Edgar Filing: IDACORP INC

IDA 06.30.13 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 June 30, 2013
	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.

IDACORP, Inc.: Yes X No __ Idaho Power Company: 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).

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

Number of shares of common stock outstanding as of July 26, 2013:

IDACORP, Inc.: 50,232,332

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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TABLE OF CONTENTS
				Page
Commonly Used Terms				3
Cautionary Note Regarding Forward-Looking Statements				4

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 Cash Flows	16
		Notes to the Condensed Consolidated Financial Statements		17
		Reports of Independent Registered Public Accounting Firm		34
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			36
	Item 3. Quantitative and Qualitative Disclosures About Market Risk			64
	Item 4. Controls and Procedures			65

Part II. Other Information:

	Item 1. Legal Proceedings			65
	Item 1A. Risk Factors			65
	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			65
	Item 4. Mine Safety Disclosures			66
	Item 5. Other Information			66
	Item 6. Exhibits			66

Signatures				67

Exhibit Index				68

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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
AMI	-	Advanced Metering Infrastructure
BCC	-	Bridger Coal Company, a joint venture of IERCo
BLM	-	U.S. Bureau of Land Management
CAA	-	Clean Air Act
CO₂	-	Carbon Dioxide
CSPP	-	Cogeneration and Small Power Production
CWA	-	Clean Water Act
EGUs	-	Electric Utility Steam Generating Units
EIS	-	Environmental Impact Statement
EPA	-	U.S. Environmental Protection Agency
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.
IERCo	-	Idaho Energy Resources Co., a subsidiary of Idaho Power Company
IESCo	-	IDACORP Energy Services Co., a subsidiary of IDACORP, Inc.
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
NO_x	-	Nitrogen Oxide
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
SCR	-	Selective Catalytic Reduction
SEC	-	U.S. Securities and Exchange Commission
SIP	-	State Implementation Plan
SMSP	-	Senior Management Security Plan I and II
SO₂	-	Sulfur Dioxide
SRBA	-	Snake River Basin Adjudication
Valmy	-	North Valmy Steam Electric Generating Plant
WPSC	-	Wyoming Public Service Commission

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CAUTIONARY NOTE REGARDING 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, 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, 2012, 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:


•	Idaho Power's rate design and the effect of regulatory decisions by the Idaho and Oregon public utilities commissions, the Federal Energy Regulatory Commission, and other regulators affecting Idaho Power's ability to recover costs and earn a return;


•	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 availability and use of energy efficiency and conservation programs, and the associated impact on loads and load growth;


•	the impacts of changes in economic conditions, including the potential for changes in customer demand for electricity, revenue from sales of excess power, financial soundness of counterparties and suppliers, and collections;


•	unseasonable or severe weather conditions, wildfires, and other natural phenomena, which affect customer demand, hydroelectric generation levels, infrastructure repair costs, and the ability and cost to procure fuel for generation plants or purchased power to serve customers;


•	advancement of new technologies that reduce loads or render Idaho Power's generation facilities obsolete;


•	adoption of, changes in, and costs of compliance with, laws, regulations, and policies relating to the environment, natural resources, and endangered species, and the ability to recover those costs through rates;


•	variable hydrological conditions and over-appropriation of surface and groundwater in the Snake River basin, which can impact the amount of generation from Idaho Power's hydroelectric facilities;


•	the ability to purchase fuel and power from suppliers on favorable payment terms and prices, particularly in the event of unanticipated power demands, lack of physical availability, transportation constraints, or a credit downgrade;

•

accidents, fires, explosions, and mechanical breakdowns that may occur while operating and maintaining an electric system, which can cause unplanned outages, reduce generating output, damage the companies’ assets, operations, or reputation, subject the companies to third-party claims for property damage, personal injury, or loss of life, or result in the imposition of civil, criminal, or regulatory fines or penalties;

•

the ability to obtain debt and equity financing or refinance existing debt when necessary and on favorable terms, which can be affected by factors such as credit ratings, volatility in the financial markets (including as a result of European sovereign debt issues) and interest rate fluctuations, decisions by the Idaho or Oregon public utility commissions, and the companies' past or projected financial performance;


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

•

the ability to buy and sell power, transmission capacity, and fuel in the markets and the availability to enter into financial and physical commodity hedges with creditworthy counterparties, including the impact of federal legislation on counterparties' willingness to transact, market liquidity, and hedging costs, which may affect fuel and power availability and pricing, and the failure of any such risk management and hedging strategies to work as intended;


•	changes in or implementation of Federal Energy Regulatory Commission and other mandatory reliability, security, and other requirements for system infrastructure, which could result in penalties and increase costs;

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•	disruptions or outages of Idaho Power's generation or transmission systems or the western interconnected transmission system;


•	the costs and operational challenges of integrating an increasing volume of mandated purchased intermittent wind power or other renewable energy sources into Idaho Power's resource portfolio;


•	changes in actuarial assumptions, the interest rate environment, and the actual return on plan assets for pension and other post-retirement plans, which can affect future pension and other post-retirement plan funding obligations, costs, and liabilities;


•	the ability to continue to pay dividends under the terms of the companies' credit arrangements and regulatory limitations, and whether the companies' boards of directors will continue to declare dividends based on the boards of directors’ periodic consideration of factors affecting IDACORP's and Idaho Power's dividend policies;


•	changes in tax laws or related regulations or new interpretations of applicable laws by federal, state, or local taxing jurisdictions, the availability of tax credits, and the tax rates payable by IDACORP shareholders on common stock dividends;


•	employee workforce factors, including the operational and financial costs of unionization or the attempt to unionize all or part of the companies' workforce, the impact of an aging workforce, the cost and ability to retain skilled workers, and the ability to adjust the labor cost structure when necessary;


•	failure to comply with state and federal laws, policies, and regulations, including new interpretations and enforcement initiatives by regulatory and oversight bodies, which may result in penalties and increase the cost of compliance, the nature and extent of investigations and audits, and the cost of remediation;


•	the inability to obtain or cost of obtaining and complying with required governmental permits and approvals, licenses, rights-of-way, and siting for transmission and generation projects and hydroelectric facilities;


•	the cost and outcome of litigation, dispute resolution, regulatory proceedings, and penalties, and the ability to recover those costs or the costs of operational changes through insurance or rates, or from third parties;


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


•	adoption of or changes in accounting policies and principles, including the potential adoption of all or a portion of International Financial Reporting Standards, changes in accounting estimates, and new Securities and Exchange Commission or New York Stock Exchange requirements, or new interpretations of existing requirements; and


•	unusual or unanticipated changes in normal business operations, including unusual maintenance or repairs, or the failure to successfully implement technology solutions.

