifies that (i) each of the representations and warranties set forth in the Credit Agreement and the other Loan Documents (both before and after giving effect to this Agreement and the transactions contemplated hereby) is true and correct as of the date hereof as if fully set forth herein, except for any representation and warranty made as of an earlier date, which representation and warranty shall remain true and correct as of such earlier date; and (ii) no Default or Event of Default has occurred and is continuing as of the date hereof both before and after giving effect to this Agreement and the transactions contemplated hereby.

(b)           By its execution hereof, the Borrower hereby represents and warrants that it has the right, power and authority and has taken all necessary corporate and company action to authorize the execution, delivery and performance of this Agreement and each other document executed in connection herewith to which it is a party in accordance with their respective terms.

(c)           By its execution hereof, the Borrower hereby represents and warrants that this Agreement and each other document executed in connection herewith has been duly executed and delivered by its duly authorized officers, and each such document constitutes the legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar.

SECTION 6.    Costs, Expenses and Taxes.  The Borrower agrees to pay in accordance with the terms of the Credit Agreement all reasonable costs and expenses of the Administrative Agent in connection with the preparation, execution, delivery, administration of this Agreement and the other instruments and documents to be delivered hereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities hereunder and thereunder.

SECTION 7.    Execution in Counterparts.  This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.  Delivery of an executed signature page of this Agreement or Lender Authorization by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.

SECTION 8.    Governing Law.  This Agreement and the rights and obligations of the parties under this Agreement shall be governed by, and construed and interpreted in accordance with, the law of the State of New York.

SECTION 9.    Fax Transmission.  A facsimile, telecopy or other reproduction of this Agreement may be executed by one or more parties hereto, and an executed copy of this Agreement may be delivered by one or more parties hereto by facsimile or similar instantaneous electronic transmission device pursuant to which the signature of or on behalf of such party can be seen, and such execution and delivery shall be considered valid, binding and effective for all purposes.  At the request of any party hereto, all parties hereto agree to execute an original of this Agreement as well as any facsimilie, telecopy or other reproduction hereof.

SECTION 10.    Entire Agreement.  This Agreement is the entire agreement, and supersedes any prior agreements and contemporaneous oral agreements, of the parties concerning its subject matter.

SECTION 11.    Successors and Assigns.  This Agreement shall be binding on and inure to the benefit of the parties and their heirs, beneficiaries, successors and permitted assigns.

[Signature Pages Follow]

1

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed under seal by their duly authorized officers, all as of the day and year first written above.

      SIERRA PACIFIC POWER COMPANY d/b/a NV

      Energy, as Borrower 

      By: ______________________________________________

       Name:

       Title:

2

      WACHOVIA BANK, NATIONAL ASSOCIATION,

      as Administrative Agent and Lender

      By:   ____________________________________________                                          ;                               

       Name:

       Title:

3

Exhibit A

Form of Lender Authorization

4

LENDER AUTHORIZATION

Sierra Pacific Power Company d/b/a NV Energy

Amended and Restated Credit Agreement

February __, 2009

Wachovia Bank, National Association

1525 West W.T. Harris Blvd.

Charlotte, North Carolina 28262

Attention:  Syndication Agency Services

Re: Third Amendment to Amended and Restated Credit Agreement dated as of November 4, 2005 (as amended, the “Credit Agreement”) by and among Sierra Pacific Power Company d/b/a NV Energy (the “Borrower”), the several banks and other financial institutions or entities from time to time party thereto, as lenders (the “Lenders”), and Wachovia Bank, National Association, as administrative agent (the “Administrative Agent”) (the “Third Amendment”)

This Authorization acknowledges our receipt and review of the execution copy of the Third Amendment in the form posted on Sierra Pacific Power Company SyndTrak Online workspace.  By executing this Authorization, we hereby approve the Third Amendment and authorize the Administrative Agent to execute and deliver the Third Amendment on our behalf.

Each financial institution executing this Authorization agrees or reaffirms that it shall be a party to the Credit Agreement and the other Loan Documents (as defined in the Credit Agreement) to which Lenders are parties and shall have the rights and obligations of a Lender (as defined in the Credit Agreement), and agrees to be bound by the terms and provisions applicable to a “Lender”, under each such agreement.  In furtherance of the foregoing, each financial institution executing this Authorization agrees to execute any additional documents reasonably requested by the Administrative Agent to evidence such financial institution’s rights and obligations under the Credit Agreement.

                 ______________________________________________

        [Insert name of applicable financial institution]

        By:   __________________________________________                                                        

        Name:                      < /div>

        Title:                      < /div>

5

EX-12.1 8 exhibit12-1.htm EXHIBIT 12.1

EXHIBIT 12.1

NV ENERGY, INC.

RATIOS OF EARNINGS TO FIXED CHARGES

(Dollars in Thousands)

	Three Months Ended March 31,						Year Ended December 31,
	2009			2008			2008			2007			2006			2005			2004
EARNINGS AS DEFINED:
Income (Loss) From Continuing Operations After Interest Charges	$	(22,244	)	$	24,058		$	208,887		$	197,295		$	279,792		$	86,137		$	30,842
Income Taxes		(11,414	)		16,708			95,354			87,555			145,605			43,118			18,050
Income (Loss) From Continuing Operations
before Income Taxes		(33,658	)		40,766			304,241			284,850			425,397			129,255			48,892
Fixed Charges		89,926			79,460			335,868			310,876			336,024			319,654			324,969
Capitalized Interest (allowance for borrowed funds used during construction)		(5,146	)		(9,152	)		(29,527	)		(25,967	)		(17,119	)		(24,691	)		(8,587	)
Preferred Stock Dividend Requirement		-			-			-			-			(3,602	)		(6,000	)		(6,000	)
Total	$	51,122		$	111,074		$	610,582		$	569,759		$	740,700		$	418,218		$	359,274
FIXED CHARGES AS DEFINED:
Interest Expensed and Capitalized (1)	$	89,926		$	79,460		$	335,868		$	310,876		$	332,422		$	313,654		$	318,969
Preferred Stock Dividend Requirement		-			-			-			-			3,602			6,000			6,000
Total	$	89,926		$	79,460		$	335,868		$	310,876		$	336,024		$	319,654		$	324,969
RATIO OF EARNINGS TO FIXED CHARGES		-			1.40			1.82			1.83			2.20			1.31			1.11
DEFICIENCY	$	38,804		$	-		$	-		$	-		$	-		$	-		$	-

(1)     Includes amortization of premiums, discounts, and capitalized debt expense and interest component of rent expense.

For the purpose of calculating the ratios of earnings to fixed charges, “Fixed charges” represent the aggregate of interest charges on short-term and long-term debt (whether expensed or capitalized), the portion of rental expense deemed to be attributable to interest, and the pre-tax preferred stock dividend requirement of SPPC.  “Earnings” represents pre-tax income (or Loss) from continuing operations before, solely with respect to the years ended December 31, 2006, 2005 and 2004, pre-tax preferred stock dividend requirement of SPPC plus fixed charges (excluding capitalized interest and the pre-tax preferred stock dividend requirement of SPPC for the years ended December 31, 2006, 2005 and 2004).

