Edgar Filing: IDACORP INC

IDA 6.30.14 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, 2014
	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 25, 2014:

IDACORP, Inc.: 50,268,748

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		33
	Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			35
	Item 3. Quantitative and Qualitative Disclosures About Market Risk			58
	Item 4. Controls and Procedures			59

Part II. Other Information:

	Item 1. Legal Proceedings			59
	Item 1A. Risk Factors			59
	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			59
	Item 3. Defaults Upon Senior Securities			60
	Item 4. Mine Safety Disclosures			60
	Item 5. Other Information			60
	Item 6. Exhibits			60

Signatures				61

Exhibit Index				62

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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
BLM	-	U.S. Bureau of Land Management
CAA	-	Clean Air Act
CO₂	-	Carbon Dioxide
CSPP	-	Cogeneration and Small Power Production
CWA	-	Clean Water Act
EIS	-	Environmental Impact Statement
EPA	-	U.S. Environmental Protection Agency
FCA	-	Fixed Cost Adjustment
FERC	-	Federal Energy Regulatory Commission
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	-	Public Utility Commission of Oregon
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
SMSP	-	Security Plan for Senior Management Employees
SO₂	-	Sulfur Dioxide
SRBA	-	Snake River Basin Adjudication
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," "may allow," "continues," 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, 2013, particularly Part I, Item 1A - “Risk Factors” and Part II, Item 7 - “Management’s Discussion and Analysis of Financial Condition and Results of Operations" of that report, subsequent reports filed by IDACORP and Idaho Power with the Securities and Exchange Commission, and the following important factors:


•	the effect of decisions by the Idaho and Oregon public utilities commissions, the Federal Energy Regulatory Commission, and other regulators that impact 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 demand-side management programs, and their associated impacts 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 of receivables;


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


•	advancement of technologies that reduce loads or reduce the need for Idaho Power's generation of electric power;


•	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;


•	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, 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 credit and contractual arrangements;


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


•	the ability to purchase fuel and power 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 buy and sell power, transmission capacity, and fuel in the markets;


•	the ability to enter into financial and physical commodity hedges with creditworthy counterparties to manage price and commodity risk, and the failure of any such risk management and hedging strategies to work as intended;


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


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

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


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


•	the ability to continue to pay dividends based on financial performance, and in light of contractual covenants and restrictions and regulatory limitations;


•	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 and retirements, 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 fines 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, and regulatory proceedings, 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;


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


•	adoption of or changes in accounting policies and principles, changes in accounting estimates, and new 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 June 30,						Six months ended June 30,
	2014			2013			2014			2013
	(thousands of dollars except for per share amounts)
Operating Revenues:
Electric utility:
General business	$	282,147		$	264,432		$	526,979		$	496,651
Off-system sales	11,731			4,527			40,941			20,428
Other revenues	22,777			33,897			41,055			50,146
Total electric utility revenues	316,655			302,856			608,975			567,225
Other	1,128			1,092			1,527			1,652
Total operating revenues	317,783			303,948			610,502			568,877
Operating Expenses:
Electric utility:
Purchased power	62,437			49,151			106,233			92,008
Fuel expense	34,443			41,878			89,771			91,044
Power cost adjustment	9,141			(13,299		)	24,164			(28,009		)
Other operations and maintenance	87,452			83,154			167,973			162,939
Energy efficiency programs	7,620			19,732			12,344			24,202
Depreciation	32,952			32,232			65,827			64,142
Taxes other than income taxes	8,241			8,054			16,345			16,226
Total electric utility expenses	242,286			220,902			482,657			422,552
Other	3,688			3,640			7,458			7,485
Total operating expenses	245,974			224,542			490,115			430,037
Operating Income	71,809			79,406			120,387			138,840
Allowance for Equity Funds Used During Construction	4,459			3,528			8,538			7,143
Earnings of Unconsolidated Equity-Method Investments	1,510			442			2,493			3,141
Other Income, Net	1,252			1,588			3,540			2,414
Interest Expense:
Interest on long-term debt	20,141			20,793			40,282			40,462
Other interest	1,946			1,732			3,805			3,484
Allowance for borrowed funds used during construction	(2,145		)	(1,876		)	(4,109		)	(3,807		)
Total interest expense, net	19,942			20,649			39,978			40,139
Income Before Income Taxes	59,088			64,315			94,980			111,399
Income Tax Expense	14,391			17,676			23,098			29,719
Net Income	44,697			46,639			71,882			81,680
Adjustment for (income) loss attributable to noncontrolling interests	(157		)	(137		)	62			16
Net Income Attributable to IDACORP, Inc.	$	44,540		$	46,502		$	71,944		$	81,696
Weighted Average Common Shares Outstanding - Basic (000’s)	50,133			50,056			50,133			50,047
Weighted Average Common Shares Outstanding - Diluted (000’s)	50,156			50,108			50,166			50,086
Earnings Per Share of Common Stock:
Earnings Attributable to IDACORP, Inc. - Basic	$	0.89		$	0.93		$	1.44		$	1.63
Earnings Attributable to IDACORP, Inc. - Diluted	$	0.89		$	0.93		$	1.43		$	1.63
Dividends Declared Per Share of Common Stock	$	0.43		$	0.38		$	0.86		$	0.76