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 June 30,						Six months ended June 30,
	2013			2012			2013			2012
	(thousands of dollars except for per share amounts)
Operating Revenues:
Electric utility:
General business	$	264,432		$	220,529		$	496,651		$	417,958
Off-system sales	4,527			11,418			20,428			39,126
Other revenues	33,897			21,600			50,146			36,946
Total electric utility revenues	302,856			253,547			567,225			494,030
Other	1,092			1,154			1,652			1,812
Total operating revenues	303,948			254,701			568,877			495,842
Operating Expenses:
Electric utility:
Purchased power	49,151			45,178			92,008			79,456
Fuel expense	41,878			21,285			91,044			54,036
Power cost adjustment	(13,299		)	(3,211		)	(28,009		)	5,798
Other operations and maintenance	83,154			86,005			162,939			164,517
Energy efficiency programs	19,732			8,084			24,202			12,561
Depreciation	32,232			29,879			64,142			60,421
Taxes other than income taxes	8,054			7,849			16,226			15,949
Total electric utility expenses	220,902			195,069			422,552			392,738
Other	3,640			3,158			7,485			6,770
Total operating expenses	224,542			198,227			430,037			399,508
Operating Income	79,406			56,474			138,840			96,334
Allowance for Equity Funds Used During Construction	3,528			7,832			7,143			15,449
Losses of Unconsolidated Equity-Method Investments	(2,293		)	(1,928		)	(2,187		)	(509		)
Other Income, Net	1,588			1,065			2,414			2,525
Interest Expense:
Interest on long-term debt	20,793			20,083			40,462			39,582
Other interest	1,732			1,686			3,484			3,342
Allowance for borrowed funds used during construction	(1,876		)	(4,333		)	(3,807		)	(8,282		)
Total interest expense, net	20,649			17,436			40,139			34,642
Income Before Income Taxes	61,580			46,007			106,071			79,157
Income Tax Expense	15,930			10,569			27,041			18,902
Net Income	45,650			35,438			79,030			60,255
Adjustment for (income) loss attributable to noncontrolling interests	(137		)	(137		)	16			(25		)
Net Income Attributable to IDACORP, Inc.	$	45,513		$	35,301		$	79,046		$	60,230
Weighted Average Common Shares Outstanding - Basic (000’s)	50,056			49,927			50,047			49,893
Weighted Average Common Shares Outstanding - Diluted (000’s)	50,108			49,984			50,086			49,944
Earnings Per Share of Common Stock:
Earnings Attributable to IDACORP, Inc. - Basic	$	0.91		$	0.71		$	1.58		$	1.21
Earnings Attributable to IDACORP, Inc. - Diluted	$	0.91		$	0.71		$	1.58		$	1.21
Dividends Declared Per Share of Common Stock	$	0.38		$	0.33		$	0.76		$	0.66

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 June 30,						Six months ended June 30,
	2013			2012			2013		2012
	(thousands of dollars)

Net Income	$	45,650		$	35,438		$	79,030	$	60,255
Other Comprehensive Income:
Net unrealized holding gains (losses) arising during the period, net of tax of $167, $(344), $925 and $530	259			(536		)	1,440		826
Unfunded pension liability adjustment, net of tax of $298, $170, $596 and $340	465			265			930		530
Total Comprehensive Income	46,374			35,167			81,400		61,611
Comprehensive (income) loss attributable to noncontrolling interests	(137		)	(137		)	16		(25		)
Comprehensive Income Attributable to IDACORP, Inc.	$	46,237		$	35,030		$	81,416	$	61,586

The accompanying notes are an integral part of these statements.

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IDACORP, Inc.

Condensed Consolidated Balance Sheets

(unaudited)



	June 30, 2013			December 31, 2012
	(thousands of dollars)
Assets

Current Assets:
Cash and cash equivalents	$	136,155		$	26,527
Receivables:
Customer (net of allowance of $1,194 and $1,551, respectively)	69,130			66,111
Other (net of allowance of $152 and $322, respectively)	14,541			23,608
Income taxes receivable	232			1,753
Accrued unbilled revenues	86,877			51,448
Materials and supplies (at average cost)	52,347			51,037
Fuel stock (at average cost)	36,131			42,388
Prepayments	13,792			12,823
Deferred income taxes	28,157			56,532
Current regulatory assets	80,441			30,078
Other	2,767			4,948
Total current assets	520,570			367,253
Investments	178,305			189,020
Property, Plant and Equipment:
Utility plant in service	5,001,736			4,915,772
Accumulated provision for depreciation	(1,737,827		)	(1,703,159		)
Utility plant in service - net	3,263,909			3,212,613
Construction work in progress	298,594			298,470
Utility plant held for future use	7,101			7,101
Other property, net of accumulated depreciation	17,628			17,847
Property, plant and equipment - net	3,587,232			3,536,031
Other Assets:
American Falls and Milner water rights	16,324			17,909
Company-owned life insurance	22,263			22,646
Regulatory assets	1,113,051			1,132,960
Long-term receivables (net of allowance of $1,260 and $1,260, respectively)	4,437			4,437
Other	46,502			49,260
Total other assets	1,202,577			1,227,212
Total	$	5,488,684		$	5,319,516

The accompanying notes are an integral part of these statements.

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IDACORP, Inc.

Condensed Consolidated Balance Sheets

(unaudited)



	June 30, 2013			December 31, 2012
	(thousands of dollars)
Liabilities and Equity

Current Liabilities:
Current maturities of long-term debt	$	71,064		$	71,064
Notes payable	61,900			69,700
Accounts payable	77,011			90,165
Income taxes accrued	9,802			1,005
Interest accrued	23,534			22,311
Accrued compensation	30,984			42,343
Current regulatory liabilities	5,838			30,277
Other	33,486			24,438
Total current liabilities	313,619			351,303
Other Liabilities:
Deferred income taxes	904,306			894,616
Regulatory liabilities	360,299			355,362
Pension and other postretirement benefits	427,946			423,409
Other	59,566			65,228
Total other liabilities	1,752,117			1,738,615
Long-Term Debt	1,615,128			1,466,632
Commitments and Contingencies
Equity:
IDACORP, Inc. shareholders’ equity:
Common stock, no par value (shares authorized 120,000,000; 50,233,463 and 50,158,486 shares issued, respectively)	836,560			834,922
Retained earnings	981,822			940,968
Accumulated other comprehensive loss	(14,746		)	(17,116		)
Treasury stock (1,131 and 1,817 shares at cost, respectively)	(13		)	(21		)
Total IDACORP, Inc. shareholders’ equity	1,803,623			1,758,753
Noncontrolling interests	4,197			4,213
Total equity	1,807,820			1,762,966
Total	$	5,488,684		$	5,319,516

The accompanying notes are an integral part of these statements.