EX-12.2 9 exhibit12-2.htm EXHIBIT 12.2

EXHIBIT 12.2

NEVADA POWER COMPANY

RATIOS OF EARNINGS TO FIXED CHARGES

(Dollars in Thousands)

	Three Months Ended March 31,						Year Ended December 31,
	2009			2008			2008			2007			2006			2005			2004
EARNINGS AS DEFINED:
Income (Loss) From Continuing Operations After Interest     Charges	$	(35,151	)	$	7,971		$	151,431		$	165,694		$	224,540		$	132,734		$	104,312
Income Taxes		(16,365	)		6,523			71,382			78,352			117,510			63,995			56,572
Income (Loss) From Continuing Operations before     Income Taxes		(51,516	)		14,494			222,813			244,046			342,050			196,729			160,884
Fixed Charges		60,513			47,571			210,067			190,836			190,333			159,776			145,055
Capitalized Interest (allowance for borrowed funds used     during construction)		(4,562	)		(5,355	)		(20,063	)		(13,196	)		(11,614	)		(23,187	)		(5,738	)
Total	$	4,435		$	56,710		$	412,817		$	421,686		$	520,769		$	333,318		$	300,201
FIXED CHARGES AS DEFINED:
Interest Expensed and Capitalized (1)	$	60,513		$	47,571		$	210,067		$	190,836		$	190,333		$	159,776		$	145,055
Preference Security Dividend Requirements
Total	$	60,513		$	47,571		$	210,067		$	190,836		$	190,333		$	159,776		$	145,055
RATIO OF EARNINGS TO FIXED CHARGES		-			1.19			1.97			2.21			2.74			2.09			2.07
DEFICIENCY	$	56,078		$	-		$	-		$	-		$	-		$	-		$	-

(1)    Includes amortization of premiums, discounts, and capitalized debt expense and interest component of rent expense.

For the purpose of calculating the ratios of earnings to fixed charges, “Fixed charges” represent the aggregate of interest charges on short-term and long-term debt (whether expensed or capitalized) and the portion of rental expense deemed attributable to interest.  “Earnings” represents pre-tax income (or loss) from continuing operations plus fixed charges (excluding capitalized interest).

EX-12.3 10 exhibit12-3.htm EXHIBIT 12.3

EXHIBIT 12.3

SIERRA PACIFIC POWER COMPANY

RATIOS OF EARNINGS TO FIXED CHARGES

(Dollars in Thousands)

	Three Months Ended March 31,						Year ended December 31,
	2009			2008			2008			2007			2006			2005			2004
EARNINGS AS DEFINED:
Income (Loss) From Continuing Operations After     Interest Charges	$	19,136		$	24,284		$	90,582		$	65,667		$	57,709		$	52,074		$	18,577
Income Taxes		9,286			13,233			37,603			26,009			27,829			28,379			325
Income (Loss) From Continuing Operations before      Income Taxes		28,422			37,517			128,185			91,676			85,538			80,453			18,902
Fixed Charges		19,751			21,445			84,478			75,655			79,093			72,652			67,685
Capitalized Interest (allowance for borrowed funds used      during construction)		(584	)		(3,797	)		(9,464	)		(12,771	)		(5,505	)		(1,504	)		(2,849	)
Total	$	47,589		$	55,165		$	203,199		$	154,560		$	159,126		$	151,601		$	83,738
FIXED CHARGES AS DEFINED:	$	19,751		$	21,445		$	84,478		$	75,655		$	79,093		$	72,652		$	67,685
Interest Expensed and Capitalized (1)		-			-			-			-			-			-			-
Total	$	19,751		$	21,445		$	84,478		$	75,655		$	79,093		$	72,652		$	67,685
RATIO OF EARNINGS TO FIXED CHARGES		2.41			2.57			2.41			2.04			2.01			2.09			1.24

(1) Includes amortization of premiums, discounts, and capitalized debt expense and interest component of rent expense.

For the purpose of calculating the ratios of earnings to fixed charges, “Fixed charges” represent the aggregate of interest charges on short-term and long-term debt (whether expensed or capitalized) and the portion of rental expense deemed attributable to interest.  “Earnings” represents pre-tax income (or loss) from continuing operations before, solely with respect to the years ended December 31, 2006, 2005 and 2004,  pre-tax preferred stock dividend requirement plus fixed charges (excluding capitalized interest).

EX-31.1 11 exhibit31-1.htm EXHIBIT 31.1

EXHIBIT 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER REQUIRED BY

SECTION 302(A) OF THE SARBANES-OXLEY ACT OF 2002

NV ENERGY, INC.

(“Registrant”)

I, Michael W. Yackira, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of NV Energy, Inc.;

2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.   The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), for the registrant and have:

(a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.   The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

May 4, 2009

/s/ Michael W. Yackira

Michael W. Yackira

President and Chief Executive Officer

NV Energy, Inc.

EX-31.2 12 exhibit31-2.htm EXHIBIT 31.2

EXHIBIT 31.2

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER REQUIRED BY

SECTION 302(A) OF THE SARBANES-OXLEY ACT OF 2002

NEVADA POWER COMPANY (dba NV ENERGY)

(“Registrant”)

I, Michael W. Yackira, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Nevada Power Company (dba NV Energy);

2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.   The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), for the registrant and have:

(a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.   The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

May 4, 2009

/s/ Michael W. Yackira

Michael W. Yackira

President and Chief Executive Officer

Nevada Power Company (dba NV Energy)

EX-31.3 13 exhibit31-3.htm EXHIBIT 31.3

EXHIBIT 31.3

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER REQUIRED BY

SECTION 302(A) OF THE SARBANES-OXLEY ACT OF 2002

SIERRA PACIFIC POWER COMPANY (dba NV ENERGY)

(“Registrant”)

I, Michael W. Yackira, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Sierra Pacific Power Company (dba NV Energy);

2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.   The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), for the registrant and have:

(a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.   The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

May 4, 2009

/s/ Michael W. Yackira

Michael W. Yackira

Chief Executive Officer

Sierra Pacific Power Company (dba NV Energy)

EX-31.4 14 exhibit31-4.htm EXHIBIT 31.4

EXHIBIT 31.4

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER REQUIRED BY

SECTION 302(A) OF THE SARBANES-OXLEY ACT OF 2002

NV ENERGY, INC.

(“Registrant”)

I, William D. Rogers, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of NV Energy, Inc.;

2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.   The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), for the registrant and have:

(a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.   The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

May 4, 2009

/s/ William D. Rogers

William D. Rogers

Chief Financial Officer

NV Energy, Inc.

EX-31.5 15 exhibit31-5.htm EXHIBIT 31.5

EXHIBIT 31.5

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER REQUIRED BY

SECTION 302(A) OF THE SARBANES-OXLEY ACT OF 2002

NEVADA POWER COMPANY (dba NV ENERGY)

(“Registrant”)

I, William D. Rogers, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Nevada Power Company (dba NV Energy);

2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.   The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), for the registrant and have:

(a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.   The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

May 4, 2009

/s/ William D. Rogers

William D. Rogers

Chief Financial Officer

Nevada Power Company (dba NV Energy)

EX-31.6 16 exhibit31-6.htm EXHIBIT 31.6

EXHIBIT 31.6

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER REQUIRED BY

SECTION 302(A) OF THE SARBANES-OXLEY ACT OF 2002

SIERRA PACIFIC POWER COMPANY (dba NV ENERGY)

(“Registrant”)

I, William D. Rogers, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Sierra Pacific Power Company (dba NV Energy);

2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.   The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), for the registrant and have:

(a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.   The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

May 4, 2009

/s/ William D. Rogers

William D. Rogers

Chief Financial Officer

Sierra Pacific Power Company (dba NV Energy)

EX-32.1 17 exhibit32-1.htm EXHIBIT 32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

NV ENERGY, INC.