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,
	2014			2013			2014		2013
	(thousands of dollars)

Net Income	$	44,697		$	46,639		$	71,882	$	81,680
Other Comprehensive Income:
Net unrealized holding gains arising during the period, net of tax of $0, $167, $0 and $925	—			259			—		1,440
Unfunded pension liability adjustment, net of tax of $277, $298, $555 and $596	432			465			864		930
Total Comprehensive Income	45,129			47,363			72,746		84,050
Comprehensive (income) loss attributable to noncontrolling interests	(157		)	(137		)	62		16
Comprehensive Income Attributable to IDACORP, Inc.	$	44,972		$	47,226		$	72,808	$	84,066

The accompanying notes are an integral part of these statements.

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IDACORP, Inc.

Condensed Consolidated Balance Sheets

(unaudited)



	June 30, 2014			December 31, 2013
	(thousands of dollars)
Assets

Current Assets:
Cash and cash equivalents	$	50,621		$	78,162
Receivables:
Customer (net of allowance of $2,017 and $2,349, respectively)	98,000			97,873
Other (net of allowance of $155 and $153, respectively)	8,663			15,274
Taxes receivable	—			156
Accrued unbilled revenues	70,896			63,507
Materials and supplies (at average cost)	55,316			53,643
Fuel stock (at average cost)	44,029			41,546
Prepayments	17,722			15,338
Deferred income taxes	29,545			46,874
Current regulatory assets	69,953			61,837
Other	2,250			2,401
Total current assets	446,995			476,611
Investments	162,916			159,072
Property, Plant and Equipment:
Utility plant in service	5,149,226			5,080,402
Accumulated provision for depreciation	(1,804,567		)	(1,766,680		)
Utility plant in service - net	3,344,659			3,313,722
Construction work in progress	370,895			327,000
Utility plant held for future use	7,090			7,090
Other property, net of accumulated depreciation	17,423			17,229
Property, plant and equipment - net	3,740,067			3,665,041
Other Assets:
American Falls and Milner water rights	14,219			15,803
Company-owned life insurance	19,614			22,037
Regulatory assets	956,003			978,234
Long-term receivables (net of allowance of $885 and $885, respectively)	6,115			4,811
Other	43,940			42,954
Total other assets	1,039,891			1,063,839
Total	$	5,389,869		$	5,364,563

The accompanying notes are an integral part of these statements.

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IDACORP, Inc.

Condensed Consolidated Balance Sheets

(unaudited)



	June 30, 2014			December 31, 2013
	(thousands of dollars)
Liabilities and Equity

Current Liabilities:
Current maturities of long-term debt	$	1,064		$	1,064
Notes payable	37,200			54,750
Accounts payable	82,424			91,519
Taxes accrued	27,739			13,302
Interest accrued	22,693			22,764
Accrued compensation	32,989			38,510
Current regulatory liabilities	6,447			10,684
Other	25,702			17,779
Total current liabilities	236,258			250,372
Other Liabilities:
Deferred income taxes	980,139			969,593
Regulatory liabilities	376,820			375,873
Pension and other postretirement benefits	247,776			244,627
Other	48,656			54,100
Total other liabilities	1,653,391			1,644,193
Long-Term Debt	1,614,316			1,615,258
Commitments and Contingencies
Equity:
IDACORP, Inc. shareholders’ equity:
Common stock, no par value (shares authorized 120,000,000; 50,307,512 and 50,233,463 shares issued, respectively)	841,718			839,750
Retained earnings	1,056,133			1,027,461
Accumulated other comprehensive loss	(15,689		)	(16,553		)
Treasury stock (38,764 and 718 shares at cost, respectively)	(286		)	(8		)
Total IDACORP, Inc. shareholders’ equity	1,881,876			1,850,650
Noncontrolling interests	4,028			4,090
Total equity	1,885,904			1,854,740
Total	$	5,389,869		$	5,364,563

