Edgar Filing: IDAHO POWER CO

IDA 09.30.12 10Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)



X	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
	EXCHANGE ACT OF 1934
	For the quarterly period ended September 30, 2012
	OR
	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
	EXCHANGE ACT OF 1934
	For the transition period from __________ to __________
		Exact name of registrants as specified	I.R.S. Employer
Commission File		in their charters, address of principal	Identification
Number		executive offices, zip code and telephone number	Number
1-14465		IDACORP, Inc.	82-0505802
1-3198		Idaho Power Company	82-0130980
		1221 W. Idaho Street
		Boise, Idaho 83702-5627
		(208) 388-2200
		State of Incorporation: Idaho
		None
Former name, former address and former fiscal year, if changed since last report.

Indicate by check mark whether the registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. Yes X No __

Indicate by check mark whether the registrants have submitted electronically and posted on their corporate Web sites, 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 registrants were required to submit and post such files).

IDACORP, Inc.: Yes X No ___ Idaho Power Company: Yes X No ___

Indicate by check mark whether the registrants are large accelerated filers, accelerated filers, non-accelerated filers, or smaller reporting companies. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (check one):

IDACORP, Inc.:

Large accelerated filer X Accelerated filer Non-accelerated filer Smaller reporting company

Idaho Power Company:

Large accelerated filer Accelerated filer Non-accelerated filer X Smaller reporting company

Indicate by check mark whether the registrants are shell companies (as defined in Rule 12b-2 of the Exchange Act).

Yes No X

Number of shares of common stock outstanding as of October 26, 2012:

IDACORP, Inc.: 50,156,973

Idaho Power Company: 39,150,812, all held by IDACORP, Inc.

This combined Form 10-Q represents separate filings by IDACORP, Inc. and Idaho Power Company. Information contained herein relating to an individual registrant is filed by that registrant on its own behalf. Idaho Power Company makes no representations as to the information relating to IDACORP, Inc.’s other operations.

Idaho Power Company meets the conditions set forth in General Instruction (H)(1)(a) and (b) of Form 10-Q and is therefore filing this report on Form 10-Q with the reduced disclosure format.

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COMMONLY USED TERMS

The following select abbreviations, terms, or acronyms are commonly used or found in multiple locations in this report:

ADITC	-	Accumulated Deferred Investment Tax Credits
AFUDC	-	Allowance for Funds Used During Construction
BCC	-	Bridger Coal Company, a joint venture of IERCo
CAA	-	Clean Air Act
CO₂	-	Carbon Dioxide
CSPP	-	Cogeneration and Small Power Production
EGUs	-	Electric Utility Steam Generating Units
EPA	-	U.S. Environmental Protection Agency
EPS	-	Earnings Per Share
FCA	-	Fixed Cost Adjustment
FERC	-	Federal Energy Regulatory Commission
FIP	-	Federal Implementation Plan
GHG	-	Greenhouse Gas
HAPs	-	Hazardous Air Pollutants
HCC	-	Hells Canyon Complex
IDACORP	-	IDACORP, Inc., an Idaho corporation
Idaho Power	-	Idaho Power Company, an Idaho corporation
Idaho ROE	-	Idaho-jurisdiction return on year-end equity
Ida-West	-	Ida-West Energy, a subsidiary of IDACORP, Inc.
IE	-	IDACORP Energy, a subsidiary of IDACORP, Inc.
IERCo	-	Idaho Energy Resources Co., a subsidiary of Idaho Power Company
IFS	-	IDACORP Financial Services, a subsidiary of IDACORP, Inc.
IPUC	-	Idaho Public Utilities Commission
IRP	-	Integrated Resource Plan
kW	-	Kilowatt
MD&A	-	Management’s Discussion and Analysis of Financial Condition and Results of Operations
MW	-	Megawatt
MWh	-	Megawatt-hour
NOx	-	Nitrous Oxide
NSPS	-	New Source Performance Standards
O&M	-	Operations and Maintenance
OATT	-	Open Access Transmission Tariff
OPUC	-	Oregon Public Utility Commission
PCA	-	Power Cost Adjustment
PURPA	-	Public Utility Regulatory Policies Act of 1978
REC	-	Renewable Energy Certificate
SEC	-	U.S. Securities and Exchange Commission
SIP	-	State Implementation Plan
SO₂	-	Sulfur Dioxide
Valmy	-	North Valmy Steam Electric Generating Plant
VIEs	-	Variable Interest Entities

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TABLE OF CONTENTS
				Page
Part I. Financial Information

	Item 1. Financial Statements (unaudited)
		IDACORP, Inc.:
			Condensed Consolidated Statements of Income	6
			Condensed Consolidated Statements of Comprehensive Income	7
			Condensed Consolidated Balance Sheets	8
			Condensed Consolidated Statements of Cash Flows	10
			Condensed Consolidated Statements of Equity	11
		Idaho Power Company:
			Condensed Consolidated Statements of Income	12
			Condensed Consolidated Statements of Comprehensive Income	13
			Condensed Consolidated Balance Sheets	14
			Condensed Consolidated Statements of Capitalization	16
			Condensed Consolidated Statements of Cash Flows	17
		Notes to the Condensed Consolidated Financial Statements		18
		Reports of Independent Registered Public Accounting Firm		37

	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of
			Operations	39

	Item 3. Quantitative and Qualitative Disclosures About Market Risk			68

	Item 4. Controls and Procedures			69

Part II. Other Information:

	Item 1. Legal Proceedings			70

	Item 1A. Risk Factors			70

	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			70

	Item 4. Mine Safety Disclosures			70

	Item 5. Other Information			70

	Item 6. Exhibits			71

Signatures				72

Exhibit Index				73

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FORWARD-LOOKING STATEMENTS

In addition to the historical information contained in this report, this report contains (and oral communications made by IDACORP, Inc. and Idaho Power Company may contain) statements that relate to future events and expectations, such as statements regarding projected or future financial performance, cash flows, capital expenditures, dividends, capital structure or ratios, strategic goals, challenges, and objectives, and plans for future operations. Such statements constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions, or future events or performance, often, but not always, through the use of words or phrases such as "anticipates," "believes," "estimates," "expects," "intends," "plans," "predicts," "projects," "may result," "may continue," or similar expressions, are not statements of historical facts and may be forward-looking. Forward-looking statements are not guarantees of future performance and involve estimates, assumptions, risks, and uncertainties. Actual results, performance, or outcomes may differ materially from the results discussed in the statements. In addition to any assumptions and other factors and matters referred to specifically in connection with such forward-looking statements, factors that could cause actual results or outcomes to differ materially from those contained in forward-looking statements include those factors set forth in this report; IDACORP's and Idaho Power's Annual Report on Form 10-K for the year ended December 31, 2011, particularly Item 1A - “Risk Factors” and Part II, Item 7 - “Management’s Discussion and Analysis of Financial Condition and Results of Operations;” subsequent reports filed by IDACORP and Idaho Power with the Securities and Exchange Commission; and the following important factors:


•	the effect of regulatory decisions by the Idaho Public Utilities Commission, the Oregon Public Utility Commission, the Federal Energy Regulatory Commission, and other regulators affecting Idaho Power's ability to recover costs and/or earn a reasonable rate of return;


•	variable hydrological conditions and over-appropriation of surface and groundwater in the Snake River basin, which can impact stream flows and the amount of generation from Idaho Power's hydroelectric facilities and cause Idaho Power to rely more heavily on more expensive generation resources and market power purchases;


•	the cost and availability of materials, fuel, and commodities, and their impact on Idaho Power's infrastructure costs, power costs, and ability to meet required loads, and their impact on the wholesale energy market in the western United States;

•

costs and delays associated with construction and maintenance of power generation, transmission, and distribution facilities, including the inability to obtain required governmental permits and approvals, hydroelectric plant licenses under reasonable terms (and the costs resulting from conditions in such licenses), rights-of-way, and siting, and risks related to contracting, construction, and start-up;


•	disruptions or outages of Idaho Power's generation or transmission systems or the western interconnected transmission system affecting Idaho Power's ability to deliver power to its customers and requiring the dispatch of more expensive generation resources or purchasing power, which may ultimately increase costs;


•	increased costs associated with the legislatively mandated purchase of intermittent power, such as wind, at above-market rates, and the costs and other challenges of integrating intermittent power sources into Idaho Power's resource portfolio;