(“Registrant”)

In connection with this report of NV Energy, Inc. on Form 10-Q for the quarter ended March 31, 2009 as filed with the Securities and Exchange Commission on the date hereof, I, Michael W. Yackira, President and Chief Executive Officer of registrant, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

1.   This report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2.   The information contained in this report fairly presents, in all material respects, the financial condition and results of operations of the registrant.

/s/ Michael W. Yackira

Michael W. Yackira

President and Chief Executive Officer

NV Energy, Inc.

May 4, 2009

This Certification accompanies this Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the registrant for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section.  Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent the registrant specifically incorporates it by reference.

A signed original of this written statement required by Section 906 has been provided to the registrant and will be retained by the registrant and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2 18 exhibit32-2.htm EXHIBIT 32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

NEVADA POWER COMPANY (dba NV ENERGY)

(“Registrant”)

In connection with this report of Nevada Power Company (dba NV Energy) on Form 10-Q for the quarter ended March 31, 2009 as filed with the Securities and Exchange Commission on the date hereof, I, Michael W. Yackira, President and Chief Executive Officer of registrant, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

1.   This report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2.   The information contained in this report fairly presents, in all material respects, the financial condition and results of operations of the registrant.

/s/ Michael W. Yackira

Michael W. Yackira

President and Chief Executive Officer

Nevada Power Company (dba NV Energy)

May 4, 2009

This Certification accompanies this Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the registrant for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section.  Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent the registrant specifically incorporates it by reference.

A signed original of this written statement required by Section 906 has been provided to the registrant and will be retained by the registrant and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.3 19 exhibit32-3.htm EXHIBIT 32.3

EXHIBIT 32.3

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

SIERRA PACIFIC POWER COMPANY (dba NV ENERGY)

(“Registrant”)

In connection with this report of Sierra Pacific Power Company (dba NV Energy) on Form 10-Q for the quarter ended March 31, 2009 as filed with the Securities and Exchange Commission on the date hereof, I, Michael W. Yackira, Chief Executive Officer of registrant, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

1.   This report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2.   The information contained in this report fairly presents, in all material respects, the financial condition and results of operations of the registrant.

/s/ Michael W. Yackira

Michael W. Yackira

Chief Executive Officer

Sierra Pacific Power Company (dba NV Energy)

May 4, 2009

This Certification accompanies this Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the registrant for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section.  Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent the registrant specifically incorporates it by reference.

A signed original of this written statement required by Section 906 has been provided to the registrant and will be retained by the registrant and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.4 20 exhibit32-4.htm EXHIBIT 32.4

EXHIBIT 32.4

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

NV ENERGY, INC.

(“Registrant”)

In connection with this report of NV Energy, Inc. on Form 10-Q for the quarter ended March 31, 2009 as filed with the Securities and Exchange Commission on the date hereof, I, William D. Rogers, Chief Financial Officer of registrant, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

1.   This report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2.   The information contained in this report fairly presents, in all material respects, the financial condition and results of operations of the registrant.

/s/ William D. Rogers

William D. Rogers

Chief Financial Officer

NV Energy, Inc.

May 4, 2009

This Certification accompanies this Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the registrant for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section.  Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent the registrant specifically incorporates it by reference.

A signed original of this written statement required by Section 906 has been provided to the registrant and will be retained by the registrant and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.5 21 exhibit32-5.htm EXHIBIT 32.5

EXHIBIT 32.5

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

NEVADA POWER COMPANY (dba NV ENERGY)

(“Registrant”)

In connection with this report of Nevada Power Company (dba NV Energy) on Form 10-Q for the quarter ended March 31, 2009 as filed with the Securities and Exchange Commission on the date hereof, I, William D. Rogers, Chief Financial Officer of registrant, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

1.   This report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2.   The information contained in this report fairly presents, in all material respects, the financial condition and results of operations of the registrant.

/s/ William D. Rogers

William D. Rogers

Chief Financial Officer

Nevada Power Company (dba NV Energy)

May 4, 2009

This Certification accompanies this Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the registrant for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section.  Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent the registrant specifically incorporates it by reference.

A signed original of this written statement required by Section 906 has been provided to the registrant and will be retained by the registrant and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.6 22 exhibit32-6.htm EXHIBIT 32.6

EXHIBIT 32.6

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

SIERRA PACIFIC POWER COMPANY (dba NV ENERGY)

(“Registrant”)

In connection with this report of Sierra Pacific Power Company (dba NV Energy) on Form 10-Q for the quarter ended March 31, 2009 as filed with the Securities and Exchange Commission on the date hereof, I, William D. Rogers, Chief Financial Officer of registrant, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

1.   This report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2.   The information contained in this report fairly presents, in all material respects, the financial condition and results of operations of the registrant.

/s/ William D. Rogers

William D. Rogers

Chief Financial Officer

Sierra Pacific Power Company (dba NV Energy)

May 4, 2009

This Certification accompanies this Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the registrant for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section.  Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent the registrant specifically incorporates it by reference.

A signed original of this written statement required by Section 906 has been provided to the registrant and will be retained by the registrant and furnished to the Securities and Exchange Commission or its staff upon request.

-----END PRIVACY-ENHANCED MESSAGE-----

EX-10.4

EXHIBIT 10.4

THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

THIS THIRD AMENDMENT (this "Agreement") is made and entered into as of this 10th day of February, 2009, with an effective date as set forth in Section 3 hereof, by and among SIERRA PACIFIC POWER COMPANY d/b/a NV Energy, a Nevada corporation (the "Borrower"), the lenders party to the Credit Agreement referred to below (the “Lenders”) that have executed a Lender Authorization in the form set forth as Exhibit A attached hereto, and WACHOVIA BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).

Statement of Purpose

The Lenders agreed to extend certain credit facilities to the Borrower pursuant to the Amended and Restated Credit Agreement, dated as of November 4, 2005 (as amended, modified and supplemented by that certain Amendment and Consent dated as of April 19, 2006 and that certain Second Amendment dated as of November 25, 2008, and as further amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"), by and among the Borrower, the Lenders and the Administrative Agent.

The Borrower has requested, and the Lenders and the Administrative Agent have agreed, subject to the terms and conditions set forth herein, to amend the Credit Agreement as specifically set forth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

SECTION 1.    Definitions.  All capitalized, undefined terms used in this Agreement (including, without limitation, in the Statement of Purpose hereto) shall have the meanings assigned thereto in the Credit Agreement.

SECTION 2.    Amendments.  Subject to and in accordance with the terms and conditions set forth herein, the Administrative Agent and the Lenders hereby agree to amend the Credit Agreement as follows:

(a)           Section 2.1(a) of the Credit Agreement is hereby amended by inserting the following language in lieu of the period at the end of the first sentence of such Section:

"provided, that for purposes of this Section 2.1(a) and all other provisions of this Agreement and each other Loan Document, (i) the Available Commitment of a Defaulting Lender shall be deemed to be zero and (ii) at any time there is a Defaulting Lender, the aggregate Commitments shall be reduced by an amount equal to such Defaulting Lender's Available Commitment (calculated without giving effect to the immediately preceding clause (i))."

