Edgar Filing: IDACORP INC

10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)



X	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
	EXCHANGE ACT OF 1934
	For the quarterly period ended September 30, 2015
	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 October 23, 2015:

IDACORP, Inc.: 50,340,688

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		32
	Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			34
	Item 3. Quantitative and Qualitative Disclosures About Market Risk			59
	Item 4. Controls and Procedures			61

Part II. Other Information:

	Item 1. Legal Proceedings			61
	Item 1A. Risk Factors			61
	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			61
	Item 3. Defaults Upon Senior Securities			61
	Item 4. Mine Safety Disclosures			61
	Item 5. Other Information			62
	Item 6. Exhibits			62

Signatures				63

Exhibit Index				64

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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
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
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," "continues," "estimates," "expects," "guidance," "intends," "plans," "predicts," "projects," "may result," 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, 2014, 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 and the loss or change in the business of significant customers, and their associated impacts on loads and load growth;


•	the impacts of 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 the collection 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 or sale of electric power;


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


•	variable hydrological conditions and over-appropriation of surface and groundwater in the Snake River Basin, which impact the amount of power generated by Idaho Power's hydroelectric facilities;


•	the ability to purchase fuel, power, and transmission capacity under reasonable terms, 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, and regulatory fines and penalties;


•	the increased costs and operational challenges associated with purchasing and integrating intermittent renewable energy sources into Idaho Power's resource portfolio;


•	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;


•	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;


•	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;

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•	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 September 30,						Nine months ended September 30,
	2015			2014			2015			2014
	(thousands of dollars, except for per share amounts)
Operating Revenues:
Electric utility:
General business	$	340,796		$	347,838		$	897,943		$	874,817
Off-system sales	6,487			15,449			23,335			56,390
Other revenues	21,234			17,424			61,334			58,479
Total electric utility revenues	368,517			380,711			982,612			989,686
Other	648			1,490			2,277			3,017
Total operating revenues	369,165			382,201			984,889			992,703
Operating Expenses:
Electric utility:
Purchased power	71,890			75,058			166,191			181,291
Fuel expense	66,385			67,088			144,262			156,859
Power cost adjustment	(11,914		)	(668		)	26,372			23,496
Other operations and maintenance	83,972			84,236			255,329			252,208
Energy efficiency programs	7,645			5,537			19,854			17,881
Depreciation	34,639			33,476			102,996			99,304
Taxes other than income taxes	8,286			8,340			24,999			24,685
Total electric utility expenses	260,903			273,067			740,003			755,724
Other	3,598			3,412			11,340			10,869
Total operating expenses	264,501			276,479			751,343			766,593
Operating Income	104,664			105,722			233,546			226,110
Allowance for Equity Funds Used During Construction	5,654			4,645			16,219			13,182
Earnings of Unconsolidated Equity-Method Investments	5,527			6,414			8,636			8,908
Other Income, Net	1,222			1,193			5,054			4,733
Interest Expense:
Interest on long-term debt	20,614			20,141			62,443			60,423
Other interest	2,256			1,908			6,484			5,714
Allowance for borrowed funds used during construction	(2,593		)	(2,178		)	(7,550		)	(6,287		)
Total interest expense, net	20,277			19,871			61,377			59,850
Income Before Income Taxes	96,790			98,103			202,078			193,083
Income Tax Expense	23,523			10,869			39,276			33,968
Net Income	73,267			87,234			162,802			159,115
Adjustment for loss (income) attributable to noncontrolling interests	69			(345		)	45			(283		)
Net Income Attributable to IDACORP, Inc.	$	73,336		$	86,889		$	162,847		$	158,832
Weighted Average Common Shares Outstanding - Basic (000’s)	50,219			50,129			50,221			50,131
Weighted Average Common Shares Outstanding - Diluted (000’s)	50,324			50,220			50,282			50,184
Earnings Per Share of Common Stock:
Earnings Attributable to IDACORP, Inc. - Basic	$	1.46		$	1.73		$	3.24		$	3.17
Earnings Attributable to IDACORP, Inc. - Diluted	$	1.46		$	1.73		$	3.24		$	3.16
Dividends Declared Per Share of Common Stock	$	0.47		$	0.43		$	1.41		$	1.29

The accompanying notes are an integral part of these statements.

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IDACORP, Inc.

Condensed Consolidated Statements of Comprehensive Income

(unaudited)



	Three months ended September 30,					Nine months ended September 30,
	2015		2014			2015		2014
	(thousands of dollars)

Net Income	$	73,267	$	87,234		$	162,802	$	159,115
Other Comprehensive Income:
Unfunded pension liability adjustment, net of tax of $428, $277, $1,284 and $832	667		432			2,001		1,296
Total Comprehensive Income	73,934		87,666			164,803		160,411
Comprehensive loss (income) attributable to noncontrolling interests	69		(345		)	45		(283		)
Comprehensive Income Attributable to IDACORP, Inc.	$	74,003	$	87,321		$	164,848	$	160,128

The accompanying notes are an integral part of these statements.

