Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Former name, former address and former fiscal year, if changed since last report. Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934 | | | Name of each exchange on which | | --- | --- | --- | | Title of each class | Trading Symbol(s) | registered | | Common Stock | IDA | New York Stock Exchange | Washington, D.C. 20549 FORM 10-Q | ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES | | | ...

Part I [Item 1. Business](index=7&type=section&id=Item%201.%20Business) IDACORP is a holding company whose principal subsidiary, Idaho Power, is a regulated electric utility providing generation, transmission, and distribution services [Overview](index=7&type=section&id=Overview) IDACORP is a holding company with Idaho Power as its primary regulated electric utility subsidiary, engaged in generation, transmission, and distribution - IDACORP, Inc. is a holding company whose principal operating subsidiary is **Idaho Power Company, a regulated electric utility**[21](index=21&type=chunk) - Idaho Power is engaged in the **generation, transmission, distribution, sale, and purchase of electric energy** and is **regulated by state commissions in Idaho and Oregon, and by the FERC**[22](index=22&type=chunk) - As of December 31, 2019, IDACORP had **1,985 full-time employees**, with **1,976 employed by Idaho Power**[22](index=22&type=chunk) [Utility Operations](index=7&type=section&id=Utility%20Operations) Idaho Power serves approximately 572,000 retail customers, with a strategy focused on financial strength, operational efficiency, and a goal for 100% clean energy by 2045 - As of December 31, 2019, Idaho Power served approximately **572,000 retail customers** in southern Idaho and eastern Oregon, with residential customers accounting for about **477,000 of the total**[25](index=25&type=chunk) IDACORP Business Strategy Cornerstones and Initiatives | Cornerstones | Initiatives | | :--- | :--- | | **Grow Financial Strength** | - Pursue New Investment and Revenue Opportunities<br>- Promote and Engage in Beneficial Electrification<br>- Maintain Shareholder Confidence<br>- Continue Focus on Productive Regulatory Outcomes | | **Improve the Core Business** | - Evaluate and Control Expenditures and Continue Efficient Operations<br>- Evaluate and Deploy Transformative Technology Solutions<br>- Continue Progress on Key Transmission Projects<br>- Continue Progress on Hydropower Relicensing Projects<br>- Continue Development of Regional Markets | | **Enhance Idaho Power's Brand** | - Enhance Idaho Power's Customers' Experience and Interactions<br>- Communicate Progress Toward Environmental and Community Goals<br>- Share Idaho Power's Story | | **Keep Employees Safe and Engaged** | - Continue Idaho Power's Strong Focus on Safety<br>- Facilitate Progress on Employee Engagement<br>- Evolve Workforce Development Strategy and Programs | Idaho Power Revenue and Sales Volume (2017-2019) | Category | 2019 (in thousands) | 2018 (in thousands) | 2017 (in thousands) | | :--- | :--- | :--- | :--- | | **Total Retail Revenues** | $1,130,611 | $1,175,152 | $1,205,976 | | **Total Electric Utility Operating Revenues** | $1,342,940 | $1,366,582 | $1,344,893 | | **Total Retail Energy Sales (thousand MWh)** | 14,537 | 14,587 | 14,571 | | **Total Energy Sales (thousand MWh)** | 17,388 | 17,450 | 16,707 | Idaho Power Supply Mix (2017-2019) | Power Source | 2019 (MWh) | 2018 (MWh) | 2017 (MWh) | 2019 (% of Total Gen) | 2018 (% of Total Gen) | 2017 (% of Total Gen) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Hydropower plants | 8,294,000 | 8,682,000 | 8,900,000 | 62% | 65% | 65% | | Coal-fired plants | 3,012,000 | 3,274,000 | 3,284,000 | 22% | 24% | 24% | | Natural gas-fired plants | 2,114,000 | 1,408,000 | 1,504,000 | 16% | 11% | 11% | | **Total System Generation** | **13,420,000** | **13,364,000** | **13,688,000** | **100%** | **100%** | **100%** | | **Total Purchased Power** | 5,200,000 | 5,431,000 | 4,242,000 | | | | | **Total Power Supply** | **18,620,000** | **18,795,000** | **17,930,000** | | | | - Idaho Power announced a goal to provide its customers with **100-percent clean energy by 2045**[78](index=78&type=chunk) [Other Subsidiaries](index=18&type=section&id=Other%20Subsidiaries) IDACORP's non-utility subsidiaries, IFS and Ida-West Energy, focus on affordable housing investments and small hydropower projects, respectively - IDACORP Financial Services, Inc. (IFS) invests in affordable housing, generating tax credits of **$2.9 million in 2019** and reducing IDACORP's income