•	population growth and changes in residential, commercial, and industrial growth and demographic patterns within Idaho Power's service area, the loss or change in the business of significant customers, and the associated impact on loads;


•	the impact of changes in economic conditions in Idaho Power's service territory and elsewhere, including the potential for changes in demand for electricity, revenue from sales of excess energy, financial soundness of vendors and service providers, and the level of uncollectible customer accounts;


•	changes in and costs of compliance with laws, regulations, and policies relating to the environment, natural resources, and endangered species and the adoption and interpretation of laws and regulations addressing greenhouse gas emissions, global climate change, and energy policies intended to mitigate carbon dioxide, mercury, and other emissions;


•	climate change and weather variations, which affect customer demand and hydroelectric generation and can impact the ability and cost to serve customers;

•

inclement weather and other natural phenomena such as earthquakes, floods, droughts, lightning, wind, and fire, which, in addition to affecting customer demand for power, could significantly affect the ability and cost to procure adequate supplies of fuel or power to serve customers, and could increase the costs to repair and maintain Idaho Power's generating facilities, transmission and distribution systems, and other infrastructure;

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•	transaction risks, including increases in costs, associated with Idaho Power's energy commodity and other derivative instruments, the failure of Idaho Power's energy risk management policies to work as intended, exposure to counterparty credit risk, and potential higher costs of hedging activities due to new regulations pertaining to swaps and derivatives;


•	wholesale market conditions, including the volatility of prices and availability of power on the spot market and the ability to enter into commodity financial hedges with creditworthy counterparties, and the cost of those hedges, which may affect the prices Idaho Power must pay for power as well as the prices at which Idaho Power can sell any excess power;

•

deteriorating values in the equity markets, changes in interest rates and credit spreads, reductions in demand for investment-grade commercial paper, inflation, and other financial market conditions, as well as changes in government regulations, which affect, among other things, the cost of capital and the ability to access the capital markets, indebtedness obligations, and the amount and timing of required contributions to benefit plans;

•

failure of Idaho Power to comply with state and federal laws, policies, and regulations, including new interpretations and enforcement initiatives by regulatory and oversight bodies, including, but not limited to, the Federal Energy Regulatory Commission, the North American Electric Reliability Corporation, the Western Electricity Coordinating Council, the U.S. Environmental Protection Agency, and Idaho and Oregon state regulatory commissions, which may result in penalties, increase the cost of compliance, change the nature and extent of costly investigations and audits, and increase the costs of remediation;


•	the cost and outcome of litigation, dispute resolution, and regulatory proceedings, and penalties, settlements, or awards that influence the companies' business and operations;


•	reductions in credit ratings, which could adversely impact access to capital markets and would require the posting of additional collateral to counterparties;


•	the ability to obtain debt and equity financing or refinance existing debt when necessary or on favorable terms, which can be affected by factors such as credit ratings, volatility in the financial markets, the companies' financial performance, and other economic conditions;

•

whether the companies will be able to continue to pay dividends under the terms of their respective financing and credit agreements and regulatory limitations, and whether the companies' boards of directors will continue to declare common stock dividends based on the boards 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 applicable agreements;


•	the potential effects of negative publicity regarding business practices, whether true or not, which could result in, among other things, costly litigation and a decline in IDACORP's common stock price;


•	changes in tax laws or related regulations or new interpretations of applicable law by the Internal Revenue Service or state and local taxing jurisdictions, and the availability and use by IDACORP or Idaho Power of tax credits;


•	employee workforce factors, including the ability to attract and retain skilled workers, unionization or the attempt to unionize all or part of the companies' workforce, the ability to adjust the labor cost structure to changes in growth within Idaho Power's service territory, and increasing health care and other benefit costs;


•	the failure of information systems or the failure to secure information system data, security breaches, or the direct or indirect effect on the companies' business resulting from the occurrence of cyber attacks, terrorist incidents or the threat of terrorist incidents, and acts of war;


•	adoption of or changes in accounting policies, principles, or estimates, including the potential adoption of all or a portion of International Financial Accounting Standards; and


•	new accounting or Securities and Exchange Commission or New York Stock Exchange requirements, or new interpretations of existing requirements.

Any forward-looking statement speaks only as of the date on which such statement is made. New factors emerge from time to time and it is not possible for management to predict all such factors, nor can it assess the impact of any such factor on the business or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement. IDACORP and Idaho Power disclaim any obligation to update publicly any forward-looking information, whether in response to new information, future events, or otherwise, except as required by applicable law.

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PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

IDACORP, Inc.

Condensed Consolidated Statements of Income

(unaudited)



	Three months ended September 30,						Nine months ended September 30,
	2012			2011			2012			2011
	(thousands of dollars except for per share amounts)
Operating Revenues:
Electric utility:
General business	$	306,066		$	252,313		$	724,025		$	649,881
Off-system sales	4,826			24,083			43,953			74,648
Other revenues	21,865			31,649			58,810			68,502
Total electric utility revenues	332,757			308,045			826,788			793,031
Other	1,262			1,585			3,074			3,076
Total operating revenues	334,019			309,630			829,862			796,107
Operating Expenses:
Electric utility:
Purchased power	71,570			66,141			151,026			127,658
Fuel expense	55,978			41,195			110,014			90,801
Power cost adjustment	(42,871		)	(10,189		)	(37,074		)	36,618
Other operations and maintenance	89,968			84,562			254,487			240,695
Energy efficiency programs	8,410			18,504			20,971			31,011
Depreciation	31,607			30,115			92,028			89,272
Taxes other than income taxes	7,012			7,302			22,961			21,696
Total electric utility expenses	221,674			237,630			614,413			637,751
Other	1,002			607			2,961			2,573
Total operating expenses	222,676			238,237			617,374			640,324
Operating Income	111,343			71,393			212,488			155,783
Other Income, Net	2,928			6,010			16,091			15,589
Earnings (losses) of Unconsolidated Equity-Method Investments	1,304			2,085			795			(3,657		)
Interest Expense:
Interest on long-term debt	19,670			19,499			59,252			59,850
Other interest, net of AFUDC	(269		)	(2,053		)	(5,209		)	(5,876		)
Total interest expense, net	19,401			17,446			54,043			53,974
Income Before Income Taxes	96,174			62,042			175,331			113,741
Income Tax Expense (Benefit)	3,910			(45,372		)	22,812			(44,137		)
Net Income	92,264			107,414			152,519			157,878
Adjustment for income attributable to noncontrolling interests	(195		)	(347		)	(220		)	(170		)
Net Income Attributable to IDACORP, Inc.	$	92,069		$	107,067		$	152,299		$	157,708
Weighted Average Common Shares Outstanding - Basic (000’s)	49,966			49,520			49,918			49,411
Weighted Average Common Shares Outstanding - Diluted (000’s)	50,080			49,622			49,990			49,499
Earnings Per Share of Common Stock:
Earnings Attributable to IDACORP, Inc. - Basic	$	1.84		$	2.16		$	3.05		$	3.19
Earnings Attributable to IDACORP, Inc. - Diluted	$	1.84		$	2.16		$	3.05		$	3.19
Dividends Declared Per Share of Common Stock	$	0.33		$	0.30		$	0.99		$	0.90

The accompanying notes are an integral part of these statements.

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IDACORP, Inc.

Condensed Consolidated Statements of Comprehensive Income

(unaudited)



	Three months ended September 30,						Nine months ended September 30,
	2012			2011			2012			2011
	(thousands of dollars)

Net Income	$	92,264		$	107,414		$	152,519		$	157,878
Other Comprehensive Income:
Net unrealized holding gains (losses) arising during the period, net of tax of $438, ($1,259), $968, and ($900)	682			(1,961		)	1,507			(1,401		)
Unfunded pension liability adjustment, net of tax of $170, $150, $511, and $450	265			234			796			701
Total Comprehensive Income	93,211			105,687			154,822			157,178
Comprehensive income attributable to noncontrolling interests	(195		)	(347		)	(220		)	(170		)
Comprehensive Income Attributable to IDACORP, Inc.	$	93,016		$	105,340		$	154,602		$	157,008

The accompanying notes are an integral part of these statements.

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IDACORP, Inc.