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,
	2014			2013
	(thousands of dollars)
Operating Activities:
Net income	$	71,882		$	81,680
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	67,857			66,025
Deferred income taxes and investment tax credits	4,933			17,747
Changes in regulatory assets and liabilities	29,513			(24,727		)
Pension and postretirement benefit plan expense	13,937			14,672
Contributions to pension and postretirement benefit plans	(8,837		)	(12,391		)
Earnings of unconsolidated equity-method investments	(2,493		)	(3,141		)
Distributions from unconsolidated equity-method investments	—			7,989
Allowance for equity funds used during construction	(8,538		)	(7,143		)
Other non-cash adjustments to net income, net	1,170			1,198
Change in:
Accounts receivable	6,258			1,466
Accounts payable and other accrued liabilities	(13,663		)	(12,204		)
Taxes accrued/receivable	15,561			13,646
Other current assets	(16,943		)	(30,061		)
Other current liabilities	7,710			6,552
Other assets	1,173			(582		)
Other liabilities	(6,213		)	(6,517		)
Net cash provided by operating activities	163,307			114,209
Investing Activities:
Additions to property, plant and equipment	(128,326		)	(109,059		)
Proceeds from the sale of emission allowances and RECs	2,615			480
Distributions from affordable housing investments	848			1,642
Investments in unconsolidated affiliates	(1,639		)	—
Other	(946		)	2,371
Net cash used in investing activities	(127,448		)	(104,566		)
Financing Activities:
Issuance of long-term debt	—			150,000
Retirement of long-term debt	(1,064		)	(1,064		)
Dividends on common stock	(43,419		)	(38,313		)
Net change in short-term borrowings	(17,550		)	(7,800		)
Issuance of common stock	160			255
Acquisition of treasury stock	(2,737		)	(2,124		)
Other	1,210			(969		)
Net cash (used in) provided by financing activities	(63,400		)	99,985
Net (decrease) increase in cash and cash equivalents	(27,541		)	109,628
Cash and cash equivalents at beginning of the period	78,162			26,527
Cash and cash equivalents at end of the period	$	50,621		$	136,155
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for:
Income taxes	$	4,686		$	60
Interest (net of amount capitalized)	$	38,739		$	37,610
Non-cash investing activities:
Additions to property, plant and equipment in accounts payable	$	21,395		$	12,348

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,
	2014			2013
	(thousands of dollars)
Common Stock
Balance at beginning of period	$	839,750		$	834,922
Issued	160			255
Other	1,808			1,383
Balance at end of period	841,718			836,560
Retained Earnings
Balance at beginning of period	1,027,461			923,981
Net income attributable to IDACORP, Inc.	71,944			81,696
Common stock dividends ($0.86 and $0.76 per share)	(43,272		)	(38,192		)
Balance at end of period	1,056,133			967,485
Accumulated Other Comprehensive (Loss) Income
Balance at beginning of period	(16,553		)	(17,116		)
Unrealized gain on securities (net of tax)	—			1,440
Unfunded pension liability adjustment (net of tax)	864			930
Balance at end of period	(15,689		)	(14,746		)
Treasury Stock
Balance at beginning of period	(8		)	(21		)
Issued	2,459			2,132
Acquired	(2,737		)	(2,124		)
Balance at end of period	(286		)	(13		)
Total IDACORP, Inc. shareholders’ equity at end of period	1,881,876			1,789,286
Noncontrolling Interests
Balance at beginning of period	4,090			4,213
Net loss attributable to noncontrolling interests	(62		)	(16		)
Balance at end of period	4,028			4,197
Total equity at end of period	$	1,885,904		$	1,793,483

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,
	2014			2013			2014			2013
	(thousands of dollars)
Operating Revenues:
General business	$	282,147		$	264,432		$	526,979		$	496,651
Off-system sales	11,731			4,527			40,941			20,428
Other revenues	22,777			33,897			41,055			50,146
Total operating revenues	316,655			302,856			608,975			567,225
Operating Expenses:
Operation:
Purchased power	62,437			49,151			106,233			92,008
Fuel expense	34,443			41,878			89,771			91,044
Power cost adjustment	9,141			(13,299		)	24,164			(28,009		)
Other operations and maintenance	87,452			83,154			167,973			162,939
Energy efficiency programs	7,620			19,732			12,344			24,202
Depreciation	32,952			32,232			65,827			64,142
Taxes other than income taxes	8,241			8,054			16,345			16,226
Total operating expenses	242,286			220,902			482,657			422,552
Income from Operations	74,369			81,954			126,318			144,673
Other Income (Expense):
Allowance for equity funds used during construction	4,459			3,528			8,538			7,143
Earnings (losses) of unconsolidated equity-method investments	721			(378		)	1,968			2,256
Other expense, net	(1,591		)	(1,215		)	(2,019		)	(3,374		)
Total other income	3,589			1,935			8,487			6,025
Interest Charges:
Interest on long-term debt	20,141			20,793			40,282			40,462
Other interest	1,890			1,637			3,688			3,284
Allowance for borrowed funds used during construction	(2,145		)	(1,876		)	(4,109		)	(3,807		)
Total interest charges	19,886			20,554			39,861			39,939
Income Before Income Taxes	58,072			63,335			94,944			110,759
Income Tax Expense	15,419			18,352			24,390			31,730
Net Income	$	42,653		$	44,983		$	70,554		$	79,029