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IDACORP, Inc.

Condensed Consolidated Balance Sheets

(unaudited)



	September 30, 2015			December 31, 2014
	(thousands of dollars)
Assets

Current Assets:
Cash and cash equivalents	$	121,260		$	56,808
Receivables:
Customer (net of allowance of $1,079 and $1,960, respectively)	91,936			79,083
Other (net of allowance of $220 and $144, respectively)	8,981			16,018
Taxes receivable	4,825			11,867
Accrued unbilled revenues	55,317			56,270
Materials and supplies (at average cost)	56,164			55,404
Fuel stock (at average cost)	56,124			55,171
Prepayments	18,870			18,476
Deferred income taxes	42,106			42,359
Current regulatory assets	38,326			50,042
Other	410			603
Total current assets	494,319			442,101
Investments	160,127			165,424
Property, Plant and Equipment:
Utility plant in service	5,376,721			5,248,212
Accumulated provision for depreciation	(1,890,374		)	(1,841,011		)
Utility plant in service - net	3,486,347			3,407,201
Construction work in progress	468,083			401,930
Utility plant held for future use	7,090			7,090
Other property, net of accumulated depreciation	16,965			17,256
Property, plant and equipment - net	3,978,485			3,833,477
Other Assets:
American Falls and Milner water rights	11,853			13,698
Company-owned life insurance	21,257			23,893
Regulatory assets	1,194,645			1,192,345
Long-term receivables (net of allowance of $552)	20,554			6,317
Other	56,746			39,598
Total other assets	1,305,055			1,275,851
Total	$	5,937,986		$	5,716,853

The accompanying notes are an integral part of these statements.

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IDACORP, Inc.

Condensed Consolidated Balance Sheets

(unaudited)



	September 30, 2015			December 31, 2014
	(thousands of dollars)
Liabilities and Equity

Current Liabilities:
Current maturities of long-term debt	$	1,064		$	1,064
Notes payable	3,600			31,300
Accounts payable	81,047			97,271
Taxes accrued	21,567			10,367
Interest accrued	24,073			22,630
Accrued compensation	38,463			43,774
Current regulatory liabilities	5,743			11,400
Other	29,775			23,975
Total current liabilities	205,332			241,781
Other Liabilities:
Deferred income taxes	1,092,372			1,065,290
Regulatory liabilities	409,277			390,207
Pension and other postretirement benefits	385,886			403,334
Other	49,111			44,238
Total other liabilities	1,936,646			1,903,069
Long-Term Debt	1,741,875			1,614,438
Commitments and Contingencies
Equity:
IDACORP, Inc. shareholders’ equity:
Common stock, no par value (shares authorized 120,000,000; 50,352,051 and 50,308,702 shares issued, respectively)	848,003			845,402
Retained earnings	1,224,025			1,132,237
Accumulated other comprehensive loss	(22,157		)	(24,158		)
Treasury stock (11,363 and 38,764 shares at cost, respectively)	(57		)	(280		)
Total IDACORP, Inc. shareholders’ equity	2,049,814			1,953,201
Noncontrolling interests	4,319			4,364
Total equity	2,054,133			1,957,565
Total	$	5,937,986		$	5,716,853

The accompanying notes are an integral part of these statements.

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IDACORP, Inc.

Condensed Consolidated Statements of Cash Flows

(unaudited)



	Nine months ended September 30,
	2015			2014
	(thousands of dollars)
Operating Activities:
Net income	$	162,802		$	159,115
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	106,304			102,366
Deferred income taxes and investment tax credits	25,265			25,355
Changes in regulatory assets and liabilities	25,776			36,595
Pension and postretirement benefit plan expense	22,668			20,927
Contributions to pension and postretirement benefit plans	(41,660		)	(32,533		)
Earnings of unconsolidated equity-method investments	(8,636		)	(8,908		)
Distributions from unconsolidated equity-method investments	9,352			5,820
Allowance for equity funds used during construction	(16,219		)	(13,182		)
Other non-cash adjustments to net income, net	1,444			4,417
Change in:
Accounts receivable	(14,704		)	4,372
Accounts payable and other accrued liabilities	(12,210		)	(3,359		)
Taxes accrued/receivable	19,845			14,066
Other current assets	(178		)	2,089
Other current liabilities	7,874			7,258
Other assets	2,468			(2,970		)
Other liabilities	629			(5,601		)
Net cash provided by operating activities	290,820			315,827
Investing Activities:
Additions to property, plant and equipment	(235,890		)	(200,928		)
Proceeds from the sale of emission allowances and RECs	1,855			2,923
Distributions from affordable housing investments	240			1,048
Other	883			4,335
Net cash used in investing activities	(232,912		)	(192,622		)
Financing Activities:
Issuance of long-term debt	250,000			—
Retirement of long-term debt	(121,064		)	(1,064		)
Dividends on common stock	(71,225		)	(64,958		)
Net change in short-term borrowings	(27,700		)	(22,950		)
Issuance of common stock	—			160
Acquisition of treasury stock	(3,277		)	(2,737		)
Make-whole premium on retirement of long-term debt	(17,872		)	—
Other	(2,318		)	1,220
Net cash provided by (used in) financing activities	6,544			(90,329		)
Net increase in cash and cash equivalents	64,452			32,876
Cash and cash equivalents at beginning of the period	56,808			78,162
Cash and cash equivalents at end of the period	$	121,260		$	111,038
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for:
Income taxes	$	4,442		$	4,686
Interest (net of amount capitalized)	$	57,630		$	55,743
Non-cash investing activities:
Additions to property, plant and equipment in accounts payable	$	12,606		$	19,375

The accompanying notes are an integral part of these statements.