tax expense by **$3.2 million**[81](index=81&type=chunk) - Ida-West Energy Company operates nine small hydropower projects, with Idaho Power purchasing approximately **$9 million of power** from its four Idaho-based projects in 2019[82](index=82&type=chunk) [Information about our Executive Officers](index=18&type=section&id=Information%20about%20our%20Executive%20Officers) This section lists IDACORP and Idaho Power executive officers, including Darrel T. Anderson as President and CEO of IDACORP, and Lisa A. Grow as President of Idaho Power - The report provides a list of executive officers for IDACORP and Idaho Power, detailing their positions and recent business experience[83](index=83&type=chunk) - **Darrel T. Anderson** serves as President and CEO of IDACORP, Inc. and CEO of Idaho Power Company[85](index=85&type=chunk) - **Lisa A. Grow** was appointed President of Idaho Power Company in October 2019[85](index=85&type=chunk) [Item 1A. Risk Factors](index=20&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant regulatory, operational, legal, compliance, and financial risks, compounded by its concentration in a single industry and region [Utility-Specific Regulatory Risks](index=20&type=section&id=Utility-Specific%20Regulatory%20Risks) The company's financial health depends on regulatory decisions, with risks of insufficient rate approvals and potential modification of cost recovery mechanisms - The prices authorized by the IPUC, OPUC, and FERC are the most significant factors influencing the company's financial condition, with risks of regulators not allowing **timely or sufficient recovery of costs**[90](index=90&type=chunk) - Power cost and fixed cost adjustment mechanisms, which mitigate volatility, are subject to change or elimination by regulators, potentially harming the company's **financial condition and cash flows**[94](index=94&type=chunk) [Operational Risks](index=21&type=section&id=Operational%20Risks) The company faces operational risks from changing customer usage, severe weather, climate change, cyber-attacks, project delays, hydropower variability, and facility failures - Changes in customer usage, influenced by energy efficiency and customer-owned generation, pose a risk to revenue, with average monthly usage per residential customer declining from **1,039 kWh in 2010 to 936 kWh in 2019**[96](index=96&type=chunk) - Weather conditions, severe storms, and climate change impacts like droughts and wildfires can damage facilities, increase costs, and affect **hydropower generation levels**[99](index=99&type=chunk)[100](index=100&type=chunk) - The company's generation, transmission, and grid operations are potential targets for cyber-attacks and terrorism, which could **disrupt service and lead to significant costs**[105](index=105&type=chunk) - Heavy reliance on hydropower (**62% of owned generation in 2019**) exposes the company to risks from variable water conditions in the Snake River basin, which can increase reliance on more expensive power sources[110](index=110&type=chunk) - Operational risks include equipment failures, accidents, and wildfires caused by infrastructure, which could lead to **significant liability for personal injury, property damage, and repair costs** that may not be fully covered by insurance or recovered in rates[113](index=113&type=chunk)[114](index=114&type=chunk) [Legal and Compliance Risks](index=26&type=section&id=Legal%20and%20Compliance%20Risks) The company is exposed to evolving tax, utility, and environmental legislation, costly hydropower relicensing, and penalties for non-compliance with reliability standards - Changes in federal, state, and local legislation regarding tax reform, utility regulation, and environmental policy could **significantly impact the business**[117](index=117&type=chunk) - Extensive environmental laws related to air/water quality and endangered species can increase operating costs, require substantial investment in pollution controls, and potentially render some generating units uneconomical[120](index=120&type=chunk) - The federal relicensing process for hydropower projects, particularly the Hells Canyon Complex, is a major undertaking that may result in **large capital expenditures, increased operating costs, and reduced generation**[124](index=124&type=chunk) - As an owner and operator of a bulk power transmission system, Idaho Power is subject to mandatory reliability and security standards, and violations can result in **substantial penalties, potentially exceeding $1.3 million per day per