(b)           Section 2.3 of the Credit Agreement is hereby amended by adding the following as a new clause (c) to such Section and re-lettering current clauses (c), (d) and (e) accordingly:

“(c)           At any time a Lender is a Defaulting Lender, the Borrower may terminate in full the Commitment of such Defaulting Lender by giving notice to such Defaulting Lender and the Administrative Agent; provided, that, (i) at the time of such termination, (A) no Default or Event of Default has occurred and is continuing (or the Required Lenders consent to such termination) and (B) either (x) no Loans are outstanding or (y) such Defaulting Lender's Percentage in respect of outstanding Loans is zero; (ii) concurrently with such termination, the aggregate Commitments of all Lenders shall be reduced by the Commitment of the Defaulting Lender (it being understood that the Borrower may not terminate the Commitment of a Defaulting Lender if, after giving effect to such termination, the aggregate principal amount of Loans outstanding plus the aggregate amount of LC Outstandings hereunder would exceed the aggregate Commitments of all Lenders); and (iii) concurrently with any subsequent payment of interest or fees to the Lenders with respect to any period before the termination of the Commitment of such Defaulting Lender, the Borrower shall pay to such Defaulting Lender its ratable share (based on its ratable share before giving effect to such termination) of such interest or fees, as applicable.  Notwithstanding anything to the contrary contained in this Agreement or any of the other Loan Documents, the Borrower shall not be obligated to pay any interest or fees to a Defaulting Lender that accrue after the date that the Borrower terminates the Commitment of such Defaulting Lender pursuant to and in accordance with the terms of this Agreement."

SECTION 3.    Effectiveness.  The amendments set forth in Section 2 of this Agreement shall be deemed to be effective upon receipt by the Administrative Agent of (a) counterparts of this Agreement executed by the Borrower and the Administrative Agent and (b) Lender Authorizations executed by the Required Lenders pursuant to Section 11.1 of the Credit Agreement.

SECTION 4.    Effect of Agreement.  Except as expressly provided herein, the Credit Agreement (as amended hereby) and the other Loan Documents shall remain in full force and effect.  This Agreement shall not be deemed (a) to be a waiver of, or consent to, or a modification or amendment of, any other term or condition of the Credit Agreement or any other Loan Document, (b) to prejudice any right or rights which the Administrative Agent or the Lenders may now have or may have in the future under or in connection with the Credit Agreement or the other Loan Documents or any of the instruments or agreements referred to therein, as the same may be amended, restated, supplemented or modified from time to time, or (c) to be a commitment or any other undertaking or expression of any willingness to engage in any further discussion with the Borrower, any of its Subsidiaries or any other Person with respect to any waiver, amendment, modification or any other change to the Credit Agreement or the Loan Documents or any rights or remedies arising in favor of the Lenders or the Administrative Agent, or any of them, under or with respect to any such documents.  References in the Credit Agreement to “this Agreement” (and indirect references such as “hereunder”, “hereby”, “herein”, “hereof” or other words of like import) and in any Loan Document to the “Credit Agreement” shall be deemed to be references to the Credit Agreement as modified hereby.

SECTION 5.    Representations and Warranties.  (a) By its execution hereof, the Borrower certifies that (i) each of the representations and warranties set forth in the Credit Agreement and the other Loan Documents (both before and after giving effect to this Agreement and the transactions contemplated hereby) is true and correct as of the date hereof as if fully set forth herein, except for any representation and warranty made as of an earlier date, which representation and warranty shall remain true and correct as of such earlier date; and (ii) no Default or Event of Default has occurred and is continuing as of the date hereof both before and after giving effect to this Agreement and the transactions contemplated hereby.

(b)           By its execution hereof, the Borrower hereby represents and warrants that it has the right, power and authority and has taken all necessary corporate and company action to authorize the execution, delivery and performance of this Agreement and each other document executed in connection herewith to which it is a party in accordance with their respective terms.

(c)           By its execution hereof, the Borrower hereby represents and warrants that this Agreement and each other document executed in connection herewith has been duly executed and delivered by its duly authorized officers, and each such document constitutes the legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar.

SECTION 6.    Costs, Expenses and Taxes.  The Borrower agrees to pay in accordance with the terms of the Credit Agreement all reasonable costs and expenses of the Administrative Agent in connection with the preparation, execution, delivery, administration of this Agreement and the other instruments and documents to be delivered hereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities hereunder and thereunder.

SECTION 7.    Execution in Counterparts.  This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.  Delivery of an executed signature page of this Agreement or Lender Authorization by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.

SECTION 8.    Governing Law.  This Agreement and the rights and obligations of the parties under this Agreement shall be governed by, and construed and interpreted in accordance with, the law of the State of New York.

SECTION 9.    Fax Transmission.  A facsimile, telecopy or other reproduction of this Agreement may be executed by one or more parties hereto, and an executed copy of this Agreement may be delivered by one or more parties hereto by facsimile or similar instantaneous electronic transmission device pursuant to which the signature of or on behalf of such party can be seen, and such execution and delivery shall be considered valid, binding and effective for all purposes.  At the request of any party hereto, all parties hereto agree to execute an original of this Agreement as well as any facsimilie, telecopy or other reproduction hereof.

SECTION 10.    Entire Agreement.  This Agreement is the entire agreement, and supersedes any prior agreements and contemporaneous oral agreements, of the parties concerning its subject matter.

SECTION 11.    Successors and Assigns.  This Agreement shall be binding on and inure to the benefit of the parties and their heirs, beneficiaries, successors and permitted assigns.

[Signature Pages Follow]

1

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed under seal by their duly authorized officers, all as of the day and year first written above.

      SIERRA PACIFIC POWER COMPANY d/b/a NV

      Energy, as Borrower 

      By: ______________________________________________

       Name:

       Title:

2

      WACHOVIA BANK, NATIONAL ASSOCIATION,

      as Administrative Agent and Lender

      By:   ____________________________________________                                          ;                               

       Name:

       Title:

3

Exhibit A

Form of Lender Authorization

4

LENDER AUTHORIZATION

Sierra Pacific Power Company d/b/a NV Energy

Amended and Restated Credit Agreement

February __, 2009

Wachovia Bank, National Association

1525 West W.T. Harris Blvd.

Charlotte, North Carolina 28262

Attention:  Syndication Agency Services

Re: Third Amendment to Amended and Restated Credit Agreement dated as of November 4, 2005 (as amended, the “Credit Agreement”) by and among Sierra Pacific Power Company d/b/a NV Energy (the “Borrower”), the several banks and other financial institutions or entities from time to time party thereto, as lenders (the “Lenders”), and Wachovia Bank, National Association, as administrative agent (the “Administrative Agent”) (the “Third Amendment”)

This Authorization acknowledges our receipt and review of the execution copy of the Third Amendment in the form posted on Sierra Pacific Power Company SyndTrak Online workspace.  By executing this Authorization, we hereby approve the Third Amendment and authorize the Administrative Agent to execute and deliver the Third Amendment on our behalf.

Each financial institution executing this Authorization agrees or reaffirms that it shall be a party to the Credit Agreement and the other Loan Documents (as defined in the Credit Agreement) to which Lenders are parties and shall have the rights and obligations of a Lender (as defined in the Credit Agreement), and agrees to be bound by the terms and provisions applicable to a “Lender”, under each such agreement.  In furtherance of the foregoing, each financial institution executing this Authorization agrees to execute any additional documents reasonably requested by the Administrative Agent to evidence such financial institution’s rights and obligations under the Credit Agreement.

                 ______________________________________________

        [Insert name of applicable financial institution]

        By:   __________________________________________                                                        

        Name:                      < /div>

        Title:                      < /div>

5

EX-12.1 8 exhibit12-1.htm EXHIBIT 12.1

EXHIBIT 12.1

NV ENERGY, INC.