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IDACORP, Inc.

Condensed Consolidated Statements of Equity

(unaudited)



	Nine months ended September 30,
	2015			2014
	(thousands of dollars)
Common Stock
Balance at beginning of period	$	845,402		$	839,750
Issued	—			160
Other	2,601			3,253
Balance at end of period	848,003			843,163
Retained Earnings
Balance at beginning of period	1,132,237			1,027,461
Net income attributable to IDACORP, Inc.	162,847			158,832
Common stock dividends ($1.41 and $1.29 per share)	(71,059		)	(64,903		)
Balance at end of period	1,224,025			1,121,390
Accumulated Other Comprehensive (Loss) Income
Balance at beginning of period	(24,158		)	(16,553		)
Unfunded pension liability adjustment (net of tax)	2,001			1,296
Balance at end of period	(22,157		)	(15,257		)
Treasury Stock
Balance at beginning of period	(280		)	(8		)
Issued	3,500			2,465
Acquired	(3,277		)	(2,737		)
Balance at end of period	(57		)	(280		)
Total IDACORP, Inc. shareholders’ equity at end of period	2,049,814			1,949,016
Noncontrolling Interests
Balance at beginning of period	4,364			4,090
Net (loss) income attributable to noncontrolling interests	(45		)	283
Balance at end of period	4,319			4,373
Total equity at end of period	$	2,054,133		$	1,953,389

The accompanying notes are an integral part of these statements.

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Idaho Power Company

Condensed Consolidated Statements of Income

(unaudited)



	Three months ended September 30,						Nine months ended September 30,
	2015			2014			2015			2014
	(thousands of dollars)
Operating Revenues:
General business	$	340,796		$	347,838		$	897,943		$	874,817
Off-system sales	6,487			15,449			23,335			56,390
Other revenues	21,234			17,424			61,334			58,479
Total operating revenues	368,517			380,711			982,612			989,686
Operating Expenses:
Operation:
Purchased power	71,890			75,058			166,191			181,291
Fuel expense	66,385			67,088			144,262			156,859
Power cost adjustment	(11,914		)	(668		)	26,372			23,496
Other operations and maintenance	83,972			84,236			255,329			252,208
Energy efficiency programs	7,645			5,537			19,854			17,881
Depreciation	34,639			33,476			102,996			99,304
Taxes other than income taxes	8,286			8,340			24,999			24,685
Total operating expenses	260,903			273,067			740,003			755,724
Income from Operations	107,614			107,644			242,609			233,962
Other Income (Expense):
Allowance for equity funds used during construction	5,654			4,645			16,219			13,182
Earnings of unconsolidated equity-method investments	4,334			5,180			6,992			7,148
Other expense, net	(1,755		)	(1,538		)	(4,216		)	(3,556		)
Total other income	8,233			8,287			18,995			16,774
Interest Charges:
Interest on long-term debt	20,614			20,141			62,443			60,423
Other interest	2,204			1,859			6,311			5,547
Allowance for borrowed funds used during construction	(2,593		)	(2,178		)	(7,550		)	(6,287		)
Total interest charges	20,225			19,822			61,204			59,683
Income Before Income Taxes	95,622			96,109			200,400			191,053
Income Tax Expense	23,895			11,509			40,872			35,899
Net Income	$	71,727		$	84,600		$	159,528		$	155,154

The accompanying notes are an integral part of these statements.

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Idaho Power Company

Condensed Consolidated Statements of Comprehensive Income

(unaudited)



	Three months ended September 30,				Nine months ended September 30,
	2015		2014		2015		2014
	(thousands of dollars)

Net Income	$	71,727	$	84,600	$	159,528	$	155,154
Other Comprehensive Income:
Unfunded pension liability adjustment, net of tax of $428, $277, $1,284 and $832	667		432		2,001		1,296
Total Comprehensive Income	$	72,394	$	85,032	$	161,529	$	156,450

The accompanying notes are an integral part of these statements.