violation**[126](index=126&type=chunk) [Financial and Investment Risks](index=28&type=section&id=Financial%20and%20Investment%20Risks) Financial stability is subject to market disruptions, credit rating downgrades, LIBOR transition, commodity hedging effectiveness, and pension funding obligations impacting cash flows - Volatility in financial markets may negatively affect the ability to access capital, draw on credit facilities, or issue debt on **favorable terms**[129](index=129&type=chunk) - A downgrade in credit ratings could limit access to capital markets, increase borrowing costs, and require posting **additional collateral with counterparties**[132](index=132&type=chunk) - The planned replacement of LIBOR by the end of 2021 could **increase interest rates on borrowings** under the company's credit facilities[133](index=133&type=chunk) - The performance of pension plan assets and changes in actuarial assumptions can significantly affect **plan costs and funding obligations**, impacting cash flows[136](index=136&type=chunk)[137](index=137&type=chunk) - As a holding company, IDACORP relies on cash flows, primarily **dividends from Idaho Power**, to pay its own dividends and service its debt[140](index=140&type=chunk) [General Risks](index=31&type=section&id=General%20Risks) The company faces general business risks from a lack of diversification in its industry and region, and the potential loss of specialized skills due to a retiring workforce - The company's operations are concentrated in the electricity industry and a single geographic region, exposing it to risks from a **lack of diversification and regional economic conditions**[142](index=142&type=chunk) - A significant portion of the skilled workforce is nearing retirement, with approximately **22% of Idaho Power employees eligible for retirement** at the end of 2019, posing a risk of losing institutional knowledge and specialized skills[143](index=143&type=chunk) [Item 2. Properties](index=32&type=section&id=Item%202.%20Properties) Idaho Power's properties include 17 hydropower plants, three natural gas-fired plants, and interests in three coal-fired plants, totaling 3,542 MW, along with extensive transmission and distribution lines Idaho Power Generating Facilities and Nameplate Capacity | Type | Project/Plant | Total Capacity (kW) | | :--- | :--- | :--- | | **Hydropower** | 17 Projects (incl. Hells Canyon Complex) | 1,795,645 | | **Steam and Other** | | | | | Jim Bridger (coal-fired, 1/3 interest) | 770,501 | | | North Valmy Unit 2 (coal-fired, 50% interest) | 145,000 | | | Boardman (coal-fired, 10% interest) | 64,200 | | | Danskin (gas-fired) | 270,900 | | | Langley Gulch (gas-fired) | 318,452 | | | Bennett Mountain (gas-fired) | 172,800 | | | Salmon (diesel) | 5,000 | | **Total Steam and Other** | | **1,746,853** | | **Total Generation** | | **3,542,498** | - As of December 31, 2019, Idaho Power's system includes approximately **4,830 pole-miles of high-voltage transmission lines** and **27,968 pole-miles of distribution lines**[150](index=150&type=chunk) Part II [Item 5. Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities](index=35&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity,%20Related%20Stockholder%20Matters,%20and%20Issuer%20Purchases%20of%20Equity%20Securities) IDACORP's common stock trades on the NYSE under 'IDA', with 8,583 holders of record, and has outperformed the S&P 500 and EEI Electric Utilities Index over five years - IDACORP's common stock is traded on the NYSE under the symbol '**IDA**'[167](index=167&type=chunk) - As of February 14, 2020, there were **8,583 holders of record**[167](index=167&type=chunk) Five-Year Cumulative Total Shareholder Return Comparison | Index | 2014 ($) | 2015 ($) | 2016 ($) | 2017 ($) | 2018 ($) | 2019 ($) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | **IDACORP** | $100.00 | $105.85 | $128.94 | $150.12 | $156.97 | $184.73 | | **S&P 500** | $100.00 | $101.37 | $113.49 | $138.25 | $132.18 | $173.79 | | **EEI Electric Utilities Index** | $100.00 | $96.10 | $112.86 | $126.08 | $130.71 | $164.42 | [Item 6. Selected Financial Data](index=37&type=section&id=Item%206.%20Selected%20Financial%20Data) This section provides a five-year summary of IDACORP's key financial data, highlighting consistent growth in net income and diluted earnings per share, with total assets exceeding $6.6 billion by 2019 IDACORP, Inc. Summary of Operations (2015-2019) | (in thousands, except per share amounts) | 2019 (in thousands) | 2018 (in thousands) | 2017 (in thousands) | 2016 (in thousands) | 2015 (in thousands) | | :--- | :--- | :--- | :--- | :--- | :--- | | **Operating revenues** | $1,346,383 | $1,370,752 | $1,349,486 | $1,262,020 | $1,270,289 | | **Operating income** | $298,326 | $296,922 | $315,545 | $283,582 | $297,048 | | **Net income attributable to IDACORP, Inc.