RATIOS OF EARNINGS TO FIXED CHARGES

(Dollars in Thousands)

	Three Months Ended March 31,						Year Ended December 31,
	2009			2008			2008			2007			2006			2005			2004
EARNINGS AS DEFINED:
Income (Loss) From Continuing Operations After Interest Charges	$	(22,244	)	$	24,058		$	208,887		$	197,295		$	279,792		$	86,137		$	30,842
Income Taxes		(11,414	)		16,708			95,354			87,555			145,605			43,118			18,050
Income (Loss) From Continuing Operations
before Income Taxes		(33,658	)		40,766			304,241			284,850			425,397			129,255			48,892
Fixed Charges		89,926			79,460			335,868			310,876			336,024			319,654			324,969
Capitalized Interest (allowance for borrowed funds used during construction)		(5,146	)		(9,152	)		(29,527	)		(25,967	)		(17,119	)		(24,691	)		(8,587	)
Preferred Stock Dividend Requirement		-			-			-			-			(3,602	)		(6,000	)		(6,000	)
Total	$	51,122		$	111,074		$	610,582		$	569,759		$	740,700		$	418,218		$	359,274
FIXED CHARGES AS DEFINED:
Interest Expensed and Capitalized (1)	$	89,926		$	79,460		$	335,868		$	310,876		$	332,422		$	313,654		$	318,969
Preferred Stock Dividend Requirement		-			-			-			-			3,602			6,000			6,000
Total	$	89,926		$	79,460		$	335,868		$	310,876		$	336,024		$	319,654		$	324,969
RATIO OF EARNINGS TO FIXED CHARGES		-			1.40			1.82			1.83			2.20			1.31			1.11
DEFICIENCY	$	38,804		$	-		$	-		$	-		$	-		$	-		$	-

(1)     Includes amortization of premiums, discounts, and capitalized debt expense and interest component of rent expense.

For the purpose of calculating the ratios of earnings to fixed charges, “Fixed charges” represent the aggregate of interest charges on short-term and long-term debt (whether expensed or capitalized), the portion of rental expense deemed to be attributable to interest, and the pre-tax preferred stock dividend requirement of SPPC.  “Earnings” represents pre-tax income (or Loss) from continuing operations before, solely with respect to the years ended December 31, 2006, 2005 and 2004, pre-tax preferred stock dividend requirement of SPPC plus fixed charges (excluding capitalized interest and the pre-tax preferred stock dividend requirement of SPPC for the years ended December 31, 2006, 2005 and 2004).

EX-12.2 9 exhibit12-2.htm EXHIBIT 12.2

EXHIBIT 12.2

NEVADA POWER COMPANY

RATIOS OF EARNINGS TO FIXED CHARGES

(Dollars in Thousands)

	Three Months Ended March 31,						Year Ended December 31,
	2009			2008			2008			2007			2006			2005			2004
EARNINGS AS DEFINED:
Income (Loss) From Continuing Operations After Interest     Charges	$	(35,151	)	$	7,971		$	151,431		$	165,694		$	224,540		$	132,734		$	104,312
Income Taxes		(16,365	)		6,523			71,382			78,352			117,510			63,995			56,572
Income (Loss) From Continuing Operations before     Income Taxes		(51,516	)		14,494			222,813			244,046			342,050			196,729			160,884
Fixed Charges		60,513			47,571			210,067			190,836			190,333			159,776			145,055
Capitalized Interest (allowance for borrowed funds used     during construction)		(4,562	)		(5,355	)		(20,063	)		(13,196	)		(11,614	)		(23,187	)		(5,738	)
Total	$	4,435		$	56,710		$	412,817		$	421,686		$	520,769		$	333,318		$	300,201
FIXED CHARGES AS DEFINED:
Interest Expensed and Capitalized (1)	$	60,513		$	47,571		$	210,067		$	190,836		$	190,333		$	159,776		$	145,055
Preference Security Dividend Requirements
Total	$	60,513		$	47,571		$	210,067		$	190,836		$	190,333		$	159,776		$	145,055
RATIO OF EARNINGS TO FIXED CHARGES		-			1.19			1.97			2.21			2.74			2.09			2.07
DEFICIENCY	$	56,078		$	-		$	-		$	-		$	-		$	-		$	-

(1)    Includes amortization of premiums, discounts, and capitalized debt expense and interest component of rent expense.

For the purpose of calculating the ratios of earnings to fixed charges, “Fixed charges” represent the aggregate of interest charges on short-term and long-term debt (whether expensed or capitalized) and the portion of rental expense deemed attributable to interest.  “Earnings” represents pre-tax income (or loss) from continuing operations plus fixed charges (excluding capitalized interest).

EX-12.3 10 exhibit12-3.htm EXHIBIT 12.3

EXHIBIT 12.3

SIERRA PACIFIC POWER COMPANY

RATIOS OF EARNINGS TO FIXED CHARGES

(Dollars in Thousands)

	Three Months Ended March 31,						Year ended December 31,
	2009			2008			2008			2007			2006			2005			2004
EARNINGS AS DEFINED:
Income (Loss) From Continuing Operations After     Interest Charges	$	19,136		$	24,284		$	90,582		$	65,667		$	57,709		$	52,074		$	18,577
Income Taxes		9,286			13,233			37,603			26,009			27,829			28,379			325
Income (Loss) From Continuing Operations before      Income Taxes		28,422			37,517			128,185			91,676			85,538			80,453			18,902
Fixed Charges		19,751			21,445			84,478			75,655			79,093			72,652			67,685
Capitalized Interest (allowance for borrowed funds used      during construction)		(584	)		(3,797	)		(9,464	)		(12,771	)		(5,505	)		(1,504	)		(2,849	)
Total	$	47,589		$	55,165		$	203,199		$	154,560		$	159,126		$	151,601		$	83,738
FIXED CHARGES AS DEFINED:	$	19,751		$	21,445		$	84,478		$	75,655		$	79,093		$	72,652		$	67,685
Interest Expensed and Capitalized (1)		-			-			-			-			-			-			-
Total	$	19,751		$	21,445		$	84,478		$	75,655		$	79,093		$	72,652		$	67,685
RATIO OF EARNINGS TO FIXED CHARGES		2.41			2.57			2.41			2.04			2.01			2.09			1.24

(1) Includes amortization of premiums, discounts, and capitalized debt expense and interest component of rent expense.

For the purpose of calculating the ratios of earnings to fixed charges, “Fixed charges” represent the aggregate of interest charges on short-term and long-term debt (whether expensed or capitalized) and the portion of rental expense deemed attributable to interest.  “Earnings” represents pre-tax income (or loss) from continuing operations before, solely with respect to the years ended December 31, 2006, 2005 and 2004,  pre-tax preferred stock dividend requirement plus fixed charges (excluding capitalized interest).

EX-31.1 11 exhibit31-1.htm EXHIBIT 31.1

EXHIBIT 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER REQUIRED BY

SECTION 302(A) OF THE SARBANES-OXLEY ACT OF 2002

NV ENERGY, INC.

(“Registrant”)

I, Michael W. Yackira, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of NV Energy, Inc.;

2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.   The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), for the registrant and have:

(a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.   The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

May 4, 2009

/s/ Michael W. Yackira

Michael W. Yackira

President and Chief Executive Officer

NV Energy, Inc.