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Idaho Power Company

Condensed Consolidated Balance Sheets

(unaudited)



	September 30, 2015			December 31, 2014
	(thousands of dollars)
Assets

Electric Plant:
In service (at original cost)	$	5,376,721		$	5,248,212
Accumulated provision for depreciation	(1,890,374		)	(1,841,011		)
In service - net	3,486,347			3,407,201
Construction work in progress	468,083			401,930
Held for future use	7,090			7,090
Electric plant - net	3,961,520			3,816,221
Investments and Other Property	138,853			142,825
Current Assets:
Cash and cash equivalents	110,099			46,695
Receivables:
Customer (net of allowance of $1,079 and $1,960, respectively)	91,936			79,083
Other (net of allowance of $220 and $144, respectively)	8,873			15,890
Taxes receivable	5,617			20,428
Accrued unbilled revenues	55,317			56,270
Materials and supplies (at average cost)	56,164			55,404
Fuel stock (at average cost)	56,124			55,171
Prepayments	18,760			18,356
Current regulatory assets	38,326			50,042
Other	410			603
Total current assets	441,626			397,942
Deferred Debits:
American Falls and Milner water rights	11,853			13,698
Company-owned life insurance	21,257			23,893
Regulatory assets	1,194,645			1,192,345
Other	71,252			39,753
Total deferred debits	1,299,007			1,269,689
Total	$	5,841,006		$	5,626,677

The accompanying notes are an integral part of these statements.

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Idaho Power Company

Condensed Consolidated Balance Sheets

(unaudited)



	September 30, 2015			December 31, 2014
	(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	1,121,663			1,033,350
Accumulated other comprehensive loss	(22,157		)	(24,158		)
Total common stock equity	1,907,544			1,817,230
Long-term debt	1,741,875			1,614,438
Total capitalization	3,649,419			3,431,668
Current Liabilities:
Current maturities of long-term debt	1,064			1,064
Accounts payable	80,523			96,499
Accounts payable to affiliates	1,143			2,027
Taxes accrued	21,703			10,329
Interest accrued	24,073			22,630
Accrued compensation	38,344			43,410
Current regulatory liabilities	5,743			11,400
Other	34,868			29,476
Total current liabilities	207,461			216,835
Deferred Credits:
Deferred income taxes	1,141,044			1,141,755
Regulatory liabilities	409,277			390,207
Pension and other postretirement benefits	385,886			403,334
Other	47,919			42,878
Total deferred credits	1,984,126			1,978,174

Commitments and Contingencies

Total	$	5,841,006		$	5,626,677

The accompanying notes are an integral part of these statements.

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Idaho Power Company

Condensed Consolidated Statements of Cash Flows

(unaudited)



	Nine months ended September 30,
	2015			2014
	(thousands of dollars)
Operating Activities:
Net income	$	159,528		$	155,154
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	105,848			101,925
Deferred income taxes and investment tax credits	(5,307		)	14,087
Changes in regulatory assets and liabilities	25,776			36,595
Pension and postretirement benefit plan expense	22,646			20,903
Contributions to pension and postretirement benefit plans	(41,638		)	(32,509		)
Earnings of unconsolidated equity-method investments	(6,992		)	(7,148		)
Distributions from unconsolidated equity-method investments	8,502			4,970
Allowance for equity funds used during construction	(16,219		)	(13,182		)
Other non-cash adjustments to net income, net	(969		)	1,188
Change in:
Accounts receivable	(17,363		)	3,818
Accounts payable	(11,967		)	(3,336		)
Taxes accrued/receivable	27,942			12,160
Other current assets	(189		)	2,069
Other current liabilities	7,917			7,288
Other assets	2,468			(2,970		)
Other liabilities	800			(5,106		)
Net cash provided by operating activities	260,783			295,906
Investing Activities:
Additions to utility plant	(235,841		)	(200,778		)
Proceeds from the sale of emission allowances and RECs	1,855			2,923
Other	883			4,335
Net cash used in investing activities	(233,103		)	(193,520		)
Financing Activities:
Issuance of long-term debt	250,000			—
Retirement of long-term debt	(121,064		)	(1,064		)
Dividends on common stock	(71,215		)	(64,957		)
Make-whole premium on retirement of long-term debt	(17,872		)	—
Other	(4,125		)	—
Net cash provided by (used in) financing activities	35,724			(66,021		)
Net increase in cash and cash equivalents	63,404			36,365
Cash and cash equivalents at beginning of the period	46,695			66,535
Cash and cash equivalents at end of the period	$	110,099		$	102,900
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for:
Income taxes	$	28,336		$	19,793
Interest (net of amount capitalized)	$	57,457		$	55,576
Non-cash investing activities:
Additions to property, plant and equipment in accounts payable	$	12,606		$	19,375

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 state utility regulatory commissions of Idaho and Oregon and the Federal Energy Regulatory Commission (FERC). 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 September 30, 2015, consolidated results of operations for the three and nine months ended September 30, 2015 and 2014, and consolidated cash flows for the nine months ended September 30, 2015 and 2014. 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, 2014. 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. Accordingly, actual results could differ from those estimates.