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IDACORP, Inc.

Condensed Consolidated Statements of Cash Flows

(unaudited)



	Six months ended June 30,
	2013			2012
	(thousands of dollars)
Operating Activities:
Net income	$	79,030		$	60,255
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	66,025			62,929
Deferred income taxes and investment tax credits	15,069			11,864
Changes in regulatory assets and liabilities	(24,727		)	13,805
Pension and postretirement benefit plan expense	14,672			15,204
Contributions to pension and postretirement benefit plans	(12,391		)	(36,816		)
Losses of unconsolidated equity-method investments	2,187			509
Distributions from unconsolidated equity-method investments	7,989			4,200
Allowance for equity funds used during construction	(7,143		)	(15,449		)
Other non-cash adjustments to net income, net	1,198			2,802
Change in:
Accounts receivable	1,466			2,673
Accounts payable and other accrued liabilities	(12,204		)	(6,759		)
Taxes accrued/receivable	13,646			8,789
Other current assets	(30,061		)	(29,078		)
Other current liabilities	6,552			(3,769		)
Other assets	(582		)	(2,342		)
Other liabilities	(6,517		)	(5,780		)
Net cash provided by operating activities	114,209			83,037
Investing Activities:
Additions to property, plant and equipment	(109,059		)	(123,091		)
Proceeds from the sale of emission allowances and RECs	480			1,896
Investments in affordable housing	—			(313		)
Distributions from affordable housing investments	1,642			—
Other	2,371			(1,136		)
Net cash used in investing activities	(104,566		)	(122,644		)
Financing Activities:
Issuance of long-term debt	150,000			150,000
Retirement of long-term debt	(1,064		)	(101,064		)
Dividends on common stock	(38,313		)	(33,470		)
Net change in short-term borrowings	(7,800		)	10,500
Issuance of common stock	255			4,839
Acquisition of treasury stock	(2,124		)	(2,062		)
Other	(969		)	(2,575		)
Net cash provided by financing activities	99,985			26,168
Net increase (decrease) in cash and cash equivalents	109,628			(13,439		)
Cash and cash equivalents at beginning of the period	26,527			27,813
Cash and cash equivalents at end of the period	$	136,155		$	14,374
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for:
Income taxes	$	60		$	1,171
Interest (net of amount capitalized)	$	37,610		$	33,196
Non-cash investing activities:
Additions to property, plant and equipment in accounts payable	$	12,348		$	24,957

The accompanying notes are an integral part of these statements.

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IDACORP, Inc.

Condensed Consolidated Statements of Equity

(unaudited)



	Six months ended June 30,
	2013			2012
	(thousands of dollars)
Common Stock
Balance at beginning of period	$	834,922		$	828,389
Issued	255			4,804
Other	1,383			1,354
Balance at end of period	836,560			834,547
Retained Earnings
Balance at beginning of period	940,968			840,916
Net income attributable to IDACORP, Inc.	79,046			60,230
Common stock dividends ($0.76 and $0.66 per share)	(38,192		)	(33,080		)
Balance at end of period	981,822			868,066
Accumulated Other Comprehensive (Loss) Income
Balance at beginning of period	(17,116		)	(11,622		)
Unrealized gain on securities (net of tax)	1,440			826
Unfunded pension liability adjustment (net of tax)	930			530
Balance at end of period	(14,746		)	(10,266		)
Treasury Stock
Balance at beginning of period	(21		)	(29		)
Issued	2,132			2,070
Acquired	(2,124		)	(2,062		)
Balance at end of period	(13		)	(21		)
Total IDACORP, Inc. shareholders’ equity at end of period	1,803,623			1,692,326
Noncontrolling Interests
Balance at beginning of period	4,213			4,040
Net (loss) income attributable to noncontrolling interests	(16		)	25
Balance at end of period	4,197			4,065
Total equity at end of period	$	1,807,820		$	1,696,391

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 June 30,						Six months ended June 30,
	2013			2012			2013			2012
	(thousands of dollars)
Operating Revenues:
General business	$	264,432		$	220,529		$	496,651		$	417,958
Off-system sales	4,527			11,418			20,428			39,126
Other revenues	33,897			21,600			50,146			36,946
Total operating revenues	302,856			253,547			567,225			494,030
Operating Expenses:
Operation:
Purchased power	49,151			45,178			92,008			79,456
Fuel expense	41,878			21,285			91,044			54,036
Power cost adjustment	(13,299		)	(3,211		)	(28,009		)	5,798
Other operations and maintenance	83,154			86,005			162,939			164,517
Energy efficiency programs	19,732			8,084			24,202			12,561
Depreciation	32,232			29,879			64,142			60,421
Taxes other than income taxes	8,054			7,849			16,226			15,949
Total operating expenses	220,902			195,069			422,552			392,738
Income from Operations	81,954			58,478			144,673			101,292
Other Income (Expense):
Allowance for equity funds used during construction	3,528			7,832			7,143			15,449
(Losses) earnings of unconsolidated equity-method investments	(378		)	(266		)	2,256			4,027
Other expense, net	(1,215		)	(1,367		)	(3,374		)	(2,847		)
Total other income	1,935			6,199			6,025			16,629
Interest Charges:
Interest on long-term debt	20,793			20,083			40,462			39,582
Other interest	1,637			1,579			3,284			3,138
Allowance for borrowed funds used during construction	(1,876		)	(4,333		)	(3,807		)	(8,282		)
Total interest charges	20,554			17,329			39,939			34,438
Income Before Income Taxes	63,335			47,348			110,759			83,483
Income Tax Expense	18,352			12,639			31,730			22,954
Net Income	$	44,983		$	34,709		$	79,029		$	60,529

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 June 30,					Six months ended June 30,
	2013		2012			2013		2012
	(thousands of dollars)

Net Income	$	44,983	$	34,709		$	79,029	$	60,529
Other Comprehensive Income:
Net unrealized holding gains (losses) arising during the period, net of tax of $167, $(344), $925 and $530	259		(536		)	1,440		826
Unfunded pension liability adjustment, net of tax of $298, $170, $596 and $340	465		265			930		530
Total Comprehensive Income	$	45,707	$	34,438		$	81,399	$	61,885

The accompanying notes are an integral part of these statements.