EX-31.2 12 exhibit31-2.htm EXHIBIT 31.2

EXHIBIT 31.2

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER REQUIRED BY

SECTION 302(A) OF THE SARBANES-OXLEY ACT OF 2002

NEVADA POWER COMPANY (dba NV ENERGY)

(“Registrant”)

I, Michael W. Yackira, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Nevada Power Company (dba NV Energy);

2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.   The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), for the registrant and have:

(a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.   The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

May 4, 2009

/s/ Michael W. Yackira

Michael W. Yackira

President and Chief Executive Officer

Nevada Power Company (dba NV Energy)

EX-31.3 13 exhibit31-3.htm EXHIBIT 31.3

EXHIBIT 31.3

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER REQUIRED BY

SECTION 302(A) OF THE SARBANES-OXLEY ACT OF 2002

SIERRA PACIFIC POWER COMPANY (dba NV ENERGY)

(“Registrant”)

I, Michael W. Yackira, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Sierra Pacific Power Company (dba NV Energy);

2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.   The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), for the registrant and have:

(a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.   The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

May 4, 2009

/s/ Michael W. Yackira

Michael W. Yackira

Chief Executive Officer

Sierra Pacific Power Company (dba NV Energy)

EX-31.4 14 exhibit31-4.htm EXHIBIT 31.4

EXHIBIT 31.4

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER REQUIRED BY

SECTION 302(A) OF THE SARBANES-OXLEY ACT OF 2002

NV ENERGY, INC.

(“Registrant”)

I, William D. Rogers, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of NV Energy, Inc.;

2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.   The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), for the registrant and have:

(a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.   The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

May 4, 2009

/s/ William D. Rogers

William D. Rogers

Chief Financial Officer

NV Energy, Inc.

EX-31.5 15 exhibit31-5.htm EXHIBIT 31.5

EXHIBIT 31.5

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER REQUIRED BY

SECTION 302(A) OF THE SARBANES-OXLEY ACT OF 2002

NEVADA POWER COMPANY (dba NV ENERGY)

(“Registrant”)

I, William D. Rogers, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Nevada Power Company (dba NV Energy);

2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.   The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), for the registrant and have:

(a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.   The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

May 4, 2009

/s/ William D. Rogers

William D. Rogers

Chief Financial Officer

Nevada Power Company (dba NV Energy)

EX-31.6 16 exhibit31-6.htm EXHIBIT 31.6

EXHIBIT 31.6

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER REQUIRED BY

SECTION 302(A) OF THE SARBANES-OXLEY ACT OF 2002

SIERRA PACIFIC POWER COMPANY (dba NV ENERGY)

(“Registrant”)

I, William D. Rogers, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Sierra Pacific Power Company (dba NV Energy);

2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.   The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), for the registrant and have:

(a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.   The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

May 4, 2009

/s/ William D. Rogers

William D. Rogers

Chief Financial Officer

Sierra Pacific Power Company (dba NV Energy)

EX-32.1 17 exhibit32-1.htm EXHIBIT 32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

NV ENERGY, INC.

(“Registrant”)

In connection with this report of NV Energy, Inc. on Form 10-Q for the quarter ended March 31, 2009 as filed with the Securities and Exchange Commission on the date hereof, I, Michael W. Yackira, President and Chief Executive Officer of registrant, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

1.   This report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2.   The information contained in this report fairly presents, in all material respects, the financial condition and results of operations of the registrant.

/s/ Michael W. Yackira

Michael W. Yackira

President and Chief Executive Officer

NV Energy, Inc.

May 4, 2009

This Certification accompanies this Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the registrant for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section.  Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent the registrant specifically incorporates it by reference.

A signed original of this written statement required by Section 906 has been provided to the registrant and will be retained by the registrant and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2 18 exhibit32-2.htm EXHIBIT 32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

NEVADA POWER COMPANY (dba NV ENERGY)

(“Registrant”)

In connection with this report of Nevada Power Company (dba NV Energy) on Form 10-Q for the quarter ended March 31, 2009 as filed with the Securities and Exchange Commission on the date hereof, I, Michael W. Yackira, President and Chief Executive Officer of registrant, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

1.   This report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2.   The information contained in this report fairly presents, in all material respects, the financial condition and results of operations of the registrant.

/s/ Michael W. Yackira

Michael W. Yackira

President and Chief Executive Officer

Nevada Power Company (dba NV Energy)

May 4, 2009

This Certification accompanies this Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the registrant for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section.  Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent the registrant specifically incorporates it by reference.

A signed original of this written statement required by Section 906 has been provided to the registrant and will be retained by the registrant and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.3 19 exhibit32-3.htm EXHIBIT 32.3

EXHIBIT 32.3

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

SIERRA PACIFIC POWER COMPANY (dba NV ENERGY)

(“Registrant”)

In connection with this report of Sierra Pacific Power Company (dba NV Energy) on Form 10-Q for the quarter ended March 31, 2009 as filed with the Securities and Exchange Commission on the date hereof, I, Michael W. Yackira, Chief Executive Officer of registrant, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

1.   This report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2.   The information contained in this report fairly presents, in all material respects, the financial condition and results of operations of the registrant.

/s/ Michael W. Yackira

Michael W. Yackira

Chief Executive Officer

Sierra Pacific Power Company (dba NV Energy)

May 4, 2009

This Certification accompanies this Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the registrant for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section.  Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent the registrant specifically incorporates it by reference.

A signed original of this written statement required by Section 906 has been provided to the registrant and will be retained by the registrant and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.4 20 exhibit32-4.htm EXHIBIT 32.4

EXHIBIT 32.4

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

NV ENERGY, INC.

(“Registrant”)

In connection with this report of NV Energy, Inc. on Form 10-Q for the quarter ended March 31, 2009 as filed with the Securities and Exchange Commission on the date hereof, I, William D. Rogers, Chief Financial Officer of registrant, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

1.   This report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2.   The information contained in this report fairly presents, in all material respects, the financial condition and results of operations of the registrant.

/s/ William D. Rogers

William D. Rogers

Chief Financial Officer

NV Energy, Inc.

May 4, 2009

This Certification accompanies this Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the registrant for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section.  Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent the registrant specifically incorporates it by reference.

A signed original of this written statement required by Section 906 has been provided to the registrant and will be retained by the registrant and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.5 21 exhibit32-5.htm EXHIBIT 32.5

EXHIBIT 32.5

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

NEVADA POWER COMPANY (dba NV ENERGY)

(“Registrant”)

In connection with this report of Nevada Power Company (dba NV Energy) on Form 10-Q for the quarter ended March 31, 2009 as filed with the Securities and Exchange Commission on the date hereof, I, William D. Rogers, Chief Financial Officer of registrant, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

1.   This report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2.   The information contained in this report fairly presents, in all material respects, the financial condition and results of operations of the registrant.

/s/ William D. Rogers

William D. Rogers

Chief Financial Officer

Nevada Power Company (dba NV Energy)

May 4, 2009

This Certification accompanies this Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the registrant for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section.  Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent the registrant specifically incorporates it by reference.

A signed original of this written statement required by Section 906 has been provided to the registrant and will be retained by the registrant and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.6 22 exhibit32-6.htm EXHIBIT 32.6

EXHIBIT 32.6

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

SIERRA PACIFIC POWER COMPANY (dba NV ENERGY)

(“Registrant”)

In connection with this report of Sierra Pacific Power Company (dba NV Energy) on Form 10-Q for the quarter ended March 31, 2009 as filed with the Securities and Exchange Commission on the date hereof, I, William D. Rogers, Chief Financial Officer of registrant, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

1.   This report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2.   The information contained in this report fairly presents, in all material respects, the financial condition and results of operations of the registrant.