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Asset Retirement Obligations

In December 2014, the U.S. Environmental Protection Agency signed a final rule relating to the disposal of coal combustion residuals, which was published in the Federal Register on April 17, 2015. The rule adds several regulations relating to the disposal and ongoing monitoring of coal combustion residuals. Idaho Power jointly owns three coal-fired power plants that are subject to the new regulations. Together with its co-owners, Idaho Power performed engineering and cost studies to determine the financial and operational impacts of the new rule. Based on these studies, which incorporated revised assumptions about the remaining lives and operations of existing coal-combustion residual facilities, Idaho Power recorded an increase of $5 million to its asset retirement obligations and an associated $7 million increase to ARO assets and $2 million decrease to regulatory assets in the second quarter of 2015.

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, accounting method changes, or adjustments to tax expense or benefits attributable to prior years. Discrete events are recorded in the interim period in which they occur or become known. The estimated annual effective tax rate is applied to year-to-date pretax 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 nine months ended September 30 (in thousands of dollars):



	IDACORP						Idaho Power
	2015			2014			2015			2014
Income tax at statutory rates (federal and state)	$	79,030		$	75,385		$	78,356		$	74,702
First mortgage bond redemption costs	(7,210		)	—			(7,210		)	—
Accounting method change	—			(11,075		)	—			(11,075		)
Affordable housing tax credits	(2,628		)	(3,792		)	—			—
Affordable housing investment amortization, net of statutory taxes	1,025			2,041			—			—
Other⁽¹⁾	(30,941		)	(28,591		)	(30,274		)	(27,728		)
Income tax expense	$	39,276		$	33,968		$	40,872		$	35,899
Effective tax rate	19.4		%	17.6		%	20.4		%	18.8		%

⁽¹⁾ "Other" is primarily comprised of the net tax effect of Idaho Power's regulatory flow-through tax adjustments. These adjustments, which include the capitalized repairs deduction, are each 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, 2014.

The increase in income tax expense for the nine months ended September 30, 2015, as compared with the same period in 2014, was primarily due to greater Idaho Power pre-tax earnings in 2015 and lower flow-through income tax benefits from discrete items. In the second quarter of 2015, Idaho Power recorded a $7.2 million income tax benefit for bond redemption costs, as compared with an $11.1 million income tax benefit recorded in the third quarter of 2014 for an income tax accounting method change related to Idaho Power's capitalized repairs deduction for generation, transmission, and distribution assets. On a net basis, Idaho Power’s estimate of its annual 2015 regulatory flow-through tax adjustments is comparable to 2014.

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3. REGULATORY MATTERS

Included below is a summary of Idaho Power's most recent general rate cases and base 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.

On March 21, 2014, the IPUC issued an order approving Idaho Power's application 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 became effective June 1, 2014. Approval of the order removed the Idaho-jurisdictional portion of those expenses (approximately $99 million) from collection via the Idaho PCA mechanism and instead results in collecting that portion through base rates.

Idaho Settlement Stipulation — Investment Tax Credits and Sharing Mechanism

In October 2014, the IPUC issued an order approving an extension, with modifications, of the terms of a December 2011 Idaho settlement stipulation for the period from 2015 through 2019, or until the terms are otherwise modified or terminated by order of the IPUC. The provisions of the October 2014 settlement stipulation are as follows:


•	If Idaho Power's annual return on year-end equity in the Idaho jurisdiction (Idaho ROE) in any year is less than 9.5 percent, then Idaho Power may amortize up to $25 million of additional accumulated deferred investment tax credits (ADITC) to help achieve a 9.5 percent Idaho ROE for that year, and may amortize up to a total of $45 million of additional ADITC over the 2015 through 2019 period.


•	If Idaho Power's annual Idaho ROE in any year exceeds 10.0 percent, the amount of earnings exceeding a 10.0 percent Idaho ROE and up to and including a 10.5 percent Idaho ROE will be allocated 75 percent to Idaho Power's Idaho customers as a rate reduction to be effective at the time of the subsequent year's power cost adjustment and 25 percent to Idaho Power.

•

If Idaho Power's annual Idaho ROE in any year exceeds 10.5 percent, the amount of earnings exceeding a 10.5 percent Idaho ROE will be allocated 50 percent to Idaho Power's Idaho customers as a rate reduction to be effective at the time of the subsequent year's power cost adjustment, 25 percent to Idaho Power's Idaho customers in the form of a reduction to the pension regulatory asset balancing account (to reduce the amount to be collected in the future from Idaho customers), and 25 percent to Idaho Power.


•	If the full $45 million of additional ADITC contemplated by the settlement stipulation has been amortized the sharing provisions would terminate.


•	In the event the IPUC approves a change to Idaho Power's Idaho-jurisdictional allowed return on equity as part of a general rate case proceeding seeking a rate change effective prior to January 1, 2020, the Idaho ROE thresholds (9.5 percent, 10.0 percent, and 10.5 percent) will be adjusted prospectively.

Idaho Power recorded no additional ADITC amortization or provision for sharing with customers during the first nine months of 2015 based on its estimate of Idaho ROE for the full-year 2015. Accordingly, the full $45 million of additional ADITC remains available for future use under the terms of the settlement stipulation.