Condensed Consolidated Balance Sheets

(unaudited)



	September 30, 2012			December 31, 2011
	(thousands of dollars)
Assets

Current Assets:
Cash and cash equivalents	$	20,234		$	27,813
Receivables:
Customer (net of allowance of $1,691 and $1,239, respectively)	80,154			66,296
Other (net of allowance of $168 and $196, respectively)	20,923			8,197
Income taxes receivable	242			421
Accrued unbilled revenues	49,872			46,441
Materials and supplies (at average cost)	48,540			46,490
Fuel stock (at average cost)	52,626			47,865
Prepayments	13,007			12,405
Deferred income taxes	45,833			16,159
Current regulatory assets	28,936			34,279
Other	5,628			4,606
Total current assets	365,995			310,972
Investments	190,692			199,931
Property, Plant and Equipment:
Utility plant in service	4,890,835			4,466,873
Accumulated provision for depreciation	(1,692,089		)	(1,677,609		)
Utility plant in service - net	3,198,746			2,789,264
Construction work in progress	283,053			591,475
Utility plant held for future use	7,101			6,974
Other property, net of accumulated depreciation	17,936			18,877
Property, plant and equipment - net	3,506,836			3,406,590
Other Assets:
American Falls and Milner water rights	18,170			20,015
Company-owned life insurance	22,893			24,060
Regulatory assets	1,049,105			953,068
Long-term receivables (net of allowance of $2,865 and $2,743, respectively)	5,621			5,621
Other	48,325			40,352
Total other assets	1,144,114			1,043,116
Total	$	5,207,637		$	4,960,609

The accompanying notes are an integral part of these statements.

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IDACORP, Inc.

Condensed Consolidated Balance Sheets

(unaudited)



	September 30, 2012			December 31, 2011
	(thousands of dollars)
Liabilities and Equity

Current Liabilities:
Current maturities of long-term debt	$	1,064		$	101,064
Notes payable	51,400			54,200
Accounts payable	93,414			100,432
Income taxes accrued	937			505
Interest accrued	23,901			21,797
Current regulatory liabilities	37,193			29,738
Other	60,355			60,511
Total current liabilities	268,264			368,247
Other Liabilities:
Deferred income taxes	877,209			772,047
Regulatory liabilities	348,206			332,057
Pension and other postretirement benefits	339,324			363,209
Other	63,824			75,805
Total other liabilities	1,628,563			1,543,118
Long-Term Debt	1,536,573			1,387,550
Commitments and Contingencies
Equity:
IDACORP, Inc. shareholders’ equity:
Common stock, no par value (shares authorized 120,000,000; 50,156,986 and 49,964,172 shares issued, respectively)	835,742			828,389
Retained earnings	943,575			840,916
Accumulated other comprehensive loss	(9,319		)	(11,622		)
Treasury stock (1,513 and 12,177 shares at cost, respectively)	(21		)	(29		)
Total IDACORP, Inc. shareholders’ equity	1,769,977			1,657,654
Noncontrolling interests	4,260			4,040
Total equity	1,774,237			1,661,694
Total	$	5,207,637		$	4,960,609

The accompanying notes are an integral part of these statements.

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IDACORP, Inc.

Condensed Consolidated Statements of Cash Flows

(unaudited)



	Nine months ended September 30,
	2012			2011
	(thousands of dollars)
Operating Activities:
Net income	$	152,519		$	157,878
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	95,904			92,646
Deferred income taxes and investment tax credits	19,824			(54,340		)
Changes in regulatory assets and liabilities	(24,618		)	55,044
Pension and postretirement benefit plan expense	28,689			17,279
Contributions to pension and postretirement benefit plans	(47,466		)	(20,194		)
(Earnings) losses of unconsolidated equity-method investments	(795		)	3,657
Distributions from unconsolidated equity-method investments	12,375			2,375
Allowance for equity funds used during construction	(18,989		)	(18,264		)
Other non-cash adjustments to net income, net	2,046			3,731
Change in:
Accounts receivable and prepayments	(16,099		)	(12,121		)
Accounts payable and other accrued liabilities	(1,440		)	(2,209		)
Taxes accrued/receivable	11,457			31,472
Other current assets	(10,242		)	(24,556		)
Other current liabilities	(6,501		)	1,375
Other assets	(7,202		)	4,595
Other liabilities	(7,980		)	(3,458		)
Net cash provided by operating activities	181,482			234,910
Investing Activities:
Additions to property, plant and equipment	(187,751		)	(266,991		)
Proceeds from the sale of emission allowances and RECs	2,706			5,163
Investments in affordable housing	(107		)	(955		)
Other	(137		)	2,435
Net cash used in investing activities	(185,289		)	(260,348		)
Financing Activities:
Issuance of long-term debt	150,000			—
Retirement of long-term debt	(101,064		)	(121,064		)
Dividends on common stock	(49,950		)	(44,808		)
Net change in short-term borrowings	(2,800		)	(15,400		)
Issuance of common stock	4,839			10,408
Acquisition of treasury stock	(2,062		)	(1,933		)
Other	(2,735		)	872
Net cash used in financing activities	(3,772		)	(171,925		)
Net decrease in cash and cash equivalents	(7,579		)	(197,363		)
Cash and cash equivalents at beginning of the period	27,813			228,677
Cash and cash equivalents at end of the period	$	20,234		$	31,314
Supplemental Disclosure of Cash Flow Information:
Cash paid (received) during the period for:
Income taxes	$	1,178		$	(11,543	)
Interest (net of amount capitalized)	$	50,137		$	52,505
Non-cash investing activities:
Additions to property, plant and equipment in accounts payable	$	22,595		$	22,715

The accompanying notes are an integral part of these statements.

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IDACORP, Inc.

Condensed Consolidated Statements of Equity

(unaudited)



	Nine months ended September 30,
	2012			2011
	(thousands of dollars)
Common Stock
Balance at beginning of period	$	828,389		$	807,842
Issued	4,839			10,408
Other	2,514			2,021
Balance at end of period	835,742			820,271
Retained Earnings
Balance at beginning of period	840,916			733,879
Net income attributable to IDACORP, Inc.	152,299			157,708
Common stock dividends ($0.99 and $0.90 per share)	(49,640		)	(44,714		)
Balance at end of period	943,575			846,873
Accumulated Other Comprehensive (Loss) Income
Balance at beginning of period	(11,622		)	(9,568		)
Unrealized gain (loss) on securities (net of tax)	1,507			(1,401		)
Unfunded pension liability adjustment (net of tax)	796			701
Balance at end of period	(9,319		)	(10,268		)
Treasury Stock
Balance at beginning of period	(29		)	(40		)
Issued	2,070			1,944
Acquired	(2,062		)	(1,933		)
Balance at end of period	(21		)	(29		)
Total IDACORP, Inc. shareholders’ equity at end of period	1,769,977			1,656,847
Noncontrolling Interests
Balance at beginning of period	4,040			3,871
Net income attributable to noncontrolling interests	220			170
Balance at end of period	4,260			4,041
Total equity at end of period	$	1,774,237		$	1,660,888

The accompanying notes are an integral part of these statements.

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Idaho Power Company

Condensed Consolidated Statements of Income

(unaudited)



	Three months ended September 30,						Nine months ended September 30,
	2012			2011			2012			2011
	(thousands of dollars)
Operating Revenues:
General business	$	306,066		$	252,313		$	724,025		$	649,881
Off-system sales	4,826			24,083			43,953			74,648
Other revenues	21,865			31,649			58,810			68,502
Total operating revenues	332,757			308,045			826,788			793,031
Operating Expenses:
Operation:
Purchased power	71,570			66,141			151,026			127,658
Fuel expense	55,978			41,195			110,014			90,801
Power cost adjustment	(42,871		)	(10,189		)	(37,074		)	36,618
Other operations and maintenance	89,968			84,562			254,487			240,695
Energy efficiency programs	8,410			18,504			20,971			31,011
Depreciation	31,607			30,115			92,028			89,272
Taxes other than income taxes	7,012			7,302			22,961			21,696
Total operating expenses	221,674			237,630			614,413			637,751
Income from Operations	111,083			70,415			212,375			155,280
Other Income (Expense):
Allowance for equity funds used during construction	3,541			6,570			18,989			18,264
Earnings of unconsolidated equity-method investments	2,906			3,741			6,933			1,172
Other expense, net	(769		)	(293		)	(3,615		)	(2,669		)
Total other income	5,678			10,018			22,307			16,767
Interest Charges:
Interest on long-term debt	19,670			19,499			59,252			59,850
Other interest	1,617			1,026			4,756			3,551
Allowance for borrowed funds used during construction	(1,986		)	(3,188		)	(10,269		)	(9,777		)
Total interest charges	19,301			17,337			53,739			53,624
Income Before Income Taxes	97,460			63,096			180,943			118,423
Income Tax Expense (Benefit)	7,864			(41,776		)	30,818			(36,997		)
Net Income	$	89,596		$	104,872		$	150,125		$	155,420

The accompanying notes are an integral part of these statements.