/s/ William D. Rogers

William D. Rogers

Chief Financial Officer

Sierra Pacific Power Company (dba NV Energy)

May 4, 2009

This Certification accompanies this Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the registrant for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section.  Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent the registrant specifically incorporates it by reference.

A signed original of this written statement required by Section 906 has been provided to the registrant and will be retained by the registrant and furnished to the Securities and Exchange Commission or its staff upon request.

-----END PRIVACY-ENHANCED MESSAGE-----

EX-12.1

EXHIBIT 12.1

NV ENERGY, INC.

RATIOS OF EARNINGS TO FIXED CHARGES

(Dollars in Thousands)

	Three Months Ended March 31,						Year Ended December 31,
	2009			2008			2008			2007			2006			2005			2004
EARNINGS AS DEFINED:
Income (Loss) From Continuing Operations After Interest Charges	$	(22,244	)	$	24,058		$	208,887		$	197,295		$	279,792		$	86,137		$	30,842
Income Taxes		(11,414	)		16,708			95,354			87,555			145,605			43,118			18,050
Income (Loss) From Continuing Operations
before Income Taxes		(33,658	)		40,766			304,241			284,850			425,397			129,255			48,892
Fixed Charges		89,926			79,460			335,868			310,876			336,024			319,654			324,969
Capitalized Interest (allowance for borrowed funds used during construction)		(5,146	)		(9,152	)		(29,527	)		(25,967	)		(17,119	)		(24,691	)		(8,587	)
Preferred Stock Dividend Requirement		-			-			-			-			(3,602	)		(6,000	)		(6,000	)
Total	$	51,122		$	111,074		$	610,582		$	569,759		$	740,700		$	418,218		$	359,274
FIXED CHARGES AS DEFINED:
Interest Expensed and Capitalized (1)	$	89,926		$	79,460		$	335,868		$	310,876		$	332,422		$	313,654		$	318,969
Preferred Stock Dividend Requirement		-			-			-			-			3,602			6,000			6,000
Total	$	89,926		$	79,460		$	335,868		$	310,876		$	336,024		$	319,654		$	324,969
RATIO OF EARNINGS TO FIXED CHARGES		-			1.40			1.82			1.83			2.20			1.31			1.11
DEFICIENCY	$	38,804		$	-		$	-		$	-		$	-		$	-		$	-

(1)     Includes amortization of premiums, discounts, and capitalized debt expense and interest component of rent expense.

For the purpose of calculating the ratios of earnings to fixed charges, “Fixed charges” represent the aggregate of interest charges on short-term and long-term debt (whether expensed or capitalized), the portion of rental expense deemed to be attributable to interest, and the pre-tax preferred stock dividend requirement of SPPC.  “Earnings” represents pre-tax income (or Loss) from continuing operations before, solely with respect to the years ended December 31, 2006, 2005 and 2004, pre-tax preferred stock dividend requirement of SPPC plus fixed charges (excluding capitalized interest and the pre-tax preferred stock dividend requirement of SPPC for the years ended December 31, 2006, 2005 and 2004).

EX-12.2

EXHIBIT 12.2

NEVADA POWER COMPANY

RATIOS OF EARNINGS TO FIXED CHARGES

(Dollars in Thousands)

	Three Months Ended March 31,						Year Ended December 31,
	2009			2008			2008			2007			2006			2005			2004
EARNINGS AS DEFINED:
Income (Loss) From Continuing Operations After Interest     Charges	$	(35,151	)	$	7,971		$	151,431		$	165,694		$	224,540		$	132,734		$	104,312
Income Taxes		(16,365	)		6,523			71,382			78,352			117,510			63,995			56,572
Income (Loss) From Continuing Operations before     Income Taxes		(51,516	)		14,494			222,813			244,046			342,050			196,729			160,884
Fixed Charges		60,513			47,571			210,067			190,836			190,333			159,776			145,055
Capitalized Interest (allowance for borrowed funds used     during construction)		(4,562	)		(5,355	)		(20,063	)		(13,196	)		(11,614	)		(23,187	)		(5,738	)
Total	$	4,435		$	56,710		$	412,817		$	421,686		$	520,769		$	333,318		$	300,201
FIXED CHARGES AS DEFINED:
Interest Expensed and Capitalized (1)	$	60,513		$	47,571		$	210,067		$	190,836		$	190,333		$	159,776		$	145,055
Preference Security Dividend Requirements
Total	$	60,513		$	47,571		$	210,067		$	190,836		$	190,333		$	159,776		$	145,055
RATIO OF EARNINGS TO FIXED CHARGES		-			1.19			1.97			2.21			2.74			2.09			2.07
DEFICIENCY	$	56,078		$	-		$	-		$	-		$	-		$	-		$	-

(1)    Includes amortization of premiums, discounts, and capitalized debt expense and interest component of rent expense.

For the purpose of calculating the ratios of earnings to fixed charges, “Fixed charges” represent the aggregate of interest charges on short-term and long-term debt (whether expensed or capitalized) and the portion of rental expense deemed attributable to interest.  “Earnings” represents pre-tax income (or loss) from continuing operations plus fixed charges (excluding capitalized interest).

EX-12.3

EXHIBIT 12.3

SIERRA PACIFIC POWER COMPANY

RATIOS OF EARNINGS TO FIXED CHARGES

(Dollars in Thousands)

	Three Months Ended March 31,						Year ended December 31,
	2009			2008			2008			2007			2006			2005			2004
EARNINGS AS DEFINED:
Income (Loss) From Continuing Operations After     Interest Charges	$	19,136		$	24,284		$	90,582		$	65,667		$	57,709		$	52,074		$	18,577
Income Taxes		9,286			13,233			37,603			26,009			27,829			28,379			325
Income (Loss) From Continuing Operations before      Income Taxes		28,422			37,517			128,185			91,676			85,538			80,453			18,902
Fixed Charges		19,751			21,445			84,478			75,655			79,093			72,652			67,685
Capitalized Interest (allowance for borrowed funds used      during construction)		(584	)		(3,797	)		(9,464	)		(12,771	)		(5,505	)		(1,504	)		(2,849	)
Total	$	47,589		$	55,165		$	203,199		$	154,560		$	159,126		$	151,601		$	83,738
FIXED CHARGES AS DEFINED:	$	19,751		$	21,445		$	84,478		$	75,655		$	79,093		$	72,652		$	67,685
Interest Expensed and Capitalized (1)		-			-			-			-			-			-			-
Total	$	19,751		$	21,445		$	84,478		$	75,655		$	79,093		$	72,652		$	67,685
RATIO OF EARNINGS TO FIXED CHARGES		2.41			2.57			2.41			2.04			2.01			2.09			1.24

(1) Includes amortization of premiums, discounts, and capitalized debt expense and interest component of rent expense.

For the purpose of calculating the ratios of earnings to fixed charges, “Fixed charges” represent the aggregate of interest charges on short-term and long-term debt (whether expensed or capitalized) and the portion of rental expense deemed attributable to interest.  “Earnings” represents pre-tax income (or loss) from continuing operations before, solely with respect to the years ended December 31, 2006, 2005 and 2004,  pre-tax preferred stock dividend requirement plus fixed charges (excluding capitalized interest).

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER REQUIRED BY

SECTION 302(A) OF THE SARBANES-OXLEY ACT OF 2002

NV ENERGY, INC.

(“Registrant”)

I, Michael W. Yackira, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of NV Energy, Inc.;

2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.   The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), for the registrant and have:

(a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.   The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

May 4, 2009

/s/ Michael W. Yackira

Michael W. Yackira

President and Chief Executive Officer

NV Energy, Inc.