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Idaho Power Cost Adjustment Mechanism Annual Filing

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 for future recovery or refund through retail rates. The power supply costs deferred primarily result from changes in contracted power purchase prices and volumes, changes in wholesale market prices and transaction volumes, fuel prices, and the levels of Idaho Power's own generation.

On May 28, 2015, the IPUC issued an order approving an $11.6 million net decrease in Idaho PCA rates, effective for the 2015-2016 PCA collection period from June 1, 2015 to May 31, 2016. The net decrease in Idaho PCA rates included the application of (a) a customer rate credit of $8.0 million for sharing of revenues with customers for the year 2014 under the terms of the December 2011 settlement stipulation, (b) a $1.5 million customer benefit relating to a change to the PCA methodology described below, and (c) $4.0 million of surplus Idaho energy efficiency rider funds.

Previously, on May 30, 2014, the IPUC issued an order approving 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 (a) $20.0 million of surplus Idaho energy efficiency rider funds, (b) $7.6 million of customer revenue sharing for the year 2013 under the December 2011 settlement stipulation, and (c) the shifting of $99.3 million in power supply expense from collection via the PCA mechanism to collection via base rates.

Idaho Fixed Cost Adjustment Mechanism Annual 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 rate 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 energy sales. On May 19, 2015, the IPUC issued an order approving an increase of $2.0 million in the FCA from $14.9 million to $16.9 million, with new rates effective for the period from June 1, 2015 through May 31, 2016. Previously, on May 30, 2014, the IPUC issued an order approving a $6.0 million increase in the FCA from $8.9 million to $14.9 million, effective for the period from June 1, 2014 through May 31, 2015.

IPUC Review of Annual Rate Adjustment Mechanisms

PCA Mechanism -- In July 2014, the IPUC opened a docket pursuant to which Idaho Power, the IPUC Staff, and other interested parties further evaluated Idaho Power's application of the true-up component of the PCA mechanism and whether a deferral balance adjustment was appropriate. While the IPUC's docket was closed in August 2014 with no adjustment to the PCA true-up revenue amount, Idaho Power subsequently met with the IPUC Staff to explore approaches to increasing the accuracy of the actual cost recovery under the PCA mechanism. On May 28, 2015, the IPUC approved a settlement stipulation that resulted in the replacement of the existing load-based adjustment used for determining the power cost deferrals under the PCA mechanism with a similar sales-based adjustment. The sales-based adjustment functions in the same manner as the existing load-based adjustment, but measures deviations between Idaho-specific test year sales and actual Idaho sales rather than deviations between test year loads and actual loads. The approved settlement stipulation provided that implementation of the new methodology was effective as of January 1, 2015.

FCA Mechanism -- Also in July 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 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. On May 6, 2015, the IPUC approved a settlement stipulation that modified the FCA mechanism by replacing weather-normalized billed sales with actual billed sales in the calculation of the FCA, applicable for the entirety of calendar year 2015 and thereafter, and reflected in FCA rates effective June 1, 2016.

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4. LONG-TERM DEBT

On March 6, 2015, Idaho Power issued $250 million in principal amount of 3.65% first mortgage bonds, secured medium-term notes, Series J, maturing on March 1, 2045. On April 23, 2015, Idaho Power redeemed, prior to maturity, $120 million in principal amount of 6.025% first mortgage bonds, medium-term notes, Series H due July 2018. In accordance with the redemption provisions of the notes, the redemption included Idaho Power's payment of a make-whole premium to the holders of the redeemed notes in the aggregate amount of approximately $17.9 million. Idaho Power used a portion of the net proceeds from the March 2015 sale of first mortgage bonds, medium-term notes to effect the redemption.

As of September 30, 2015, $250 million in principal amount of long-term debt securities remained available for issuance under a selling agency agreement executed in July 2013 and pursuant to state regulatory authority. On April 1, 2015 the IPUC approved a two-year extension of Idaho Power's state regulatory authorization to issue debt securities and first mortgage bonds, through April 9, 2017.

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. The terms and conditions of those credit facilities are as described in IDACORP's and Idaho Power's Annual Report on Form 10-K for the year ended December 31, 2014.

At September 30, 2015, no loans were outstanding under either IDACORP's or Idaho Power's facilities. At September 30, 2015, 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 September 30, 2015 and December 31, 2014:



	September 30, 2015									December 31, 2014
	Idaho Power			IDACORP			Total			Idaho Power			IDACORP			Total
Commercial paper outstanding	$	—		$	3,600		$	3,600		$	—		$	31,300		$	31,300
Weighted-average annual interest rate	—		%	0.56		%	0.56		%	—		%	0.43		%	0.43		%

6. COMMON STOCK

IDACORP Common Stock

During the nine months ended September 30, 2015, IDACORP issued 43,349 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 September 30, 2015, the

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leverage ratios for IDACORP and Idaho Power were 46 percent and 48 percent, respectively. Based on these restrictions, IDACORP’s and Idaho Power’s dividends were limited to $1.1 billion and $965 million, respectively, at September 30, 2015. 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 applicable company from any material subsidiary. At September 30, 2015, 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 September 30, 2015, Idaho Power's common equity capital was 52 percent of its total adjusted capital. Further, Idaho Power must obtain approval of the OPUC before it could directly or indirectly loan funds or issue notes or give credit on its books to IDACORP.