** | $232,854 | $226,801 | $212,419 | $198,288 | $194,679 | | **Diluted earnings per share** | $4.61 | $4.49 | $4.21 | $3.94 | $3.87 | | **Dividends declared per share** | $2.56 | $2.40 | $2.24 | $2.08 | $1.92 | | **Total assets** | $6,641,201 | $6,382,754 | $6,045,405 | $6,289,897 | $6,023,314 | | **Long-term debt (including current portion)** | $1,836,659 | $1,834,788 | $1,746,123 | $1,745,678 | $1,726,474 | [Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=38&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations%20(MD%26A)) IDACORP's 2019 net income increased to $232.9 million, driven by customer growth and lower O&M, with significant capital investments planned and ongoing regulatory and environmental challenges [Executive Overview](index=38&type=section&id=Executive%20Overview) IDACORP's net income rose to $232.9 million in 2019, driven by customer growth, partially offset by lower per-customer usage, alongside achievements in safety and clean energy goals IDACORP Financial Results Summary (2017-2019) | (in thousands, except per share) | 2019 (in thousands) | 2018 (in thousands) | 2017 (in thousands) | | :--- | :--- | :--- | :--- | | **Idaho Power net income** | $224,437 | $222,334 | $206,347 | | **Net income attributable to IDACORP, Inc.** | $232,854 | $226,801 | $212,419 | | **IDACORP, Inc. earnings per diluted share** | $4.61 | $4.49 | $4.21 | - The increase in 2019 net income was primarily driven by **customer growth of 2.5%**, which was partially offset by lower usage per retail customer, especially from irrigation customers due to weather conditions[183](index=183&type=chunk)[184](index=184&type=chunk) - Key 2019 achievements include a **13% cumulative annual total shareholder return** over three years, a dividend increase, the planned exit from North Valmy unit 1, and a new goal for **100% clean energy by 2045**[182](index=182&type=chunk) [Results of Operations](index=42&type=section&id=Results%20of%20Operations) In 2019, retail revenues decreased due to lower per-customer usage and rate changes, while wholesale energy revenue increased due to higher market prices, and fuel expense rose from increased natural gas generation - Retail revenues decreased by **$44.5 million in 2019**, driven by lower per-customer usage (down **$30.9 million**) and rate changes (down **$3.8 million**), partially offset by customer growth (up **$27.0 million**)[210](index=210&type=chunk) - Wholesale energy revenue increased **35% to $71.2 million in 2019**, as a **39% increase in the average sales price per MWh** more than offset a **3% decrease in sales volume**[211](index=211&type=chunk) - Purchased power expense decreased by **$8.5 million (3%) in 2019** due to lower volumes of non-PURPA power purchases[217](index=217&type=chunk) - Fuel expense increased by **$23.7 million (18%) in 2019**, primarily due to a **50% increase in natural gas generation volume** and higher average costs per MWh for natural gas[221](index=221&type=chunk) [Liquidity and Capital Resources](index=47&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintains strong liquidity to fund over $1.6 billion in capital expenditures through 2024, supported by operating cash flow, debt, and equity, while targeting a 60% to 70% dividend payout ratio - Operating cash flow for IDACORP decreased by **$125 million in 2019 to $367 million**, primarily due to changes in regulatory assets and liabilities related to power supply cost recovery[237](index=237&type=chunk) Estimated Capital Expenditures (2020-2024, excluding AFUDC) | (in millions of dollars) | 2020 (million $) | 2021 (million $) | 2022-2024 (million $) | | :--- | :--- | :--- | :--- | | **Expected capital expenditures** | $300 - $310 | $305 - $315 | $1,000 - $1,050 | - The Boardman-to-Hemingway transmission project is a major capital initiative with an estimated total cost of **$1.0 to $1.2 billion** and an expected in-service date of **2026 or later**[268](index=268&type=chunk)[272](index=272&type=chunk) - The company has a dividend policy targeting a long-term payout ratio of **60% to 70% of sustainable earnings**, with the quarterly dividend increased to **$0.67 per share** in September 2019[292](index=292&type=chunk)[293](index=293&type=chunk) [Regulatory Matters](index=57&type=section&id=Regulatory%20Matters) Idaho