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER REQUIRED BY

SECTION 302(A) OF THE SARBANES-OXLEY ACT OF 2002

NEVADA POWER COMPANY (dba NV ENERGY)

(“Registrant”)

I, Michael W. Yackira, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Nevada Power Company (dba NV Energy);

2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.   The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), for the registrant and have:

(a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.   The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

May 4, 2009

/s/ Michael W. Yackira

Michael W. Yackira

President and Chief Executive Officer

Nevada Power Company (dba NV Energy)

EX-31.3

EXHIBIT 31.3

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER REQUIRED BY

SECTION 302(A) OF THE SARBANES-OXLEY ACT OF 2002

SIERRA PACIFIC POWER COMPANY (dba NV ENERGY)

(“Registrant”)

I, Michael W. Yackira, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Sierra Pacific Power Company (dba NV Energy);

2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.   The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), for the registrant and have:

(a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.   The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

May 4, 2009

/s/ Michael W. Yackira

Michael W. Yackira

Chief Executive Officer

Sierra Pacific Power Company (dba NV Energy)

EX-31.4

EXHIBIT 31.4

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER REQUIRED BY

SECTION 302(A) OF THE SARBANES-OXLEY ACT OF 2002

NV ENERGY, INC.

(“Registrant”)

I, William D. Rogers, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of NV Energy, Inc.;

2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.   The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), for the registrant and have:

(a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.   The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

May 4, 2009

/s/ William D. Rogers

William D. Rogers

Chief Financial Officer

NV Energy, Inc.

EX-31.5

EXHIBIT 31.5

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER REQUIRED BY

SECTION 302(A) OF THE SARBANES-OXLEY ACT OF 2002

NEVADA POWER COMPANY (dba NV ENERGY)

(“Registrant”)

I, William D. Rogers, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Nevada Power Company (dba NV Energy);

2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.   The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), for the registrant and have:

(a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.   The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

May 4, 2009

/s/ William D. Rogers

William D. Rogers

Chief Financial Officer

Nevada Power Company (dba NV Energy)

EX-31.6

EXHIBIT 31.6

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER REQUIRED BY

SECTION 302(A) OF THE SARBANES-OXLEY ACT OF 2002

SIERRA PACIFIC POWER COMPANY (dba NV ENERGY)

(“Registrant”)

I, William D. Rogers, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Sierra Pacific Power Company (dba NV Energy);

2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.   The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), for the registrant and have:

(a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.   The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

May 4, 2009

/s/ William D. Rogers

William D. Rogers

Chief Financial Officer

Sierra Pacific Power Company (dba NV Energy)

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

NV ENERGY, INC.

(“Registrant”)

In connection with this report of NV Energy, Inc. on Form 10-Q for the quarter ended March 31, 2009 as filed with the Securities and Exchange Commission on the date hereof, I, Michael W. Yackira, President and Chief Executive Officer of registrant, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

1.   This report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2.   The information contained in this report fairly presents, in all material respects, the financial condition and results of operations of the registrant.

/s/ Michael W. Yackira

Michael W. Yackira

President and Chief Executive Officer

NV Energy, Inc.

May 4, 2009

This Certification accompanies this Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the registrant for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section.  Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent the registrant specifically incorporates it by reference.

A signed original of this written statement required by Section 906 has been provided to the registrant and will be retained by the registrant and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

NEVADA POWER COMPANY (dba NV ENERGY)

(“Registrant”)

In connection with this report of Nevada Power Company (dba NV Energy) on Form 10-Q for the quarter ended March 31, 2009 as filed with the Securities and Exchange Commission on the date hereof, I, Michael W. Yackira, President and Chief Executive Officer of registrant, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

1.   This report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2.   The information contained in this report fairly presents, in all material respects, the financial condition and results of operations of the registrant.

/s/ Michael W. Yackira

Michael W. Yackira

President and Chief Executive Officer

Nevada Power Company (dba NV Energy)

May 4, 2009

This Certification accompanies this Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the registrant for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section.  Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent the registrant specifically incorporates it by reference.

A signed original of this written statement required by Section 906 has been provided to the registrant and will be retained by the registrant and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.3

EXHIBIT 32.3

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

SIERRA PACIFIC POWER COMPANY (dba NV ENERGY)

(“Registrant”)

In connection with this report of Sierra Pacific Power Company (dba NV Energy) on Form 10-Q for the quarter ended March 31, 2009 as filed with the Securities and Exchange Commission on the date hereof, I, Michael W. Yackira, Chief Executive Officer of registrant, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

1.   This report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2.   The information contained in this report fairly presents, in all material respects, the financial condition and results of operations of the registrant.

/s/ Michael W. Yackira

Michael W. Yackira

Chief Executive Officer

Sierra Pacific Power Company (dba NV Energy)

May 4, 2009

This Certification accompanies this Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the registrant for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section.  Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent the registrant specifically incorporates it by reference.

A signed original of this written statement required by Section 906 has been provided to the registrant and will be retained by the registrant and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.4

EXHIBIT 32.4

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

NV ENERGY, INC.

(“Registrant”)

In connection with this report of NV Energy, Inc. on Form 10-Q for the quarter ended March 31, 2009 as filed with the Securities and Exchange Commission on the date hereof, I, William D. Rogers, Chief Financial Officer of registrant, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

1.   This report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2.   The information contained in this report fairly presents, in all material respects, the financial condition and results of operations of the registrant.

/s/ William D. Rogers

William D. Rogers

Chief Financial Officer

NV Energy, Inc.

May 4, 2009

This Certification accompanies this Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the registrant for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section.  Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent the registrant specifically incorporates it by reference.

A signed original of this written statement required by Section 906 has been provided to the registrant and will be retained by the registrant and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.5

EXHIBIT 32.5

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

NEVADA POWER COMPANY (dba NV ENERGY)

(“Registrant”)

In connection with this report of Nevada Power Company (dba NV Energy) on Form 10-Q for the quarter ended March 31, 2009 as filed with the Securities and Exchange Commission on the date hereof, I, William D. Rogers, Chief Financial Officer of registrant, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

1.   This report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2.   The information contained in this report fairly presents, in all material respects, the financial condition and results of operations of the registrant.

/s/ William D. Rogers

William D. Rogers

Chief Financial Officer

Nevada Power Company (dba NV Energy)

May 4, 2009

This Certification accompanies this Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the registrant for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section.  Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent the registrant specifically incorporates it by reference.

A signed original of this written statement required by Section 906 has been provided to the registrant and will be retained by the registrant and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.6

EXHIBIT 32.6

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

SIERRA PACIFIC POWER COMPANY (dba NV ENERGY)

(“Registrant”)

In connection with this report of Sierra Pacific Power Company (dba NV Energy) on Form 10-Q for the quarter ended March 31, 2009 as filed with the Securities and Exchange Commission on the date hereof, I, William D. Rogers, Chief Financial Officer of registrant, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

1.   This report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2.   The information contained in this report fairly presents, in all material respects, the financial condition and results of operations of the registrant.

/s/ William D. Rogers

William D. Rogers

Chief Financial Officer

Sierra Pacific Power Company (dba NV Energy)

May 4, 2009

This Certification accompanies this Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the registrant for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section.  Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent the registrant specifically incorporates it by reference.

A signed original of this written statement required by Section 906 has been provided to the registrant and will be retained by the registrant and furnished to the Securities and Exchange Commission or its staff upon request.