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Idaho Power Company

Condensed Consolidated Balance Sheets

(unaudited)



	June 30, 2013			December 31, 2012
	(thousands of dollars)
Assets

Electric Plant:
In service (at original cost)	$	5,001,736		$	4,915,772
Accumulated provision for depreciation	(1,737,827		)	(1,703,159		)
In service - net	3,263,909			3,212,613
Construction work in progress	298,594			298,470
Held for future use	7,101			7,101
Electric plant - net	3,569,604			3,518,184
Investments and Other Property	123,514			128,145
Current Assets:
Cash and cash equivalents	132,152			17,251
Receivables:
Customer (net of allowance of $1,194 and $1,551, respectively)	69,130			66,111
Other (net of allowance of $152 and $322, respectively)	14,402			20,618
Income taxes receivable	—			2,559
Accrued unbilled revenues	86,877			51,448
Materials and supplies (at average cost)	52,347			51,037
Fuel stock (at average cost)	36,131			42,388
Prepayments	13,642			12,688
Deferred income taxes	20,400			48,774
Current regulatory assets	80,441			30,078
Other	2,767			4,950
Total current assets	508,289			347,902
Deferred Debits:
American Falls and Milner water rights	16,324			17,909
Company-owned life insurance	22,263			22,646
Regulatory assets	1,113,051			1,132,960
Other	45,330			47,965
Total deferred debits	1,196,968			1,221,480
Total	$	5,398,375		$	5,215,711

The accompanying notes are an integral part of these statements.

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Idaho Power Company

Condensed Consolidated Balance Sheets

(unaudited)



	June 30, 2013			December 31, 2012
	(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	712,258			712,258
Capital stock expense	(2,097		)	(2,097		)
Retained earnings	875,548			834,732
Accumulated other comprehensive loss	(14,746		)	(17,116		)
Total common stock equity	1,668,840			1,625,654
Long-term debt	1,615,128			1,466,632
Total capitalization	3,283,968			3,092,286
Current Liabilities:
Long-term debt due within one year	71,064			71,064
Accounts payable	75,944			89,651
Accounts payable to affiliates	1,445			252
Income taxes accrued	12,373			—
Interest accrued	23,534			22,311
Accrued compensation	30,842			42,282
Current regulatory liabilities	5,838			30,277
Other	33,003			23,813
Total current liabilities	254,043			279,650
Deferred Credits:
Deferred income taxes	1,014,316			1,001,877
Regulatory liabilities	360,299			355,362
Pension and other postretirement benefits	427,946			423,409
Other	57,803			63,127
Total deferred credits	1,860,364			1,843,775

Commitments and Contingencies

Total	$	5,398,375		$	5,215,711

The accompanying notes are an integral part of these statements.

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Idaho Power Company

Condensed Consolidated Statements of Cash Flows

(unaudited)



	Six months ended June 30,
	2013			2012
	(thousands of dollars)
Operating Activities:
Net income	$	79,029		$	60,529
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	65,675			62,626
Deferred income taxes and investment tax credits	17,817			42,005
Changes in regulatory assets and liabilities	(24,727		)	13,805
Pension and postretirement benefit plan expense	14,657			15,204
Contributions to pension and postretirement benefit plans	(12,376		)	(36,816		)
Earnings of unconsolidated equity-method investments	(2,256		)	(4,027		)
Distributions from unconsolidated equity-method investments	7,214			4,200
Allowance for equity funds used during construction	(7,143		)	(15,449		)
Other non-cash adjustments to net income, net	(562		)	1,411
Change in:
Accounts receivable	(238		)	1,850
Accounts payable	(12,041		)	(6,516		)
Taxes accrued/receivable	17,462			(18,586		)
Other current assets	(30,045		)	(29,035		)
Other current liabilities	6,501			(3,769		)
Other assets	(582		)	(2,342		)
Other liabilities	(6,179		)	(5,598		)
Net cash provided by operating activities	112,206			79,492
Investing Activities:
Additions to utility plant	(109,059		)	(123,091		)
Proceeds from the sale of emission allowances and RECs	480			1,896
Other	2,372			(1,136		)
Net cash used in investing activities	(106,207		)	(122,331		)
Financing Activities:
Issuance of long-term debt	150,000			150,000
Retirement of long-term debt	(1,064		)	(101,064		)
Dividends on common stock	(38,213		)	(33,112		)
Net change in short term borrowings	—			10,000
Capital contribution from parent	—			7,500
Other	(1,821		)	(3,574		)
Net cash provided by financing activities	108,902			29,750
Net increase (decrease) in cash and cash equivalents	114,901			(13,089		)
Cash and cash equivalents at beginning of the period	17,251			19,316
Cash and cash equivalents at end of the period	$	132,152		$	6,227
Supplemental Disclosure of Cash Flow Information:
Cash (received) paid during the period for:
Income taxes	$	(1,840	)	$	2,456
Interest (net of amount capitalized)	$	37,410		$	32,993
Non-cash investing activities:
Additions to property, plant and equipment in accounts payable	$	12,348		$	24,957

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 wholly-owned 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 Services Co. (IESCo), which is the former limited partner of, and current successor by merger to, IDACORP Energy L.P., a marketer of energy commodities that wound down operations in 2003.

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 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 June 30, 2013, consolidated results of operations for the three and six months ended June 30, 2013 and 2012, and consolidated cash flows for the six months ended June 30, 2013 and 2012. 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, 2012. 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.

Management Estimates

Management makes estimates and assumptions when preparing financial statements in conformity with generally accepted accounting principles. These estimates and assumptions include those related to rate regulation, retirement benefits, contingencies, litigation, asset impairment, income taxes, unbilled revenues, and bad debt. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. These estimates involve judgments with respect to, among other things, future economic factors that are difficult to predict and are beyond management's control. Actual results could differ from those estimates.

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Reclassifications

Certain prior year amounts on the IDACORP condensed consolidated statements of income have been reclassified to conform to the current year presentation. In the current year, the allowance for equity funds used during construction has been classified to a separate line item. Previously, such amounts had been classified within the line item captioned "Other Income, Net." In addition, the components of the line item "Other interest, net of AFUDC" have been expanded to present a separate line item for the portion attributable to the allowance for borrowed funds used during construction. Previously reported net income, cash flows, and shareholders' equity were not affected by these reclassifications. Also, prior year amounts related to prepayments and related to proceeds from sales of emission allowances and renewable energy certificates on the IDACORP and Idaho Power condensed consolidated statements of cash flows have been reclassified to conform to the current year presentation.

IDACORP management identified certain operating expenses, primarily consisting of Senior Management Security Plan expense, totaling $2.3 million and $4.8 million in the three and six months ended June 30, 2012, respectively, which had been erroneously reported as a reduction to "Other Income, net" in the previously issued IDACORP condensed consolidated statements of income rather than as a reduction to "Other" operating expenses. Accordingly, such classification has been corrected in the accompanying condensed consolidated statements of income for the three and six months ended June 30, 2012, by including these costs within "Other" operating expenses. Such items had no effect on the previously issued condensed consolidated financial statements of Idaho Power and the previously issued condensed consolidated balance sheet, statements of cash flows, comprehensive income, or equity of IDACORP.