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,
	2014		2013		2014		2013
	(thousands of dollars)

Net Income	$	42,653	$	44,983	$	70,554	$	79,029
Other Comprehensive Income:
Net unrealized holding gains arising during the period, net of tax of $0, $167, $0 and $925	—		259		—		1,440
Unfunded pension liability adjustment, net of tax of $277, $298, $555 and $596	432		465		864		930
Total Comprehensive Income	$	43,085	$	45,707	$	71,418	$	81,399

The accompanying notes are an integral part of these statements.

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Idaho Power Company

Condensed Consolidated Balance Sheets

(unaudited)



	June 30, 2014			December 31, 2013
	(thousands of dollars)
Assets

Electric Plant:
In service (at original cost)	$	5,149,226		$	5,080,402
Accumulated provision for depreciation	(1,804,567		)	(1,766,680		)
In service - net	3,344,659			3,313,722
Construction work in progress	370,895			327,000
Held for future use	7,090			7,090
Electric plant - net	3,722,644			3,647,812
Investments and Other Property	137,540			131,520
Current Assets:
Cash and cash equivalents	42,848			66,535
Receivables:
Customer (net of allowance of $2,017 and $2,349, respectively)	98,000			97,873
Other (net of allowance of $155 and $153, respectively)	8,378			14,290
Accrued unbilled revenues	70,896			63,507
Materials and supplies (at average cost)	55,316			53,643
Fuel stock (at average cost)	44,029			41,546
Prepayments	17,597			15,204
Deferred income taxes	—			12,386
Current regulatory assets	69,953			61,837
Other	2,250			2,401
Total current assets	409,267			429,222
Deferred Debits:
American Falls and Milner water rights	14,219			15,803
Company-owned life insurance	19,614			22,037
Regulatory assets	956,003			978,234
Other	44,147			41,783
Total deferred debits	1,033,983			1,057,857
Total	$	5,303,434		$	5,266,411

The accompanying notes are an integral part of these statements.

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Idaho Power Company

Condensed Consolidated Balance Sheets

(unaudited)



	June 30, 2014			December 31, 2013
	(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	960,163			932,547
Accumulated other comprehensive loss	(15,689		)	(16,553		)
Total common stock equity	1,752,512			1,724,032
Long-term debt	1,614,316			1,615,258
Total capitalization	3,366,828			3,339,290
Current Liabilities:
Long-term debt due within one year	1,064			1,064
Accounts payable	81,696			90,529
Accounts payable to affiliates	1,603			1,158
Taxes accrued	28,165			14,031
Interest accrued	22,693			22,764
Accrued compensation	32,839			38,297
Current regulatory liabilities	6,447			10,684
Other	29,428			17,095
Total current liabilities	203,935			195,622
Deferred Credits:
Deferred income taxes	1,060,732			1,058,734
Regulatory liabilities	376,820			375,873
Pension and other postretirement benefits	247,776			244,627
Other	47,343			52,265
Total deferred credits	1,732,671			1,731,499