Idaho Power’s articles of incorporation contain restrictions on the payment of dividends on its common stock if preferred stock dividends are in arrears. 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.

7. EARNINGS PER SHARE

The table below presents the computation of IDACORP’s basic and diluted earnings per share for the three and nine months ended September 30, 2015 and 2014 (in thousands, except for per share amounts).



	Three months ended September 30,				Nine months ended September 30,
	2015		2014		2015		2014
Numerator:
Net income attributable to IDACORP, Inc.	$	73,336	$	86,889	$	162,847	$	158,832
Denominator:
Weighted-average common shares outstanding - basic	50,219		50,129		50,221		50,131
Effect of dilutive securities	105		91		61		53
Weighted-average common shares outstanding - diluted	50,324		50,220		50,282		50,184
Basic earnings per share	$	1.46	$	1.73	$	3.24	$	3.17
Diluted earnings per share	$	1.46	$	1.73	$	3.24	$	3.16

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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 nine months ended September 30, 2015, except as follows:


•	four power purchase agreements with a solar energy developer were terminated due to an uncured breach by the counterparty. Termination of the agreements reduced Idaho Power's contractual payment obligations by approximately $483 million over the 20-year lives of the terminated contracts;


•	the addition of seven power purchase agreements with solar and other alternative energy developers for projects with a combined nameplate capacity of approximately 45 MW. Payments pursuant to these new agreements are estimated to total $135 million from 2017 through 2036; and

•

Idaho Power entered into a long-term service agreement, conditioned upon the IPUC's approval of the agreement and acceptable accounting treatment, for maintenance services at three of Idaho Power's natural gas plants, with a total estimated obligation of $72 million over the term of the agreement. Idaho Power received IPUC approval of the agreement on October 5, 2015. However, Idaho Power reviewed and considered the implications of the IPUC's order, including the accounting treatment described in the order, and has requested reconsideration of certain aspects of the accounting treatment included in the IPUC's order. Accordingly, as of the date of this report the agreement has not become effective.

Guarantees

Through a self-bonding mechanism, Idaho Power guarantees its portion 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 $73 million at September 30, 2015, 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 September 30, 2015, the value of the reclamation trust fund was $69 million. During the nine months ended September 30, 2015, the reclamation trust fund distributed approximately $1 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 September 30, 2015, 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.

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

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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 in the Pacific Northwest markets 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."

Despite the speculative nature of ripple claims, the FERC has refused to dismiss Idaho Power and IESCo from the proceedings in the Pacific Northwest and refused to approve portions of two settlements that provided for waivers of claims in those proceedings, notwithstanding only limited objections from two market participants to one of the two settlements and no objections to the other settlement. Idaho Power and IESCo filed petitions for review 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. In September 2015, the Ninth Circuit Court of Appeals held that the FERC departed from its rules and precedent without explanation, and directed the FERC to reconsider its decision on the settlement petitions and issue a decision within sixty days of the issuance of the court's mandate.

Idaho Power and IESCo cannot predict whether the FERC will approve in full the settlements under reconsideration. If the FERC does not approve in full the settlements, Idaho Power and IESCo cannot predict whether the FERC will ultimately order that any refunds be made, which contracts would be subject to refunds, how the refund amount would be calculated, which refunds would trigger ripple claims, if any, and whether any party would seek to pursue ripple claims. Based on these uncertainties and Idaho Power's and IESCo's evaluation of the merits of ripple claims, 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 are unable to estimate the possible loss or range of loss that could result from the proceedings and 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.

Hoku Corporation Bankruptcy Claims

On June 26, 2015, the trustee in the Hoku Corporation chapter 7 bankruptcy case (In Re: Hoku Corporation, United States Bankruptcy Court, District of Idaho, Case No. 13-40838 JDP) filed a complaint against Idaho Power, alleging that specified payments made by Hoku Corporation to Idaho Power in the six years prior to Hoku Corporation's bankruptcy filing in July 2013 should be recoverable by the trustee as constructive fraudulent transfers. Hoku Corporation was the parent entity of Hoku Materials, Inc., with which Idaho Power had an electric service agreement approved by the IPUC in March 2009. Under the electric service agreement, Idaho Power agreed to provide electric service to a polysilicon production facility under construction by Hoku Materials in the state of Idaho. Idaho Power also had agreements with Hoku Materials pertaining to the design and construction of apparatus for the provision of electric service to the polysilicon plant. The trustee's complaint against Idaho Power includes alternative causes of action for constructive fraudulent transfer under the federal bankruptcy code, Idaho law, and federal law, with requests for recovery from Idaho Power in amounts up to approximately $36 million. The complaint alleges that the payments made by Hoku Corporation to Idaho Power are subject to recovery by the trustee on the basis that Hoku Corporation was insolvent at the time of the payments and did not have any legal or equitable title in the polysilicon plant or liability for Hoku Materials' debts, and thus did not receive reasonably equivalent value for the payments it made for or on behalf of Hoku Materials.