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.

IDACORP's effective tax rate for the six months ended June 30, 2013, was 25.5 percent, compared to 23.9 percent for the six months ended June 30, 2012. Idaho Power's effective tax rate for the six months ended June 30, 2013, was 28.6 percent, compared to 27.5 percent for the six months ended June 30, 2012. The increase in the 2013 estimated annual effective tax rates from 2012 was primarily due to additional income tax expense from greater pre-tax earnings at Idaho Power. Net regulatory flow-through tax adjustments at Idaho Power for the six months ended June 30, 2013 were comparable to the same period in 2012.

3. REGULATORY MATTERS

Recent and Pending Regulatory Matters

Included below is a summary of recently concluded or pending regulatory matters and proceedings, including notable proceedings that had an impact on the comparability of rates and revenues during the first six months of 2013 compared to the first six months of 2012, and that may continue to have an impact on future results.

Idaho and Oregon General Rate Cases and Base Rate Adjustments

On June 1, 2011, Idaho Power filed a general rate case with the Idaho Public Utilities Commission (IPUC). On December 30, 2011, the IPUC issued an order approving a settlement stipulation in the general rate case that provided 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, with new rates effective January 1, 2012. Neither the order nor the settlement stipulation specified an authorized rate of return on equity.

On July 29, 2011, Idaho Power filed a general rate case and proposed rate schedules with the Oregon Public Utility Commission (OPUC). Idaho Power, the OPUC Staff, and other interested parties executed and filed a partial settlement stipulation on February 1, 2012, resolving most matters in the general rate case. The settlement stipulation provided for a $1.8

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million base rate increase, a return on equity of 9.9 percent, and an overall rate of return of 7.757 percent in the Oregon jurisdiction. On February 23, 2012, the OPUC issued an order adopting the settlement stipulation, with new rates effective March 1, 2012.

On June 29, 2012, the IPUC issued an order approving a $58.1 million increase in annual Idaho-jurisdiction base rates, effective July 1, 2012, for inclusion of the investment and associated costs of the Langley Gulch natural gas-fired power plant in rates. The order also provided for a $335.9 million increase in Idaho 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, for inclusion of the investment and associated costs of the plant in Oregon rates.

Settlement Stipulation — Investment Tax Credits and Idaho Sharing Mechanism

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-jurisdiction return on year-end equity (Idaho ROE) for 2012, 2013, or 2014 is less than 9.5 percent, then Idaho Power may amortize additional accumulated deferred investment tax credits (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;

•

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 power cost adjustment (PCA); 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 75 percent to Idaho Power's Idaho customers as a reduction to the pension regulatory asset and 25 percent to Idaho Power.

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.

Revenue Sharing Under January 2010 and December 2011 Idaho 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 regulatory settlement agreements authorized in January 2010 and December 2011. Idaho Power's revenue-sharing arrangements had two components: (1) a PCA mechanism component, which reduced net rates by $27.1 million effective June 1, 2012 through May 31, 2013, and (2) a pension 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.

Idaho Power's 2012 Idaho ROE exceeded 10.5 percent, triggering the sharing mechanism of the December 2011 settlement stipulation for 2012. For 2012, Idaho Power recorded a $7.2 million provision against revenues, to be refunded to Idaho customers through the Idaho PCA mechanism during the 2013-2014 PCA collection period, and an additional $14.6 million of pension expense, to benefit Idaho customers by reducing the amount of deferred pension expense that will be collected from customers in the future.

Based on Idaho Power's June 30, 2013 estimate that full-year 2013 Idaho ROE will exceed 10.0 percent, Idaho Power recorded in the second quarter of 2013 a $2.8 million provision for sharing with customers pursuant to the terms of the December 2011 settlement stipulation.

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Annual Idaho PCA Mechanism Filing

Idaho Power has 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. The PCA tracks Idaho Power’s actual net power supply costs (primarily fuel and purchased power less off-system sales) and compares these amounts to net power supply costs currently being recovered in retail rates. In the Idaho jurisdiction, the annual PCA adjustments are based on (a) a forecast component, which is 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, 2013, the IPUC issued an order authorizing Idaho Power's April 15, 2013 application seeking a $140.4 million increase in PCA rates (net of 2012 revenue sharing), effective for the 2013-2014 PCA collection period from June 1, 2013 to May 31, 2014. Previously, in May 2012, the IPUC issued an order approving Idaho Power's April 2012 application requesting a $43.0 million increase to Idaho PCA rates, effective for the period from June 1, 2012 to May 31, 2013. That PCA rate increase was offset by $27.1 million to be shared with customers pursuant to the revenue sharing orders described above, resulting in a net PCA rate increase of $15.9 million.

Annual Idaho Fixed Cost Adjustment Filing

The fixed cost adjustment (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 previous year. On May 22, 2013, the IPUC approved Idaho Power's March 15, 2013 application requesting a decrease in FCA rates from $10.3 million to $8.9 million, effective for the period from June 1, 2013 to May 31, 2014.

Annual Idaho Demand-Side Management Prudence and Cost Recovery Filings

On April 3, 2013, Idaho Power filed an application with the IPUC requesting an order finding Idaho Power's 2012 expenditures of $25.9 million in energy efficiency rider funds, $6.0 million in custom efficiency program incentives in a regulatory asset account, and $14.5 million of demand response program incentives included in the 2013 PCA, as prudently incurred demand-side management program expenses. A determination and order from the IPUC remains pending.

Separately, on April 15, 2013, Idaho Power filed an application with the IPUC for an accounting order authorizing transfer of the regulatory asset account associated with custom efficiency program expenditures for collection through the Idaho energy efficiency rider mechanism, effective June 1, 2013, for expenditures incurred during 2011 and thereafter. On June 12, 2013, the IPUC issued an order authorizing Idaho Power to recover custom efficiency program incentive payments, including the then-current regulatory account balance of $14.3 million, as well as subsequent custom efficiency program incentive payments, through the Idaho energy efficiency rider mechanism. As a result of the order, Idaho Power recognized the balance as other revenue and energy efficiency program expenses.

Filing for Certificate of Public Convenience and Necessity for Jim Bridger Plant Upgrades

On June 28, 2013, Idaho Power filed an application with the IPUC requesting that the IPUC issue a Certificate of Public Convenience and Necessity (CPCN) related to selective catalytic reduction (SCR) investments planned for Jim Bridger coal-fired plant units 3 and 4. Idaho Power's CPCN application requests that the IPUC provide Idaho Power with authorization and a binding commitment to provide rate base treatment for Idaho Power's share of the SCR investment in the amount of approximately $130 million (including AFUDC). Filing of the CPCN is intended to allow the IPUC to review the prudence of the investment in SCR, and thus its ratemaking treatment, prior to Idaho Power's incurring the bulk of the associated expenses. A determination and order from the IPUC is pending.