Commitments and Contingencies

Total	$	5,303,434		$	5,266,411

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,
	2014			2013
	(thousands of dollars)
Operating Activities:
Net income	$	70,554		$	79,029
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	67,566			65,675
Deferred income taxes and investment tax credits	(6,556		)	17,817
Changes in regulatory assets and liabilities	29,513			(24,727		)
Pension and postretirement benefit plan expense	13,920			14,657
Contributions to pension and postretirement benefit plans	(8,820		)	(12,376		)
Earnings of unconsolidated equity-method investments	(1,968		)	(2,256		)
Distributions from unconsolidated equity-method investments	—			7,214
Allowance for equity funds used during construction	(8,538		)	(7,143		)
Other non-cash adjustments to net income, net	(649		)	(562		)
Change in:
Accounts receivable	5,530			(238		)
Accounts payable	(13,624		)	(12,041		)
Taxes accrued/receivable	15,695			17,462
Other current assets	(16,951		)	(30,045		)
Other current liabilities	7,752			6,501
Other assets	1,173			(582		)
Other liabilities	(5,690		)	(6,179		)
Net cash provided by operating activities	148,907			112,206
Investing Activities:
Additions to utility plant	(128,234		)	(109,059		)
Proceeds from the sale of emission allowances and RECs	2,615			480
Investments in unconsolidated affiliates	(1,639		)	—
Other	(946		)	2,372
Net cash used in investing activities	(128,204		)	(106,207		)
Financing Activities:
Issuance of long-term debt	—			150,000
Retirement of long-term debt	(1,064		)	(1,064		)
Dividends on common stock	(43,326		)	(38,213		)
Other	—			(1,821		)
Net cash (used in) provided by financing activities	(44,390		)	108,902
Net (decrease) increase in cash and cash equivalents	(23,687		)	114,901
Cash and cash equivalents at beginning of the period	66,535			17,251
Cash and cash equivalents at end of the period	$	42,848		$	132,152
Supplemental Disclosure of Cash Flow Information:
Cash paid (received) during the period for:
Income taxes paid (received)	$	17,332		$	(1,840	)
Interest (net of amount capitalized)	$	38,622		$	37,410
Non-cash investing activities:
Additions to property, plant and equipment in accounts payable	$	21,395		$	12,348

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 engaged in the generation, transmission, distribution, sale, and purchase of electric energy and capacity with a service area covering approximately 24,000 square miles in southern Idaho and eastern Oregon. Idaho Power is 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. (IE), 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 record such 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 through rates. Additionally, regulators can impose regulatory liabilities upon a regulated company for amounts previously collected from customers that are expected to be refunded. 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, 2014, consolidated results of operations for the three and six months ended June 30, 2014 and 2013, and consolidated cash flows for the six months ended June 30, 2014 and 2013. 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, 2013. 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 (GAAP). 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. Accordingly, actual results could differ from those estimates.

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Change in Method of Accounting for Investments in Qualified Affordable Housing Projects

On January 15, 2014, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) No. 2014-01, Investments-Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Qualified Affordable Housing Projects. This ASU permits an accounting policy election to account for investments in qualified affordable housing projects using the proportional amortization method. For its consolidated financial statements as of and for the year ended December 31, 2013, IDACORP elected early adoption of ASU 2014-01 and thus changed its accounting for its equity-method investments in qualified affordable housing projects to the proportional amortization method. All prior periods were properly adjusted to reflect the new method. The standard also requires the recognition of the net investment performance in the financial statements as a component of income tax expense (benefit). The new method was elected because IDACORP believes the proportional amortization method more fairly represents the economics of and provides users with a better understanding of the returns from such investments than the equity method of amortization.

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.

Income Tax Expense

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



	IDACORP						Idaho Power
	2014			2013			2014			2013
Three months ended June 30,
Income tax at statutory rates (federal and state)	$	23,042		$	25,094		$	22,707		$	24,764
Additional accumulated deferred investment tax credit amortization	950			—			950			—
Affordable housing tax credits	(1,256		)	(1,384		)	—			—
Affordable housing investment amortization, net of statutory taxes	640			658			—			—
Other⁽¹⁾	(8,985		)	(6,692		)	(8,238		)	(6,412		)
Income tax expense	$	14,391		$	17,676		$	15,419		$	18,352

Six months ended June 30,
Income tax at statutory rates (federal and state)	$	37,161		$	43,563		$	37,123		$	43,307
Affordable housing tax credits	(2,524		)	(2,768		)	—			—
Affordable housing investment amortization, net of statutory taxes	1,344			557			—			—
Other⁽¹⁾	(12,883		)	(11,633		)	(12,733		)	(11,577		)
Income tax expense	$	23,098		$	29,719		$	24,390		$	31,730
Effective tax rate	24.3		%	26.7		%	25.7		%	28.6		%

⁽¹⁾ "Other" is primarily comprised of Idaho Power's regulatory flow-through tax adjustments, which are listed in the rate reconciliation table in 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, 2013.

In the second quarter of 2014, Idaho Power reversed the $950 thousand of additional accumulated deferred investment tax credit (ADITC) amortization recorded in the first quarter of 2014, based on its updated estimate of year-end 2014 return on year-end equity in the Idaho jurisdiction (Idaho ROE). See Note 3 for a discussion of Idaho Power's regulatory authority for use of additional ADITC amortization.