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Idaho Power Company

Condensed Consolidated Statements of Comprehensive Income

(unaudited)



	Three months ended September 30,					Nine months ended September 30,
	2012		2011			2012		2011
	(thousands of dollars)

Net Income	$	89,596	$	104,872		$	150,125	$	155,420
Other Comprehensive Income:
Net unrealized holding gains (losses) arising during the period, net of tax of $438, ($1,259), $968, and ($900)	682		(1,961		)	1,507		(1,401		)
Unfunded pension liability adjustment, net of tax of $170, $150, $511, and $450	265		234			796		701
Total Comprehensive Income	$	90,543	$	103,145		$	152,428	$	154,720

The accompanying notes are an integral part of these statements.

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Idaho Power Company

Condensed Consolidated Balance Sheets

(unaudited)



	September 30, 2012			December 31, 2011
	(thousands of dollars)
Assets

Electric Plant:
In service (at original cost)	$	4,890,835		$	4,466,873
Accumulated provision for depreciation	(1,692,089		)	(1,677,609		)
In service - net	3,198,746			2,789,264
Construction work in progress	283,053			591,475
Held for future use	7,101			6,974
Electric plant - net	3,488,900			3,387,713
Investments and Other Property	125,466			128,674
Current Assets:
Cash and cash equivalents	13,604			19,316
Receivables:
Customer (net of allowance of $1,691 and $1,239, respectively)	80,154			66,296
Other (net of allowance of $168 and $196, respectively)	20,756			8,011
Income taxes receivable	20,612			4,644
Accrued unbilled revenues	49,872			46,441
Materials and supplies (at average cost)	48,540			46,490
Fuel stock (at average cost)	52,626			47,865
Prepayments	12,857			12,274
Deferred income taxes	34,180			14,099
Current regulatory assets	28,936			34,279
Other	5,628			4,606
Total current assets	367,765			304,321
Deferred Debits:
American Falls and Milner water rights	18,170			20,015
Company-owned life insurance	22,893			24,060
Regulatory assets	1,049,105			953,068
Other	47,085			38,988
Total deferred debits	1,137,253			1,036,131
Total	$	5,119,384		$	4,856,839

The accompanying notes are an integral part of these statements.

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Idaho Power Company

Condensed Consolidated Balance Sheets

(unaudited)



	September 30, 2012			December 31, 2011
	(thousands of dollars)
Capitalization and Liabilities

Capitalization:
Common stock equity:
Common stock, $2.50 par value (50,000,000 shares authorized; 39,150,812 shares outstanding)	$	97,877		$	97,877
Premium on capital stock	712,257			704,758
Capital stock expense	(2,097		)	(2,097		)
Retained earnings	835,758			735,304
Accumulated other comprehensive loss	(9,319		)	(11,622		)
Total common stock equity	1,634,476			1,524,220
Long-term debt	1,536,573			1,387,550
Total capitalization	3,171,049			2,911,770
Current Liabilities:
Long-term debt due within one year	1,064			101,064
Accounts payable	92,950			99,716
Accounts payable to affiliates	1,434			1,512
Interest accrued	23,901			21,797
Current regulatory liabilities	37,193			29,738
Other	59,755			59,785
Total current liabilities	216,297			313,612
Deferred Credits:
Deferred income taxes	983,198			863,044
Regulatory liabilities	348,206			332,057
Pension and other postretirement benefits	339,324			363,209
Other	61,310			73,147
Total deferred credits	1,732,038			1,631,457

Commitments and Contingencies

Total	$	5,119,384		$	4,856,839

The accompanying notes are an integral part of these statements.

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Idaho Power Company

Condensed Consolidated Statements of Capitalization

(unaudited)



	September 30, 2012			December 31, 2011
	(thousands of dollars)
Common Stock Equity:
Common stock	$	97,877		$	97,877
Premium on capital stock	712,257			704,758
Capital stock expense	(2,097		)	(2,097		)
Retained earnings	835,758			735,304
Accumulated other comprehensive loss	(9,319		)	(11,622		)
Total common stock equity	1,634,476			1,524,220
Long-Term Debt:
First mortgage bonds:
4.75% Series due 2012	—			100,000
4.25% Series due 2013	70,000			70,000
6.025% Series due 2018	120,000			120,000
6.15% Series due 2019	100,000			100,000
4.50% Series due 2020	130,000			130,000
3.40% Series due 2020	100,000			100,000
2.95% Series due 2022	75,000			—
6% Series due 2032	100,000			100,000
5.50% Series due 2033	70,000			70,000
5.50% Series due 2034	50,000			50,000
5.875% Series due 2034	55,000			55,000
5.30% Series due 2035	60,000			60,000
6.30% Series due 2037	140,000			140,000
6.25% Series due 2037	100,000			100,000
4.85% Series due 2040	100,000			100,000
4.30% Series due 2042	75,000			—
Total first mortgage bonds	1,345,000			1,295,000
Amount due within one year	—			(100,000		)
Net first mortgage bonds	1,345,000			1,195,000
Pollution control revenue bonds:
5.15% Series due 2024	49,800			49,800
5.25% Series due 2026	116,300			116,300
Variable Rate Series 2000 due 2027	4,360			4,360
Total pollution control revenue bonds	170,460			170,460
American Falls bond guarantee	19,885			19,885
Milner Dam note guarantee	5,318			6,382
Note guarantee due within one year	(1,064		)	(1,064		)
Unamortized premium/discount - net	(3,026		)	(3,113		)
Total long-term debt	1,536,573			1,387,550
Total Capitalization	$	3,171,049		$	2,911,770

The accompanying notes are an integral part of these statements.

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Idaho Power Company

Condensed Consolidated Statements of Cash Flows

(unaudited)



	Nine months ended September 30,
	2012			2011
	(thousands of dollars)
Operating Activities:
Net income	$	150,125		$	155,420
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	95,451			92,232
Deferred income taxes and investment tax credits	44,410			(56,078		)
Changes in regulatory assets and liabilities	(24,618		)	55,044
Pension and postretirement benefit plan expense	28,689			17,279
Contributions to pension and postretirement benefit plans	(47,466		)	(20,194		)
Earnings of unconsolidated equity-method investments	(6,933		)	(1,172		)
Distributions from unconsolidated equity-method investments	11,750			1,075
Allowance for equity funds used during construction	(18,989		)	(18,264		)
Other non-cash adjustments to net income, net	(510		)	1,383
Change in:
Accounts receivables and prepayments	(17,323		)	(12,213		)
Accounts payable	(1,208		)	(2,120		)
Taxes accrued/receivable	(5,170		)	35,496
Other current assets	(10,242		)	(24,556		)
Other current liabilities	(6,502		)	1,375
Other assets	(7,203		)	4,595
Other liabilities	(7,836		)	(2,702		)
Net cash provided by operating activities	176,425			226,600
Investing Activities:
Additions to utility plant	(187,751		)	(266,991		)
Proceeds from the sale of emission allowances and RECs	2,706			5,163
Other	(124		)	1,820
Net cash used in investing activities	(185,169		)	(260,008		)
Financing Activities:
Issuance of long-term debt	150,000			—
Retirement of long-term debt	(101,064		)	(121,064		)
Dividends on common stock	(49,671		)	(44,768		)
Capital contribution from parent	7,500			—
Other	(3,733		)	—
Net cash provided by (used in) financing activities	3,032			(165,832		)
Net decrease in cash and cash equivalents	(5,712		)	(199,240		)
Cash and cash equivalents at beginning of the period	19,316			224,233
Cash and cash equivalents at end of the period	$	13,604		$	24,993
Supplemental Disclosure of Cash Flow Information:
Cash paid (received) during the period for:
Income taxes	$	1,224		$	(6,689	)
Interest (net of amount capitalized)	$	49,833		$	52,148
Non-cash investing activities:
Additions to property, plant and equipment in accounts payable	$	22,595		$	22,715

The accompanying notes are an integral part of these statements.

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IDACORP, INC. AND IDAHO POWER COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This Quarterly Report on Form 10-Q is a combined report of IDACORP, Inc. (IDACORP) and Idaho Power Company (Idaho Power). Therefore, these Notes to Condensed Consolidated Financial Statements apply to both IDACORP and Idaho Power. However, Idaho Power makes no representation as to the information relating to IDACORP’s other operations.