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As of the date of this report it is not possible to determine Idaho Power's potential liability, if any, or to reasonably estimate a possible loss or range of possible loss, if any, within the trustee's alternative prayers for relief. Idaho Power intends to vigorously defend against the claims.

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, record 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. However, Idaho Power does believe that future capital investment for infrastructure and modifications to its electric generating facilities could be significant to comply with these regulations.

10. 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 following table shows the components of net periodic benefit costs for the pension, SMSP, and postretirement benefits plans for the three months ended September 30, 2015 and 2014 (in thousands of dollars).



	Pension Plan						SMSP				Postretirement Benefits
	2015			2014			2015		2014		2015			2014
Service cost	$	8,291		$	6,323		$	422	$	411	$	308		$	252
Interest cost	8,792			8,853			967		964		670			711
Expected return on plan assets	(10,994		)	(10,561		)	—		—		(669		)	(648		)
Amortization of prior service cost	56			86			47		55		3			45
Amortization of net loss	3,482			978			1,048		654		—			—
Net periodic benefit cost	9,627			5,679			2,484		2,084		312			360
Adjustments due to the effects of regulation⁽¹⁾	(4,902		)	(1,140		)	—		—		—			—
Net periodic benefit cost recognized for financial reporting⁽¹⁾	$	4,725		$	4,539		$	2,484	$	2,084	$	312		$	360

⁽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 nine months ended September 30, 2015 and 2014 (in thousands of dollars).



	Pension Plan						SMSP				Postretirement Benefits
	2015			2014			2015		2014		2015			2014
Service cost	$	24,873		$	18,969		$	1,267	$	1,234	$	926		$	758
Interest cost	26,378			26,561			2,901		2,892		2,009			2,131
Expected return on plan assets	(31,733		)	(31,717		)	—		—		(2,010		)	(1,946		)
Amortization of prior service cost	166			260			139		165		11			137
Amortization of net loss	10,446			2,933			3,146		1,963		—			—
Net periodic benefit cost	30,130			17,006			7,453		6,254		936			1,080
Adjustments due to the effects of regulation⁽¹⁾	(15,873		)	(3,437		)	—		—		—			—
Net periodic benefit cost recognized for financial reporting⁽¹⁾	$	14,257		$	13,569		$	7,453	$	6,254	$	936		$	1,080

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During the nine months ended September 30, 2015, Idaho Power made $39 million in contributions to its defined benefit pension plan.

In October 2014, the Society of Actuaries released a new set of mortality tables referred to as RP-2014. Mortality tables are used by defined benefit plans to estimate the life expectancy of plan participants and the expected length of benefit payments in retirement. RP-2014 generally resulted in longer life expectancy than previous mortality tables. Idaho Power's measurement of its plan benefit obligations as of December 31, 2014, and its net periodic benefit cost for the nine months ended September 30, 2015, reflect the adoption of the new tables, which was not material.

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.

11. DERIVATIVE FINANCIAL INSTRUMENTS

Commodity Price Risk

Idaho Power is exposed to market risk relating to electricity, natural gas, and other fuel commodity prices, all of which are heavily influenced by supply and demand. Market risk may be influenced by market participants’ nonperformance of their contractual obligations and commitments, which affects the supply of or demand for the commodity. Idaho Power uses derivative instruments, such as physical and financial forward contracts, for both electricity and fuel to manage the risks relating to these commodity price exposures. The primary objectives of Idaho Power’s energy purchase and sale activity are to meet the demand of retail electric customers, maintain appropriate physical reserves to ensure reliability, and make economic use of temporary surpluses that may develop.

All of Idaho Power's derivative instruments have been entered into for the purpose of economically hedging forecasted purchases and sales, though none of these instruments have been designated as cash flow hedges. Idaho Power offsets fair value amounts recognized on its balance sheet and applies collateral related to derivative instruments executed with the same counterparty under the same master netting agreement. Idaho Power does not offset a counterparty's current derivative contracts with the counterparty's long-term derivative contracts, although Idaho Power's master netting arrangements would allow current and long-term positions to be offset in the event of default. Also, in the event of default, Idaho Power's master netting arrangements would allow for the offsetting of all transactions executed under the master netting arrangement. These types of transactions may include non-derivative instruments, derivatives qualifying for scope exceptions, receivables and payables arising from settled positions, and other forms of non-cash collateral (such as letters of credit). These types of transactions are excluded from the offsetting presented in the derivative fair value and offsetting table that follows.

The table below presents the gains and losses on derivatives not designated as hedging instruments for the three and nine months ended September 30, 2015 and 2014 (in thousands of dollars).



	Gain/(Loss) on Derivatives Recognized in Income⁽¹⁾
Location of Realized Gain/(Loss) on Derivatives Recognized in Income	Three months ended September 30,		Nine months ended September 30,
	Three months ended September 30,		Nine months ended September 30,
	2015	2014	2015	2014