4. LONG-TERM DEBT

On April 8, 2013, Idaho Power issued $75 million in principal amount of 2.50% first mortgage bonds, medium-term notes, Series I, maturing on April 1, 2023, and $75 million in principal amount of 4.00% first mortgage bonds, medium-term notes, Series I, maturing on April 1, 2043. Idaho Power intends to use a portion of the net proceeds of the April 2013 sale of first mortgage bonds to satisfy its obligations upon maturity of $70 million in principal amount of 4.25% first mortgage bonds due

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in October 2013. Issuance of the Series I medium-term notes in April 2013, combined with the issuance of $200 million in principal amount of medium-term notes in August 2010 and $150 million in principal amount of medium-term notes in April 2012, utilized in full the available amount under a registration statement Idaho Power filed with the U.S. Securities and Exchange Commission (SEC) in May 2010 and under a selling agency agreement executed with ten banks in June 2010.

In February 2013 Idaho Power filed applications with the IPUC, OPUC, and Wyoming Public Service Commission (WPSC) seeking authorization to issue and sell from time to time up to $500 million in aggregate principal amount of debt securities and first mortgage bonds. In April 2013, Idaho Power received orders from the IPUC, OPUC, and WPSC authorizing such issuance and sales, subject to conditions specified in the orders. The order from the IPUC approved the issuance of the securities through April 9, 2015, subject to extension upon request to the IPUC. The OPUC’s and WPSC’s orders do not impose a time limitation for issuances, but the OPUC order does impose a number of other conditions, including a maximum interest rate limit of 7 percent.

On May 22, 2013, IDACORP and Idaho Power filed a joint shelf registration statement with the SEC, which became effective upon filing, for the offer and sale of, in the case of IDACORP, an unspecified amount of shares of common stock and unspecified principal amount of debt securities, and in the case of Idaho Power, an unspecified principal amount of its first mortgage bonds and debt securities. On July 12, 2013, Idaho Power entered into a Selling Agency Agreement with eight 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, secured medium term notes, Series J (Series J Notes), under Idaho Power’s Indenture of Mortgage and Deed of Trust, dated as of October 1, 1937, as amended and supplemented (Indenture). Also on July 12, 2013, Idaho Power entered into the Forty-seventh Supplemental Indenture, dated as of July 1, 2013, to the Indenture. The Forty-seventh Supplemental Indenture provides for, among other items, the issuance of up to $500 million in aggregate principal amount of Series J Notes pursuant to the Indenture. As of August 1, 2013, Idaho Power had not sold any first mortgage bonds, including Series J Notes, or debt securities under the Selling Agency Agreement.

5. NOTES PAYABLE

Credit Facilities

IDACORP and Idaho Power have in place credit facilities that 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 facilities 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 credit 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 credit facilities to October 26, 2017. No other terms of the credit facilities, including the amount of permitted borrowings under the credit agreements, were affected by the extension.

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At June 30, 2013, no loans were outstanding under either IDACORP's or Idaho Power's facilities. At June 30, 2013, Idaho Power had regulatory authority to incur up to $450 million in 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 June 30, 2013 and December 31, 2012:



	June 30, 2013									December 31, 2012
	Idaho Power			IDACORP			Total			Idaho Power			IDACORP			Total
Commercial paper outstanding	$	—		$	61,900		$	61,900		$	—		$	69,700		$	69,700
Weighted-average annual interest rate	—		%	0.37		%	0.37		%	—		%	0.50		%	0.50		%

6. COMMON STOCK

IDACORP Common Stock

During the six months ended June 30, 2013, IDACORP issued 74,977 shares of common stock pursuant to the 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. On May 22, 2013, IDACORP filed with the SEC a shelf registration statement, which became effective upon filing, for the offer and sale of an unspecified amount of shares of common stock and unspecified principal amount of debt securities. On July 12, 2013, IDACORP entered into a Sales Agency Agreement with BNY Mellon Capital Markets, LLC (BNYMCM) under which IDACORP may offer and sell pursuant to the registration statement up to 3 million shares of its common stock from time to time in at-the-market offerings through BNYMCM as IDACORP's agent. IDACORP has no obligation to issue any minimum number of shares under the Sales Agency Agreement. The Sales Agency Agreement replaces a similar sales agency agreement, dated December 16, 2011, between IDACORP and BNYMCM, that provided for the sale of up to 3 million shares of IDACORP common stock. IDACORP did not sell any shares of its common stock under the December 2011 sales agency agreement. As of the date of this report, no shares of IDACORP common stock have been issued under the Sales Agency Agreement. Accordingly, 3 million shares remain available to be sold under the Sales Agency Agreement.

Restrictions on Dividends

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. A covenant under 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 percent at the end of each fiscal quarter. At June 30, 2013, the leverage ratios for IDACORP and Idaho Power were 49 percent and 50 percent, respectively. Based on these restrictions, IDACORP’s and Idaho Power’s dividends were limited to $859 million and $757 million, respectively, at June 30, 2013. There are additional facility covenants, subject to exceptions, that prohibit or restrict the sale or disposition of property without consent and any agreements restricting dividend payments to the company from any material subsidiary. At June 30, 2013, IDACORP and Idaho Power were in compliance with those covenants.

Idaho Power’s Revised Policy and Code of Conduct relating to transactions between and among Idaho Power, IDACORP, and other affiliates, which was approved by the IPUC in April 2008, provides 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 June 30, 2013, Idaho Power's common equity capital was 50 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. As of the date of this report, Idaho Power has no preferred stock outstanding.

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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 for the three and six months ended June 30, 2013 and 2012 (in thousands, except for per share amounts).



	Three months ended June 30,				Six months ended June 30,
	2013		2012		2013		2012
Numerator:
Net income attributable to IDACORP, Inc.	$	45,513	$	35,301	$	79,046	$	60,230
Denominator:
Weighted-average common shares outstanding - basic	50,056		49,927		50,047		49,893
Effect of dilutive securities:
Options	2		5		3		5
Restricted stock	50		52		36		46
Weighted-average common shares outstanding - diluted	50,108		49,984		50,086		49,944
Basic earnings per share	$	0.91	$	0.71	$	1.58	$	1.21
Diluted earnings per share	$	0.91	$	0.71	$	1.58	$	1.21

8. COMMITMENTS

Purchase Obligations

IDACORP's and Idaho Power's purchase obligations did not change materially, outside of the ordinary course of business, during the six months ended June 30, 2013, except for the impact of the termination of four power purchase agreements resulting from either uncured breach by the respective counterparties or pursuant to IPUC-approved settlement arrangements between the parties. Termination of the contracts reduced Idaho Power's contractual payment obligations by approximately $322 million over the 15-year to 20-year lives of the contracts.