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3. REGULATORY MATTERS

Included below is a summary of Idaho Power's most recent general rate changes, as well as other recent or pending notable regulatory matters and proceedings.

Idaho and Oregon General Rate Cases and Base Rate Adjustments

Effective January 1, 2012, Idaho Power implemented new Idaho base rates resulting from its receipt of an order from the Idaho Public Utilities Commission (IPUC) approving a settlement stipulation that provided for a 7.86 percent authorized rate of return on an Idaho-jurisdiction rate base of approximately $2.36 billion. The settlement stipulation resulted in a $34.0 million overall increase in Idaho Power's annual Idaho-jurisdictional base rate revenues. Neither the IPUC's order nor the settlement stipulation specified an authorized rate of return on equity.

Effective March 1, 2012, Idaho Power implemented new Oregon base rates resulting from its receipt of an order from the Public Utility Commission of Oregon (OPUC) approving a settlement stipulation that provided for a $1.8 million base rate revenue increase, a return on equity of 9.9 percent, and an overall rate of return of 7.757 percent in the Oregon jurisdiction.

Idaho and Oregon base rates were subsequently adjusted again in 2012, in connection with Idaho Power's completion of the Langley Gulch power plant. On June 29, 2012, the IPUC issued an order approving a $58.1 million increase in annual Idaho-jurisdiction base rate revenues, effective July 1, 2012, for inclusion of the investment and associated costs of the 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 a $3.0 million increase in annual Oregon jurisdiction base rate revenues, effective October 1, 2012, for inclusion of the investment and associated costs of the plant in Oregon rates.

See "Idaho Power Cost Adjustment Mechanism; Update to Base -Level Net Power Supply Expense" below in this Note 3 for a description of Idaho Power's authorization from the IPUC to move a portion of its power supply expenses into Idaho base rates, effective June 1, 2014.

Idaho Settlement Stipulation — Investment Tax Credits and 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 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;

•

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 through a reduction to the pension regulatory asset and 25 percent to Idaho Power.

The settlement stipulation also 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.

Based on Idaho Power's Idaho ROE in 2012 and 2013, Idaho Power triggered the sharing mechanism of the December 2011 settlement stipulation for both years. The amounts Idaho Power recorded for revenue sharing were as follows (in millions):



	2013		2012
Additional pension expense funded through sharing	$	16.5	$	14.6
Provision against current revenue as a result of sharing	7.6		7.2
Total	$	24.1	$	21.8

In the first quarter of 2014, Idaho Power recorded $950 thousand of additional ADITC amortization for that period based on its then-current estimate of the company's year-end 2014 Idaho ROE being less than the 9.5 percent threshold (absent amortization

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of additional ADITC). In the second quarter of 2014, Idaho Power reversed the $950 thousand, based on its updated estimate of the company's year-end 2014 Idaho ROE.

Application to Extend Terms of Idaho Settlement Stipulation

On May 30, 2014, Idaho Power filed an application with the IPUC requesting an extension of the terms of the December 2011 settlement stipulation described above. Idaho Power's application requested that the IPUC issue an order extending the terms of the December 2011 settlement stipulation until Idaho Power has amortized a total of $45 million of additional ADITCs (including any additional ADITCs amortized in 2014) or until the terms are otherwise modified or terminated by order of the IPUC. Idaho Power requested that the IPUC issue its decision and order no later than December 31, 2014.

Idaho Power Cost Adjustment Mechanism; Update to Base Level Net Power Supply Expense

In both its Idaho and Oregon jurisdictions, Idaho Power's PCA mechanisms address the volatility of power supply costs and provide for annual adjustments to the rates charged to its retail customers. The PCA mechanisms compare Idaho Power's actual and forecast net power supply costs (primarily fuel and purchased power less off-system sales) against net power supply costs currently being recovered in retail rates. Under the PCA mechanisms, certain differences between actual net power supply costs incurred by Idaho Power and the costs included in retail rates are recorded as a deferred charge or credit on the balance sheets for future recovery or refund through retail rates. The power supply costs deferred primarily result from changes in wholesale market prices and transaction volumes, fuel prices, changes in contracted power purchase prices and volumes (including PURPA power purchases), and the levels of Idaho Power's own hydroelectric and thermal generation.

On November 1, 2013, Idaho Power filed an application with the IPUC requesting an increase of approximately $106 million in the normalized or "base level" net power supply expense on a total-system basis to be used to update base rates and in the determination of the PCA rate that would become effective June 1, 2014. Idaho Power's request was intended to remove the Idaho-jurisdictional portion of those expenses from collection via the Idaho PCA mechanism and instead collect that portion through base rates. On March 21, 2014, the IPUC issued an order approving Idaho Power's application, with the change in collection methodology effective June 1, 2014.