Nature of Business

IDACORP is a holding company formed in 1998 whose principal operating subsidiary is Idaho Power. Idaho Power is an electric utility with a service territory covering approximately 24,000 square miles in southern Idaho and eastern Oregon. Idaho Power's utility operations are regulated primarily by the Federal Energy Regulatory Commission (FERC) and the state regulatory commissions of Idaho and Oregon. Idaho Power is the parent of Idaho Energy Resources Co. (IERCo), a joint venturer in Bridger Coal Company (BCC), which mines and supplies coal to the Jim Bridger generating plant owned in part by Idaho Power.

IDACORP’s other subsidiaries include IDACORP Financial Services, Inc. (IFS), an investor in affordable housing and other real estate investments; Ida-West Energy Company (Ida-West), an operator of small hydroelectric generation projects that satisfy the requirements of the Public Utility Regulatory Policies Act of 1978 (PURPA); and IDACORP Energy (IE), a marketer of energy commodities, which wound down operations in 2003.

Principles of Consolidation

IDACORP’s and Idaho Power’s consolidated financial statements include the accounts of each company, the subsidiaries that the companies control, and any variable interest entities (VIEs) for which the companies are the primary beneficiaries. Intercompany balances have been eliminated in consolidation. Investments in subsidiaries that the companies do not control and investments in VIEs for which the companies are not the primary beneficiaries, but have the ability to exercise significant influence over operating and financial policies, are accounted for using the equity method of accounting.

The entities that IDACORP and Idaho Power consolidate consist primarily of the wholly-owned subsidiaries discussed above. In addition, IDACORP consolidates one VIE, Marysville Hydro Partners (Marysville), which is a joint venture owned 50 percent by Ida-West and 50 percent by Environmental Energy Company (EEC). Marysville has approximately $21 million of assets, primarily a hydroelectric plant, and approximately $15 million of intercompany long-term debt, which is eliminated in consolidation. EEC has borrowed amounts from Ida-West to fund a portion of its required capital contributions to Marysville. The loans are payable from EEC’s share of distributions and are secured by the stock of EEC and EEC’s interest in Marysville. Ida-West is the primary beneficiary because the ownership of the intercompany note and the EEC note result in it controlling the entity. Creditors of Marysville have no recourse to the general credit of IDACORP and there are no other arrangements that could require IDACORP to provide financial support to Marysville or expose IDACORP to losses.

Through IERCo, Idaho Power holds a variable interest in BCC, a VIE for which it is not the primary beneficiary. IERCo is not the primary beneficiary because the power to direct the activities that most significantly impact the economic performance of BCC is shared with the joint venture partner. The carrying value of BCC was $97 million at September 30, 2012, and Idaho Power's maximum exposure to loss is the carrying value, plus any additional future contributions to BCC and a $63 million guarantee for mine reclamation costs, which is discussed further in Note 8.

Through IFS, IDACORP also holds variable interests in VIEs for which it is not the primary beneficiary. These VIEs are affordable housing developments and other real estate investments in which IFS holds limited partnership interests ranging from 5 to 99 percent. As a limited partner, IFS does not control these entities and they are not consolidated. These investments were acquired between 1996 and 2010. IFS’s maximum exposure to loss in these developments is limited to its net carrying value, which was $54 million at September 30, 2012.

Regulation of Utility Operations

IDACORP's and Idaho Power's financial statements reflect the effects of the different ratemaking principles followed by the jurisdictions regulating Idaho Power. The application of accounting principles related to regulated operations sometimes results

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in Idaho Power recording expenses and revenues in a different period than when an unregulated enterprise would otherwise record expenses and revenues. In these instances, the amounts are deferred as regulatory assets or regulatory liabilities on the balance sheet and recorded on the income statement when recovered or returned in rates. Additionally, regulators can impose regulatory liabilities upon a regulated company for amounts previously collected from customers and for amounts that are expected to be refunded to customers. The effects of applying these regulatory accounting principles to Idaho Power's operations are discussed in more detail in Note 3.

Financial Statements

In the opinion of management of IDACORP and Idaho Power, the accompanying unaudited condensed consolidated financial statements contain all adjustments necessary to present fairly each company's consolidated financial position as of September 30, 2012, consolidated results of operations for the three and nine months ended September 30, 2012 and 2011, and consolidated cash flows for the nine months ended September 30, 2012 and 2011. These adjustments are of a normal and recurring nature. These financial statements do not contain the complete detail or footnote disclosure concerning accounting policies and other matters that would be included in full-year financial statements and should be read in conjunction with the audited consolidated financial statements included in IDACORP’s and Idaho Power’s Annual Report on Form 10-K for the year ended December 31, 2011. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. A change in management's estimates or assumptions could have a material impact on IDACORP's or Idaho Power's respective financial condition and results of operations during the period in which such change occurred.

Use of Estimates

The preparation of financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosures of contingent liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results experienced could differ materially from those estimates.

2. INCOME TAXES

In accordance with interim reporting requirements, IDACORP and Idaho Power use an estimated annual effective tax rate for computing their provisions for income taxes. An estimate of annual income tax expense (or benefit) is made each interim period using estimates for annual pre-tax income, income tax adjustments, and tax credits. The estimated annual effective tax rates do not include discrete events such as tax law changes, examination settlements, or method changes. Discrete events are recorded in the interim period in which they occur.

The estimated annual effective tax rate is applied to year-to-date pre-tax income to determine income tax expense (or benefit) for the interim period consistent with the annual estimate. In subsequent interim periods, income tax expense (or benefit) for the period is computed as the difference between the year-to-date amount reported for the previous interim period and the current period's year-to-date amount.

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Income Tax Expense

The following table provides a summary of income tax expense (benefit) for the three and nine months ended September 30 (in thousands of dollars):



	IDACORP						Idaho Power
	2012			2011			2012			2011
Three months ended September 30,
Income tax at statutory rates (federal and state)	$	37,528		$	24,123		$	38,107		$	24,671
Additional accumulated deferred investment tax credit (ADITC) amortization	—			6,750			—			6,750
Accounting method change	(7,845		)	—			(7,845		)	—
Examination settlement - uniform capitalization	—			(56,898		)	—			(56,898		)
Other ⁽¹⁾	(25,773		)	(19,347		)	(22,398		)	(16,299		)
Income tax expense (benefit)	$	3,910		$	(45,372	)	$	7,864		$	(41,776	)
Effective tax rate	4.1		%	(73.5		)%	8.1		%	(66.2		)%
Nine months ended September 30,
Income tax at statutory rates (federal and state)	$	68,468		$	44,407		$	70,749		$	46,303
Accounting method change	(7,845		)	—			(7,845		)	—
Examination settlement - capitalized repairs	—			(3,428		)	—			(3,428		)
Examination settlement - uniform capitalization	—			(56,898		)	—			(56,898		)
Other ⁽¹⁾	(37,811		)	(28,218		)	(32,086		)	(22,974		)
Income tax expense (benefit)	$	22,812		$	(44,137	)	$	30,818		$	(36,997	)
Effective tax rate	13.0		%	(38.9		)%	17.0		%	(31.2		)%

⁽¹⁾ "Other" is primarily comprised of Idaho Power's regulatory flow-through tax adjustments, which are listed in the rate reconciliation table of Note 2 to the consolidated financial statements included in IDACORP's and Idaho Power's Annual Report on Form 10-K for the year ended December 31, 2011.

The changes in year-to-date 2012 income tax expense as compared to the same period in 2011 were primarily due to U.S. Internal Revenue Service (IRS) examination settlements in 2011, greater Idaho Power pre-tax earnings in 2012, and a tax accounting method change at Idaho Power (discussed below). Net regulatory flow-through tax adjustments at Idaho Power were higher for the nine months ended September 30, 2012 as compared to the same period in 2011, primarily due to the capitalized repairs deduction estimate.

Accounting Method Change: In the third quarter of 2012 Idaho Power completed an income tax accounting method change for its 2011 tax year related to the transmission and distribution portion of the capitalized repairs method it adopted in fiscal year 2010. The $7.8 million tax benefit is related to the filed deduction for the cumulative method change adjustment for years prior to 2011. The change was made pursuant to Revenue Procedure 2011-43 to bring Idaho Power's existing method into alignment with the Revenue Procedure's safe harbor unit-of-property definitions for electric transmission and distribution property. Following the automatic consent procedures provided for in the Revenue Procedure, Idaho Power adopted this method with the filing of IDACORP's 2011 consolidated federal income tax return. The IRS approved the method change prior to the filing of the return as part of IDACORP's 2011 Compliance Assurance Process examination.