Guarantees

Idaho Power has agreed to guarantee a portion of the performance of reclamation activities and obligations at BCC, of which IERCo owns a one-third interest. This guarantee, which is renewed annually, was $74 million at June 30, 2013, representing IERCo's one-third share of BCC's total reclamation obligation. BCC has a reclamation trust fund set aside specifically for the purpose of paying these reclamation costs. At June 30, 2013, the value of the reclamation trust fund was $66 million. During the six months ended June 30, 2013, the reclamation trust fund distributed approximately $15 million for reclamation activity costs associated with the BCC surface mine. BCC periodically assesses the adequacy of the reclamation trust fund and its estimate of future reclamation costs. To ensure that the reclamation trust fund maintains adequate reserves, BCC has the ability to add a per-ton surcharge to coal sales, all of which are made to the Jim Bridger plant. Starting in 2010, BCC began applying a nominal surcharge to coal sales in order to maintain adequate reserves in the reclamation trust fund. Because of the existence of the fund and the ability to apply a per-ton surcharge, the estimated fair value of this guarantee is minimal.

IDACORP and Idaho Power enter into financial agreements and power purchase and sale agreements that include indemnification provisions relating to various forms of claims or liabilities that may arise from the transactions contemplated by these agreements. Generally, a maximum obligation is not explicitly stated in the indemnification provisions and, therefore, the overall maximum amount of the obligation under such indemnification provisions cannot be reasonably estimated. IDACORP and Idaho Power periodically evaluate the likelihood of incurring costs under such indemnities based on their historical experience and the evaluation of the specific indemnities. As of June 30, 2013, management believes the likelihood is remote that IDACORP or Idaho Power would be required to perform under such indemnification provisions or otherwise incur any significant losses with respect to such indemnification obligations. Neither IDACORP nor Idaho Power has recorded any liability on their respective condensed consolidated balance sheets with respect to these indemnification obligations.

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9. CONTINGENCIES

IDACORP and Idaho Power have in the past and expect in the future to become involved in various claims, controversies, disputes, and other contingent matters, including the items described in this Note 9. Some of these claims, controversies, disputes, and other contingent matters involve litigation and regulatory or other contested proceedings. The ultimate resolution and outcome of litigation and regulatory proceedings is inherently difficult to determine, particularly where (a) the remedies or penalties sought are indeterminate, (b) the proceedings are in the early stages or the substantive issues have not been well developed, or (c) the matters involve complex or novel legal theories or a large number of parties. In accordance with applicable accounting guidance, IDACORP and Idaho Power, as applicable, establish an accrual for legal proceedings when those matters proceed to a stage where they present loss contingencies that are both probable and reasonably estimable. In such cases, there may be a possible exposure to loss in excess of any amounts accrued. IDACORP and Idaho Power monitor those matters for developments that could affect the likelihood of a loss and the accrued amount, if any, and adjust the amount as appropriate. If the loss contingency at issue is not both probable and reasonably estimable, IDACORP and Idaho Power do not establish an accrual and the matter will continue to be monitored for any developments that would make the loss contingency both probable and reasonably estimable. As of the date of this report, IDACORP's and Idaho Power's accruals for loss contingencies are not material to their financial statements as a whole; however, future accruals could be material in a given period. IDACORP's and Idaho Power's determination is based on currently available information, and estimates presented in financial statements and other financial disclosures involve significant judgment and may be subject to significant uncertainty. As available information changes, the matters for which IDACORP and Idaho Power are able to estimate the loss may change, and the estimates themselves may change. For matters that affect Idaho Power’s operations, Idaho Power intends to seek, to the extent permissible and appropriate, recovery through the ratemaking process of costs incurred.

Western Energy Proceedings

High prices for electricity, energy shortages, and blackouts in California and in western wholesale markets during 2000 and 2001 caused numerous purchasers of electricity in those markets to initiate proceedings seeking refunds or other forms of relief and the FERC to initiate its own investigations. Some of these proceedings remain pending before the FERC or are on appeal to the United States Court of Appeals for the Ninth Circuit. Idaho Power and IESCo (as successor to IDACORP Energy L.P.) believe that settlement releases they have obtained will restrict potential claims that might result from the disposition of pending proceedings and predict that these matters will not have a material adverse effect on IDACORP's or Idaho Power's results of operations or financial condition. However, the settlements and associated FERC orders have not fully eliminated the potential for so-called "ripple claims" which involve potential claims for refunds from an upstream seller of power based on a finding that its downstream buyer was liable for refunds as a seller of power during the relevant period. The FERC characterized these ripple claims as "speculative." Recently, the FERC refused to dismiss Idaho Power and IESCo from the proceedings in the Pacific Northwest and refused to approve a portion of a settlement that provided for waivers of all claims in those proceedings, despite only limited objections from two market participants. Idaho Power and IESCo petitioned the D.C. Circuit for review of the FERC's decision refusing to approve the waiver provision of the settlement, on the basis that the FERC failed to apply its established precedents and rules. The petition for review was transferred to the Ninth Circuit Court of Appeals in June 2013.

Based on its evaluation of the merits of ripple claims and the inability to estimate any potential exposure should the claims ultimately have any merit, Idaho Power and IESCo have no amount accrued relating to the proceedings. To the extent the availability of any ripple claims materializes, Idaho Power and IESCo will continue to vigorously defend their positions in the proceedings.

Water Rights - Snake River Basin Adjudication

Idaho Power holds water rights, acquired under applicable state law, for its hydroelectric projects. In addition, Idaho Power holds water rights for domestic, irrigation, commercial, and other necessary purposes related to project lands and other holdings within the states of Idaho and Oregon. Idaho Power's water rights for power generation are, to varying degrees, subordinated to future upstream appropriations for irrigation and other authorized consumptive uses. Over time, increased irrigation development and other consumptive uses within the Snake River watershed led to a reduction in flows of the Snake River. In the late 1970s and early 1980s these reduced flows resulted in a conflict between the exercise of Idaho Power's water rights at certain hydroelectric projects on the Snake River and upstream consumptive diversions. The Swan Falls Agreement, signed by Idaho Power and the State of Idaho on October 25, 1984, resolved the conflict and provided a level of protection for Idaho Power's hydropower water rights at specified projects on the Snake River through the establishment of minimum stream flows and an administrative process governing future development of water rights that may affect those minimum stream flows. In 1987, Congress enacted legislation directing the FERC to issue an order approving the Swan Falls settlement together with a

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finding that the agreement was neither inconsistent with the terms and conditions of Idaho Power's project licenses nor the Federal Power Act. The FERC entered an order implementing the legislation in March 1988.