On May 30, 2014, the IPUC issued an order approving Idaho Power's April 15, 2014 application requesting an $11.1 million net increase in Idaho PCA rates, effective for the 2014-2015 PCA collection period from June 1, 2014 to May 31, 2015. The $11.1 million PCA rate increase was net of Idaho Power's $20.0 million of surplus Idaho energy efficiency rider funds. The PCA rate increase was also net of $7.6 million of customer revenue sharing for the year 2013 under the December 2011 settlement stipulation described above. Previously, in May 2013 the IPUC issued an order authorizing 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.

Annual Idaho Fixed Cost Adjustment Filing

The fixed cost adjustment (FCA) is designed to remove Idaho Power’s financial 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 recover or refund the difference between the amount of fixed costs authorized in Idaho Power's most recent general rate case and the amount of fixed costs recovered by Idaho Power based upon weather-normalized energy sales. On May 30, 2014, the IPUC issued an order approving Idaho Power's March 14, 2014 application requesting a $6.0 million increase in the FCA recovery from $8.9 million to $14.9 million, effective for the period from June 1, 2014 to May 31, 2015. Previously, on May 22, 2013, the IPUC issued an order authorizing a decrease in FCA collection from $10.3 million to $8.9 million, effective for the period from June 1, 2013 to May 31, 2014.

IPUC Review of Annual Rate Adjustment Mechanisms

On July 1, 2014, the IPUC opened a docket pursuant to which Idaho Power, the IPUC Staff, and other interested parties will further evaluate Idaho Power's application of the true-up component of the PCA mechanism and whether a deferral balance adjustment is appropriate. The docket arose from the IPUC's May 2014 PCA order, which noted that the IPUC Staff believes that Idaho Power's application of the true-up component introduces a line-loss bias that inflated the true-up revenue it must collect by $14.2 million. Also on July 1, 2014, the IPUC opened a docket to allow Idaho Power, the IPUC Staff, and other interested parties to further evaluate the IPUC Staff's concerns regarding the future application of the FCA mechanism (including weather-normalization, customer count methodology, rate adjustment cap, and cross-subsidization issues) and whether the FCA is effectively removing Idaho Power's disincentive to aggressively pursue energy efficiency programs. As of the date of this report, both dockets remain open.

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4. 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. The terms and conditions of those credit facilities have not changed compared to the descriptions included in IDACORP's and Idaho Power's Annual Report on Form 10-K for the year ended December 31, 2013.

At June 30, 2014, no loans were outstanding under either IDACORP's or Idaho Power's facilities. At June 30, 2014, 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, 2014 and December 31, 2013:



	June 30, 2014									December 31, 2013
	Idaho Power			IDACORP			Total			Idaho Power			IDACORP			Total
Commercial paper outstanding	$	—		$	37,200		$	37,200		$	—		$	54,750		$	54,750
Weighted-average annual interest rate	—		%	0.31		%	0.31		%	—		%	0.34		%	0.34		%

5. COMMON STOCK

IDACORP Common Stock

During the six months ended June 30, 2014, IDACORP issued 74,049 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 July 12, 2013, IDACORP entered into its current Sales Agency Agreement with BNY Mellon Capital Markets, LLC (BNYMCM). IDACORP may offer and sell 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. As of the date of this report, no shares of IDACORP common stock have been issued under the current 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, 2014, the leverage ratios for IDACORP and Idaho Power were 47 percent and 48 percent, respectively. Based on these restrictions, IDACORP’s and Idaho Power’s dividends were limited to $989 million and $880 million, respectively, at June 30, 2014. 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, 2014, IDACORP and Idaho Power were in compliance with the financial 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, 2014, 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.

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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.

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 account" is undefined in the Federal Power Act or its regulations, but Idaho Power does not believe the restriction would limit Idaho Power's ability to pay dividends out of current year earnings or retained earnings.

6. 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, 2014 and 2013 (in thousands, except for per share amounts).