In April 2011, IDACORP and the IRS reached an agreement on Idaho Power's 2009 tax accounting method change for capitalized repairs. Finalization of this matter resulted in Idaho Power recognizing $3.4 million of previously unrecognized tax benefits for the method in the second quarter of 2011. As discussed above, Idaho Power's current change to its capitalized repairs method was the result of new IRS guidance which further refined its existing repairs method as it relates to transmission and distribution property. The provisions of the Revenue Procedure were unrelated to Idaho Power's examination issues, and the guidance was published months after settlement was reached.

Idaho Power's prescribed regulatory accounting treatment requires immediate income recognition for temporary tax differences of this type. A regulatory asset is established to reflect Idaho Power's ability to recover increased income tax expense when such temporary differences reverse. Idaho Power's 2012 capitalized repairs deduction estimate incorporates the provisions of this method change.

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3. REGULATORY MATTERS

Recent and Pending Idaho Regulatory Matters

Idaho General Rate Case Settlement

On June 1, 2011, Idaho Power filed a general rate case with the IPUC. On September 23, 2011, Idaho Power, the IPUC Staff, and other interested parties publicly filed a settlement stipulation with the IPUC resolving most of the key contested issues in the Idaho general rate case. On December 30, 2011, the IPUC issued an order approving the settlement stipulation. The settlement stipulation provides for a 7.86 percent authorized rate of return on an Idaho-jurisdiction rate base of approximately $2.36 billion. The approved settlement stipulation resulted in a $34.0 million overall increase in Idaho Power's annual Idaho-jurisdictional base rate revenues, effective January 1, 2012. While both are final, neither the order nor the settlement stipulation specified an authorized rate of return on equity.

Settlement Stipulation -- Investment Tax Credits and Idaho Sharing Mechanism

On January 13, 2010, the IPUC approved a rate settlement agreement among Idaho Power, several of Idaho Power's customers, the IPUC Staff, and other parties. The settlement agreement provided for (a) the use of additional ADITC to help achieve a minimum 9.5 percent rate of return on year-end equity in the Idaho jurisdiction (Idaho ROE), and (b) an equal sharing between Idaho Power and its customers of Idaho-jurisdiction earnings exceeding a 10.5 percent Idaho ROE. The sharing and ADITC amortization provisions of the January 2010 settlement agreement terminated on December 31, 2011.

On November 2, 2011, Idaho Power filed an application with the IPUC requesting an extension of the two elements of the January 2010 settlement agreement described above. On December 27, 2011, the IPUC issued an order, separate from the then-pending Idaho general rate case proceeding, approving a settlement stipulation that provides as follows:


•	if Idaho Power's actual Idaho ROE for 2012, 2013, or 2014 is less than 9.5 percent, then Idaho Power may amortize additional ADITC to help achieve a minimum 9.5 percent Idaho ROE in the applicable year. Idaho Power would be permitted to amortize additional ADITC in an aggregate amount up to $45 million over the three-year period, but could use no more than $25 million in 2012;

•

if Idaho Power's actual Idaho ROE for 2012, 2013, or 2014 exceeds 10.0 percent, the amount of Idaho Power's Idaho-jurisdiction earnings exceeding a 10.0 percent and up to and including a 10.5 percent Idaho ROE for the applicable year would be shared equally between Idaho Power and its Idaho customers in the form of a rate reduction to become effective at the time of the subsequent year's PCA adjustment; and


•	if Idaho Power's actual Idaho ROE for 2012, 2013, or 2014 exceeds 10.5 percent, the amount of Idaho Power's Idaho-jurisdiction earnings exceeding a 10.5 percent Idaho ROE for the applicable year would be allocated 25 percent to Idaho Power and 75 percent to benefit Idaho customers through an offset in the pension balancing account.

The settlement stipulation provides that the Idaho ROE thresholds (9.5 percent, 10.0 percent, and 10.5 percent) will be automatically adjusted prospectively in the event the IPUC approves a change to Idaho Power's authorized return on equity as part of a general rate case proceeding seeking a rate change effective prior to January 1, 2015. The automatic adjustments would be as follows: (a) the 9.5 percent Idaho ROE trigger in the settlement stipulation would be replaced by the percentage equal to 95 percent of the new authorized rate of return on equity; (b) the 10.0 percent Idaho ROE trigger in the settlement stipulation would be re-established at the new authorized rate of return on equity; and (c) the 10.5 percent Idaho ROE trigger in the settlement stipulation would be replaced by the percentage equal to 105 percent of the new authorized rate of return on equity.

Based on the terms of the 2011 settlement stipulation, Idaho Power recorded during the third quarter of 2012 a $6.3 million provision against current revenues, to be refunded to customers through a future rate reduction, and an additional $5.8 million of pension expense, which will benefit Idaho customers by reducing the amount of deferred pension expense that will be collected from customers in the future.

Revenue-Sharing Order Under January 2010 and December 2011 Settlement Agreements

On March 2, 2012, Idaho Power filed an application with the IPUC requesting authority to share revenues with customers based on year-end 2011 financial results, in accordance with the terms of settlement agreements executed in January 2010 and December 2011 described above. Idaho Power's revenue-sharing arrangements had two components: (1) a power cost adjustment mechanism component, which reduced net rates by $27.1 million effective June 1, 2012, and (2) a pension

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balancing account component, which resulted in a $20.3 million net reduction to Idaho Power's pension regulatory asset (reducing Idaho customers' future obligation). Idaho Power recorded the $27.1 million revenue reduction as a regulatory liability, and the $20.3 million pension regulatory asset reduction, in 2011. On May 31, 2012, the IPUC approved Idaho Power's March 2, 2012 application requesting a corresponding adjustment to Idaho-jurisdiction rates, effective for the period from June 1, 2012 to May 31, 2013.

Annual Power Cost Adjustment Mechanism Filing

Idaho Power has power cost adjustment (PCA) mechanisms in its Idaho and Oregon jurisdictions that address the volatility of power supply costs and provide for annual adjustments to the rates charged to retail customers. In the Idaho jurisdiction, the annual PCA adjustments are based on (a) a forecast component, based on a forecast of net power supply costs in the coming year as compared to net power supply costs in base rates, and (b) a true-up component, based on the difference between the previous year’s actual net power supply costs and the previous year’s forecast. The latter component also includes a balancing mechanism so that, over time, the actual collection or refund of authorized true-up dollars matches the amounts authorized. On May 31, 2012, the IPUC issued an order approving Idaho Power's April 13, 2012 application requesting a $43.0 million increase to Idaho PCA rates, effective for the period from June 1, 2012 to May 31, 2013. The PCA rate increase was offset by $27.1 million to be shared with customers pursuant to the revenue sharing order described above, resulting in a net rate increase of $15.9 million for these orders. By comparison, the PCA rates in effect from June 1, 2011 to May 31, 2012 were based on a May 31, 2011 IPUC order approving Idaho Power's requested $40.4 million Idaho PCA rate decrease.

Fixed Cost Adjustment Filings

The fixed cost adjustment (FCA) began as a pilot program for Idaho Power’s Idaho residential and small general service customers, running from 2007 through 2009. The FCA is designed to remove Idaho Power’s disincentive to invest in energy efficiency programs by separating (or decoupling) the recovery of fixed costs from the variable kilowatt-hour charge and linking it instead to a set amount per customer. The FCA is adjusted each year to collect, or refund, the difference between the allowed fixed-cost recovery amount and the actual fixed costs recovered by Idaho Power during the year.

On April 29, 2010, the IPUC approved a two-year extension of the FCA pilot program, retroactively effective from January 1, 2010 through December 31, 2011. On March 30, 2012, the IPUC issued an order approving the FCA as a permanent program. The order also maintained the existing cap on the FCA of no more than three percent of base revenue, with any excess deferred for collection in a subsequent year. The IPUC noted in its order, however, that the FCA does not isolate or identify changes in cost recovery associated solely with Idaho Power's energy efficiency programs, and instead responds to all changes in load. While the IPUC rejected the IPUC Staff's proposal that FCA results be shared 50 percent with customers, the IPUC's order directed Idaho Power to file with the IPUC a proposal to adjust the FCA to address specified factors. On September 28, 2012, Idaho Power submitted a compliance filing and motion to the IPUC requesting that the IPUC approve the FCA methodology used during the pilot program, without change, or an alternative methodology proposed by Idaho Power. The alternative would maintain the existing three percent cap on the FCA, while introducing an additional symmetrical cap based on the annual change in energy consumption per customer of plus or minus two percent from the historical average. Proceedings relating to a potential change to the FCA are ongoing.