The Swan Falls Agreement provided that the resolution and recognition of Idaho Power's water rights together with the State Water Plan provided a sound comprehensive plan for management of the Snake River watershed. The Swan Falls Agreement also recognized, however, that in order to effectively manage the waters of the Snake River basin, a general adjudication to determine the nature, extent, and priority of the rights of all water uses in the basin was necessary. Consistent with that recognition, in 1987 the State of Idaho initiated the Snake River Basin Adjudication (SRBA), and pursuant to the commencement order issued by the SRBA court that same year, all claimants to water rights within the basin were required to file water rights claims in the SRBA. Idaho Power has filed claims to its water rights and has been actively participating in the SRBA since its commencement. Questions concerning the effect of the Swan Falls Agreement on Idaho Power's water rights claims, including the nature and extent of the subordination of Idaho Power's rights to upstream uses, resulted in the filing of litigation in the SRBA in 2007 between Idaho Power and the State of Idaho. This litigation was resolved by the Framework Reaffirming the Swan Falls Settlement (Framework) signed by Idaho Power and the State of Idaho on March 25, 2009. In that Framework, the parties acknowledged that the effective management of Idaho's water resources remains critical to the public interest of the State of Idaho by sustaining economic growth, maintaining reasonable electric rates, protecting and preserving existing water rights, and protecting water quality and environmental values. The Framework further provided that the State of Idaho and Idaho Power would cooperate in exploring approaches to resolve issues of mutual concern relating to the management of Idaho's water resources. Idaho Power continues to work with the State of Idaho and other interested parties on these issues.

One such issue involves the management of the Eastern Snake Plain Aquifer (ESPA), a large underground aquifer in southeastern Idaho that is hydrologically connected to the Snake River. House Concurrent Resolution No. 28, adopted by the Idaho Legislature in 2007, directed the Idaho Water Resource Board to pursue the development of a comprehensive management plan for the ESPA, to include measures that would enhance aquifer levels, springs, and river flows on the eastern Snake River plain to the benefit of both agricultural development and hydropower generation. In May of 2007, the Idaho Water Resource Board appointed an advisory committee, charged with the responsibility of developing a management plan for the ESPA. Idaho Power was a member of that committee. In January 2009, the Idaho Water Resource Board, based on the committee's recommendations, adopted a Comprehensive Aquifer Management Plan (CAMP) for the ESPA. The Idaho Legislature approved the CAMP that same year. Idaho Power is a member of the CAMP Implementation Committee and continues to work with the Idaho Water Resource Board, other stakeholders, and the Idaho Legislature in exploring opportunities for implementation of the CAMP management plan.

Idaho Power also continues its active participation in the SRBA in seeking to ensure that its water rights are protected and that the operation of its hydroelectric projects is not adversely impacted. While Idaho Power cannot predict the outcome, as of the date of this report Idaho Power does not anticipate any material modification of its water rights as a result of the SRBA process.

Other Proceedings

IDACORP and Idaho Power are parties to legal claims and legal and regulatory actions and proceedings in the ordinary course of business that are in addition to those discussed above and, as noted above, records an accrual for associated loss contingencies when they are probable and reasonably estimable. As of the date of this report the companies believe that resolution of those matters will not have a material adverse effect on their respective consolidated financial statements. Idaho Power is also actively monitoring various pending environmental regulations that may have a significant impact on its future operations. Given uncertainties regarding the outcome, timing, and compliance plans for these environmental matters, Idaho Power is unable to estimate the financial impact of these regulations but does believe that future capital investment for infrastructure and modifications to its electric generating facilities to comply with these regulations could be significant.

10. BENEFIT PLANS

Idaho Power has a noncontributory defined benefit pension plan covering most employees. The benefits under the plan are based on years of service and the employee’s final average earnings. In addition, Idaho Power has nonqualified defined benefit plans for certain senior management employees called the Senior Management Security Plan I and II (SMSP). Idaho Power also maintains a defined benefit postretirement plan (consisting of health care and death benefits) that is available to all employees who were enrolled in the active group plan at the time of retirement as well as their spouses and qualifying dependents. Idaho Power also has an Employee Savings Plan that complies with Section 401(k) of the Internal Revenue Code and covers substantially all employees. Idaho Power matches specified percentages of employee contributions to the Employee Savings Plan.

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The table below shows the components of net periodic benefit costs for the pension, SMSP, and postretirement benefits plans for the three months ended June 30, 2013 and 2012 (in thousands of dollars).



	Pension Plan						SMSP				Postretirement Benefits
	2013			2012			2013		2012		2013			2012
Service cost	$	7,866		$	6,345		$	545	$	538	$	245		$	295
Interest cost	7,979			7,853			814		804		573			749
Expected return on plan assets	(9,065		)	(8,155		)	—		—		(569		)	(513		)
Amortization of transition obligation	—			—			—		—		—			510
Amortization of prior service cost	87			86			53		54		(90		)	(106		)
Amortization of net loss (gain)	4,307			3,594			710		382		(120		)	49
Net periodic benefit cost	11,174			9,723			2,122		1,778		39			984
Costs not recognized due to the effects of regulation ⁽¹⁾	(6,351		)	(4,954		)	—		—		—			—
Net periodic benefit cost recognized for financial reporting⁽¹⁾	$	4,823		$	4,769		$	2,122	$	1,778	$	39		$	984

⁽¹⁾ Net periodic benefit costs for the pension plan are recognized for financial reporting based upon the authorization of each regulatory jurisdiction in which Idaho Power operates. Under IPUC order, income statement recognition of pension plan costs is deferred until costs are recovered through rates.

The table below shows the components of net periodic benefit costs for the pension, SMSP, and postretirement benefits plans for the six months ended June 30, 2013 and 2012 (in thousands of dollars).



	Pension Plan						SMSP				Postretirement Benefits
	2013			2012			2013		2012		2013			2012
Service cost	$	15,678		$	12,786		$	1,090	$	1,076	$	658		$	646
Interest cost	15,915			15,745			1,628		1,609		1,316			1,567
Expected return on plan assets	(17,763		)	(15,867		)	—		—		(1,164		)	(1,117		)
Amortization of transition obligation	—			—			—		—		—			1,020
Amortization of prior service cost	174			173			106		107		(115		)	(211		)
Amortization of net loss	8,559			7,057			1,420		764		49			192
Net periodic benefit cost	22,563			19,894			4,244		3,556		744			2,097
Costs not recognized due to the effects of regulation ⁽¹⁾	(12,894		)	(10,343		)	—		—		—			—
Net periodic benefit cost recognized for financial reporting⁽¹⁾	$	9,669		$	9,551		$