	Three months ended June 30,				Six months ended June 30,
	2014		2013		2014		2013
Numerator:
Net income attributable to IDACORP, Inc.	$	44,540	$	46,502	$	71,944	$	81,696
Denominator:
Weighted-average common shares outstanding - basic	50,133		50,056		50,133		50,047
Effect of dilutive securities:
Options	1		2		1		3
Restricted stock	22		50		32		36
Weighted-average common shares outstanding - diluted	50,156		50,108		50,166		50,086
Basic earnings per share	$	0.89	$	0.93	$	1.44	$	1.63
Diluted earnings per share	$	0.89	$	0.93	$	1.43	$	1.63

7. 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, 2014, other than the addition of ten power purchase agreements with solar, wind, and other alternative energy developers for projects with a combined nameplate capacity of approximately 64 MW. Payments pursuant to these agreements are expected to total $252 million from 2014 to 2038. Four of these power purchase agreements remain subject to IPUC approval, with a combined nameplate capacity of approximately 10 MW and expected payments of $50 million.

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 with the Wyoming Department of Environmental Quality, was $70 million at June 30, 2014, 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, 2014, the value of the reclamation trust fund was $70 million. During the six months ended June 30, 2014, the reclamation trust fund distributed approximately $5 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

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experience and the evaluation of the specific indemnities. As of June 30, 2014, 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.

8. 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 8. 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. 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 has characterized these ripple claims as "speculative." The FERC has refused to dismiss Idaho Power and IESCo from the proceedings in the Pacific Northwest. In orders respecting two separately filed settlements, the FERC has refused to approve a provision that provided for waivers of all claims in those proceedings, despite only limited objections from two market participants, one of whom removed its objections in the later-filed settlement. Idaho Power and IESCo petitioned the D.C. Circuit for review of the first of the FERC's decisions refusing to approve the waiver provision of the settlements, 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 and remains pending before that court. In June 2014, the FERC rejected Idaho Power's request for rehearing of the partial disapproval of the second settlement.

Based on its evaluation of the merits of ripple claims and the inability to estimate the potential exposure should the claims ultimately have any merit, particularly in light of Idaho Power and IESCo being both purchasers and sellers in the energy market during the relevant period, 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 intend to continue to vigorously defend their positions in the proceedings.

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

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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 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 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.

Idaho Power’s claims for water rights have now been adjudicated in the SRBA and partial decrees for those water rights have been entered by the court. In July 2011, the SRBA Court entered an Order Designating Basin-Wide Issue 16, In Re: Form and Content of Final Unified Decree, and advised the parties to the SRBA of the need to file notices of intent to participate in the basin-wide issue and of the court’s intent to establish a schedule for closing the taking of water right claims in the SRBA. Idaho Power participated in Basin-Wide Issue 16 and in June 2012 the court issued a memorandum decision and order. By subsequent orders, the court closed claims taking in all of the basins in the SRBA. The court is expected to issue a final unified decree in the SRBA in the fall of 2014. Assuming entry of the final decree, the SRBA will be concluded.

Separately, Idaho Power continues to work with the State of Idaho and other interested stakeholders on issues relating to 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 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.

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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, including the U.S. Environmental Protection Agency's recently issued proposed regulations for CO₂ emission reductions from existing utility generating plants under Section 111(d) of the Clean Air Act. 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.

9. BENEFIT PLANS

Idaho Power has two defined benefit pension plans - a noncontributory defined benefit pension plan (pension plan) and nonqualified defined benefit plans for certain senior management employees called the Security Plan for Senior Management Employees I and II (SMSP). The benefits under the pension plan are based on years of service and the employee’s final average earnings. Idaho Power also maintains a defined benefit postretirement benefit plan (consisting of health care and death benefits) that covers all employees who were enrolled in the active-employee group plan at the time of retirement as well as their spouses and qualifying dependents. 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, 2014 and 2013 (in thousands of dollars).



	Pension Plan						SMSP				Postretirement Benefits
	2014			2013			2014		2013		2014			2013
Service cost	$	6,062		$	7,866		$	412	$	545	$	230		$	245
Interest cost	8,837			7,979			964		814		704			573
Expected return on plan assets	(10,835		)	(9,065		)	—		—		(642		)	(569		)
Amortization of prior service cost	87			87			55		53		46			(90		)
Amortization of net loss (gain)	947			4,307			654		710		—			(120		)
Net periodic benefit cost	5,098			11,174			2,085		2,122		338			39
Adjustments due to the effects of regulation⁽¹⁾	(592		)	(6,351		)	—		—		—			—
Net periodic benefit cost recognized for financial reporting⁽¹⁾	$	4,506		$	4,823		$	2,085	$	2,122	$	338		$	39

⁽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, 2014 and 2013 (in thousands of dollars).



	Pension Plan				SMSP				Postretirement Benefits
	2014		2013		2014		2013		2014		2013
Service cost	$	12,646	$	15,678	$	823	$	1,090	$	506	$	658
Interest cost	17,708		15,915		1,928		1,628		1,420