On May 8, 2012, the IPUC issued an order authorizing Idaho Power to increase its annual FCA collection to $10.3 million, a $1.2 million increase in FCA rates, for the period from June 1, 2012 to May 31, 2013.

Langley Gulch Power Plant Cost Recovery Filing - Idaho

On September 1, 2009, Idaho Power received pre-approval from the IPUC to include $396.6 million of construction costs in Idaho Power’s rate base when the Langley Gulch natural gas-fired power plant achieved commercial operation. On March 2, 2012, Idaho Power filed an application with the IPUC requesting an increase in annual Idaho-jurisdiction base rates of $59.9 million for recovery of Idaho Power's investment and associated costs for the Langley Gulch power plant. Idaho Power's application stated that its estimated investment in the plant through June 2012 was approximately $398 million. After the impact of depreciation, deferred income taxes, amounts currently included in rates, and an Idaho-jurisdictional cost allocation, Idaho Power's application requested a $336.7 million increase in Idaho-jurisdiction rate base. Idaho Power's requested base rate increase was based on an overall rate of return of 7.86 percent, as authorized by a prior IPUC order. On May 30, 2012, the IPUC Staff recommended to the IPUC that the $59.9 million increase in annual Idaho-jurisdiction base rates requested by Idaho Power be reduced to $58.1 million. The plant became commercially available on June 29, 2012. On that date, the IPUC issued an order consistent with the IPUC Staff's recommendation, approving a $58.1 million increase in annual Idaho- jurisdiction base rates, effective July 1, 2012. The order also provided for a $335.9 million increase in Idaho rate base.

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Inclusion of the Langley Gulch power plant in Idaho Power's power supply portfolio resulted in a change in Idaho Power's power supply cost assumptions. Accordingly, in the Langley Gulch order the IPUC updated Idaho Power's load-change adjustment rate (LCAR) to $17.64 per MWh, effective July 1, 2012. The LCAR is intended to eliminate recovery of power supply expenses already collected in rates associated with load changes resulting from changing weather conditions, a growing customer base, or changing customer use patterns. The LCAR adjusts power supply cost recovery within the Idaho jurisdiction PCA formula upwards or downwards for differences between actual load and the load used in calculating base rates. The settlement stipulation that became effective January 1, 2012 provided for a LCAR of $18.16 per MWh, compared to the rate of $19.67 per MWh in effect prior to that date.

Energy Efficiency and Demand Response Programs

Idaho Power manages a wide range of opportunities for its customers to participate in energy efficiency and demand response programs. On March 15, 2012, Idaho Power filed an application with the IPUC requesting an order designating Idaho Power's 2011 demand-side management expenditures of $42.6 million as prudently incurred. On October 22, 2012, the IPUC issued an order approving as prudently incurred $41.9 million of demand-side management expenditures, and deferred a portion of Idaho Power's additional requested amount for further review. Of Idaho Power's 2011 demand-side management expenditures, approximately $36 million were funded through a rider mechanism on customer bills and approximately $7 million were recorded as a regulatory asset. As of September 30, 2012, the Idaho portion of the energy efficiency rider balance was a regulatory liability of $2.5 million. Idaho Power's previous application filed in March 2011, which was approved by the IPUC in August 2011, designated Idaho Power's 2010 Idaho energy efficiency rider expenditures of approximately $42 million as prudently incurred expenses.

Typically, a majority of energy efficiency activities are funded through a rider mechanism on customer bills. Program expenditures are reported as an operating expense with an equal amount of revenues recorded in other revenues, resulting in no impact on earnings. The cumulative variance between expenditures and amounts collected through the rider is recorded as a regulatory asset or liability pending future collection from or obligation to customers. In the 2012 PCA filing, funding for certain demand response program costs was shifted from the rider mechanism to the PCA mechanism as these costs are closely related to and directly impact the other power supply costs collected through the PCA.

Cost Recovery for Cessation of Boardman Coal-Fired Operations - Idaho

In December 2010, the Oregon Environmental Quality Commission approved a plan to cease coal-fired operations at the Boardman power plant not later than December 31, 2020. The plan results in increased revenue requirements for Idaho Power related to accelerated depreciation expense, additional plant investments, and decommissioning costs. In response to an application filed by Idaho Power, on February 15, 2012 the IPUC issued an order accepting Idaho Power's regulatory accounting and cost recovery plan associated with the early plant shut-down and approving the establishment of a balancing account whereby incremental costs and benefits associated with the early shut-down will be tracked for recovery in a subsequent proceeding. On February 15, 2012, Idaho Power filed an application with the IPUC requesting a $1.6 million annual increase in Idaho-jurisdiction base rates to recover the incremental Idaho-jurisdiction levelized annual revenue deficiency associated with early shut-down. On May 17, 2012, the IPUC issued an order approving a $1.5 million annual increase in Idaho-jurisdiction base rates, with new rates effective June 1, 2012. As of September 30, 2012, Idaho Power's net book value in the Boardman plant was $21.4 million.

Idaho Depreciation Rate Filings

Idaho Power's advanced metering infrastructure (AMI) project provides the means to automatically retrieve and store energy consumption information, eliminating manual meter reading expense. Commencing June 1, 2009, the IPUC approved a rate increase, allowing Idaho Power to recover the three-year accelerated depreciation of the existing non-AMI metering equipment and to begin earning a return on its AMI investment. On April 27, 2012, the IPUC approved Idaho Power's February 15, 2012 application requesting approval of a $10.6 million decrease in rates for specified customer classes, effective June 1, 2012, as a result of the removal of accelerated depreciation expense associated with non-AMI metering equipment.

In connection with a depreciation study authorized by Idaho Power and conducted by a third party, on February 15, 2012, Idaho Power filed an application with the IPUC seeking to institute revised depreciation rates for electric plant-in-service, based upon updated service life estimates and net salvage percentages for all plant assets, and adjust Idaho-jurisdiction base rates to reflect the revised depreciation rates. Idaho Power's application requested a $2.7 million increase in Idaho-jurisdiction base rates. On May 31, 2012, the IPUC issued an order approving a settlement stipulation agreed to by Idaho Power, the IPUC Staff, and a

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large industrial customer of Idaho Power, which provided for a $1.3 million annual decrease in Idaho-jurisdiction base rates, effective June 1, 2012.

Recent and Pending Oregon Regulatory Matters

Oregon General Rate Case Filing

On July 29, 2011, Idaho Power filed a general rate case and proposed rate schedules with the OPUC, Case No. UE 233. The filing requested a $5.8 million increase in annual Oregon jurisdiction revenues and an authorized rate of return on equity of 10.5 percent, with an Oregon retail rate base of approximately $121.9 million. Idaho Power, the OPUC Staff, and other interested parties executed and filed a partial settlement stipulation with the OPUC on February 1, 2012, resolving all matters in the general rate case other than the prudence of costs associated with pollution control investments at the Jim Bridger coal-fired power plant. The settlement stipulation provided for a $1.8 million base rate increase, a return on equity of 9.9 percent, and an overall rate of return of 7.76 percent in the Oregon jurisdiction. On February 23, 2012, the OPUC issued an order adopting the settlement stipulation. New rates in conformity with the settlement stipulation went into effect on March 1, 2012. The OPUC is conducting a second phase of the proceedings to address the prudence of Idaho Power's pollution control investments at the Jim Bridger plant.

Langley Gulch Power Plant Cost Recovery Filing - Oregon

On March 9, 2012, Idaho Power filed an application with the OPUC requesting an annual increase in Oregon jurisdiction revenues of $3.0 million for inclusion of the Langley Gulch power plant in Idaho Power's rate base. On September 20, 2012, the OPUC issued an order approving an approximately $3.0 million increase in annual Oregon jurisdiction base rates effective October 1, 2012.

Federal Open Access Transmission Tariff Rate

Idaho Power uses a formula rate for transmission service provided under its open access transmission tariff (OATT), which allows transmission rates to be updated annually based on financial and operational data Idaho Power files with the FERC. On June 1, 2012, Idaho Power posted its 2012 transmission rate draft informational filing reflecting an OATT rate of $21.32 per kW-year, to be effective for the period from October 1, 2012 to September 30, 2013. On August 27, 2012, Idaho Power made its final informational filing with the FERC with the same OATT rate. Idaho Power's filing was based on its net annual transmission revenue requirement of $108.4 million. The OATT rate in effect from October 1, 2011 to September 30, 2012 was $19.79 per kW-year, based on a net annual transmission revenue requirement of $106.6 million.

4. LONG-TERM DEBT

As of September 30, 2012, IDACORP had approximately $539 million remaining on a shelf registration statement filed with the U.S. Securities and Exchange Commission (SEC) that can be used for the issuance of debt securities or IDACORP common stock.

In May 2010, Idaho Power registered with the SEC up to $500 million of first mortgage bonds and debt securities. On June 17, 2010, Idaho Power entered into a selling agency agreement with ten banks named in the agreement in connection with the potential issuance and sale from time to time of up to $500 million aggregate principal amount of first mortgage bonds. In August 2010, Idaho Power issued $100 million of 3.40% first mortgage bonds, medium-term notes, Series I, maturing in August 2020, and $100 million of 4.85% first mortgage bonds, medium-term notes, Series I, maturing in August 2040. On April 13, 2012, Idaho Power issued $75 million of 2.95% first mortgage bonds, medium-term notes, Series I, maturing on April 1, 2022, and $75 million of 4.30% first mortgage bonds, medium-term notes, Series I, maturing on April 1, 2042. The first mortgage bonds were issued under Idaho Power's shelf registration statement. As a result of these issuances, as of September 30, 2012, $150 million remained on Idaho Power’s shelf registration for the issuance of first mortgage bonds and debt securities.

In May 2012, Idaho Power used a portion of the net proceeds of the April 2012 sale of first mortgage bonds, medium-term notes to effect the early redemption in full of its $100 million of 4.75% first mortgage bonds, medium-term notes due November 2012.

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5. NOTES PAYABLE

Credit Facilities

IDACORP and Idaho Power have $125 million and $300 million credit facilities, respectively, which may be used for general corporate purposes and commercial paper backup. IDACORP's credit facility consists of a revolving line of credit not to exceed the aggregate principal amount at any one time outstanding of $125 million, including swingline loans in an aggregate principal amount at any time outstanding not to exceed $15 million, and letters of credit in an aggregate principal amount at any time outstanding not to exceed $50 million. Idaho Power's credit facility consists of a revolving line of credit, through the issuance of loans and standby letters of credit, not to exceed the aggregate principal amount at any one time outstanding of $300 million, including swingline loans in an aggregate principal amount at any time outstanding not to exceed $30 million. IDACORP and Idaho Power have the right to request an increase in the aggregate principal amount of the facilities to $150 million and $450 million, respectively, in each case subject to certain conditions.

The IDACORP and Idaho Power credit agreements have similar terms and conditions. The interest rates for any borrowings under the facilities are based on either (1) a floating rate that is equal to the highest of the prime rate, federal funds rate plus 0.5 percent, or LIBOR rate plus 1.0 percent, or (2) the LIBOR rate, plus, in each case, an applicable margin. The margin is based on IDACORP's or Idaho Power's, as applicable, senior unsecured long-term indebtedness credit rating by Moody's Investors Service, Inc., Standard and Poor's Ratings Services, and Fitch Rating Services, Inc., as set forth on a schedule to the credit agreements. Under their respective facilities, the companies pay a facility fee on the commitment based on the respective company's credit rating for senior unsecured long-term debt securities. While the credit facilities provide for an original maturity date of October 26, 2016, the credit agreements grant IDACORP and Idaho Power the right to request up to two one-year extensions, in each case subject to certain conditions. On October 12, 2012, IDACORP and Idaho Power executed First Extension Agreements with each of the lenders, extending the maturity dates under both agreements to October 26, 2017.

At September 30, 2012, no loans were outstanding under either IDACORP's or Idaho Power's facilities. At September 30, 2012, Idaho Power had regulatory authority to incur up to $450 million principal amount of short-term indebtedness at any one time outstanding. Balances (in thousands of dollars) and interest rates of IDACORP’s and Idaho Power's short-term borrowings were as follows at September 30, 2012 and December 31, 2011:



	September 30, 2012									December 31, 2011
	Idaho Power			IDACORP			Total			Idaho Power			IDACORP			Total

Commercial paper outstanding	$	—		$	51,400		$	51,400		$	—		$	54,200		$	54,200
Weighted-average annual interest rate	—		%	0.47		%	0.47		%	—		%	0.47		%	0.47		%

6. COMMON STOCK

IDACORP Common Stock

During the nine months ended September 30, 2012, IDACORP issued an aggregate of 192,814 shares of common stock pursuant to its IDACORP, Inc. Dividend Reinvestment and Stock Purchase Plan, Idaho Power Company Employee Savings Plan, IDACORP, Inc. Restricted Stock Plan, and IDACORP, Inc. 2000 Long-Term Incentive and Compensation Plan. Effective July 1, 2012, IDACORP instructed the plan administrators of the IDACORP, Inc. Dividend Reinvestment and Stock Purchase Plan and Idaho Power Company Employee Savings Plan to use market purchases of IDACORP common stock, as opposed to original issuance of common stock from IDACORP, to acquire shares of IDACORP common stock for the plans. However, IDACORP may determine at any time to resume original issuances of common stock under those plans.

IDACORP enters into sales agency agreements as a means of selling its common stock from time to time pursuant to a continuous equity program. IDACORP's current sales agency agreement is with BNY Mellon Capital Markets, LLC. As of September 30, 2012, there were approximately 3 million shares remaining available to be sold under the current sales agency agreement. No shares were issued under the sales agency agreement during the nine months ended September 30, 2012.

Restrictions on Dividends

A covenant in each of IDACORP’s credit facility and Idaho Power’s credit facility requires IDACORP and Idaho Power to maintain leverage ratios of consolidated indebtedness to consolidated total capitalization, as defined therein, of no more than 65

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percent at the end of each fiscal quarter. Idaho Power’s ability to pay dividends on its common stock held by IDACORP and IDACORP’s ability to pay dividends on its common stock are limited to the extent payment of such dividends would violate the covenants in their respective credit facilities or Idaho Power’s Revised Code of Conduct. At September 30, 2012, the leverage ratios for IDACORP and Idaho Power were 47 percent and 49 percent, respectively. Based on these restrictions, IDACORP’s and Idaho Power’s dividends were limited to $913 million and $806 million, respectively, at September 30, 2012. There are additional facility covenants, subject to exceptions, that prohibit or restrict specified investments or acquisitions, mergers, or the sale or disposition of property without consent; the creation of specified forms of liens; and any agreements restricting dividend payments to the company from any material subsidiary. At September 30, 2012, IDACORP and Idaho Power were in compliance with all facility covenants.

Idaho Power’s Revised Code of Conduct, approved by the IPUC on April 21, 2008, states that Idaho Power will not pay any dividends to IDACORP that will reduce Idaho Power’s common equity capital below 35 percent of its total adjusted capital without IPUC approval. At September 30, 2012, Idaho Power's common equity capital was 52 percent of its total adjusted capital. Further, Idaho Power must obtain approval of the OPUC before it could directly or indirectly loan funds or issue notes or give credit on its books to IDACORP.

Idaho Power’s articles of incorporation contain restrictions on the payment of dividends on its common stock if preferred stock dividends are in arrears. Idaho Power has no preferred stock outstanding.

In addition to contractual restrictions on the amount and payment of dividends, the Federal Power Act prohibits the payment of dividends from "capital accounts." The term "capital accounts" is undefined in the Federal Power Act but could be interpreted to limit the payment of dividends by Idaho Power to the amount of Idaho Power's retained earnings.

7. EARNINGS PER SHARE

The table below presents the computation of IDACORP’s basic and diluted earnings per share (EPS) for the three and nine months ended September 30, 2012 and 2011 (in thousands, except for per share amounts).



	Three months ended September 30,				Nine months ended September 30,
	2012		2011		2012		2011
Numerator:
Net income attributable to IDACORP, Inc.	$	92,069	$	107,067	$	152,299	$	157,708
Denominator:
Weighted-average common shares outstanding - basic	49,966		49,520		49,918		49,411
Effect of dilutive securities:
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