Power's operations are heavily influenced by IPUC, OPUC, and FERC actions, including the 2018 Idaho Tax Reform Settlement, an earnings sharing mechanism, and approvals for coal plant exit and Hells Canyon relicensing - The May 2018 Idaho Tax Reform Settlement Stipulation provided an annual **$18.7 million reduction to Idaho customer base rates** and extended an earnings support and sharing mechanism indefinitely[311](index=311&type=chunk)[312](index=312&type=chunk) - The earnings sharing mechanism, effective Jan 1, 2020, allows for additional ADITC amortization if Idaho ROE is below **9.4%** and requires sharing of earnings above **10.0% ROE** with customers[507](index=507&type=chunk) - The company received regulatory approval in Idaho and Oregon for settlement stipulations allowing for **accelerated depreciation and cost recovery** related to the planned exit from the North Valmy coal-fired power plant[316](index=316&type=chunk)[317](index=317&type=chunk) - In April 2019, a settlement was reached with Idaho and Oregon regarding the Clean Water Act Section 401 certification for the Hells Canyon Complex relicensing, resolving a conflict over **fish passage requirements**[328](index=328&type=chunk) [Environmental Matters](index=64&type=section&id=Environmental%20Matters) The company is subject to extensive environmental regulations, including the Endangered Species Act impacting projects, climate change rules affecting fossil fuel generation, and Clean Air Act compliance driving coal plant exits - The listing of species under the Endangered Species Act, such as sage grouse and slickspot peppergrass, can adversely impact the construction and permitting of major transmission projects like Boardman-to-Hemingway and Gateway West[344](index=344&type=chunk)[348](index=348&type=chunk)[352](index=352&type=chunk) - Federal and state regulations on greenhouse gas (GHG) emissions, such as the EPA's ACE rule, create uncertainty for fossil fuel generation and have contributed to the decision to retire coal-fired plants[356](index=356&type=chunk)[360](index=360&type=chunk) - Compliance with Clean Air Act rules, including MATS and Regional Haze, has required investments in emission controls and was a factor in the decisions to cease coal-fired operations at the Boardman and North Valmy plants[366](index=366&type=chunk)[370](index=370&type=chunk) [Critical Accounting Policies and Estimates](index=70&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) The company's financial statements rely on critical accounting policies and estimates, including rate regulation, income taxes, and pension/postretirement benefits, which require significant management judgment and actuarial assumptions - Accounting for Rate Regulation is a critical policy, allowing the deferral of costs and revenues; at year-end 2019, Idaho Power had approximately **$1.4 billion in regulatory assets** and **$0.8 billion in regulatory liabilities**[378](index=378&type=chunk)[379](index=379&type=chunk) - Pension and postretirement benefit costs are highly sensitive to actuarial assumptions; for 2020, the pension discount rate decreased from **4.55% to 3.60%**, and the long-term rate of return on assets decreased from **7.5% to 7.4%**[386](index=386&type=chunk)[388](index=388&type=chunk) - A **0.5% decrease in the pension plans' discount rate** would have increased the combined benefit obligation by **$110.0 million** as of December 31, 2019[390](index=390&type=chunk) [Item 7A. Quantitative and Qualitative Disclosures About Market Risk](index=73&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) IDACORP and Idaho Power are exposed to interest rate, commodity price, credit, and equity price risks, managed through debt mix, regulatory mechanisms, hedging, credit limits, and collateral requirements - The company is exposed to interest rate risk; as of December 31, 2019, a **one-percentage-point decline in market interest rates** would increase the fair value of the company's **$1.8 billion in fixed-rate debt by approximately $262.2 million**[399](index=399&type=chunk) - Commodity price risk from electricity and fuel is largely mitigated by Idaho and Oregon power cost adjustment mechanisms and a formal risk management program[400](index=400&type=chunk)[402](index=402&type=chunk) - The company faces credit risk with market counterparties; if Idaho Power's credit rating were downgraded to below investment grade, it could be required to post approximately **$10.3 million in additional collateral** as of December 31, 2019[406](index=406&type=chunk) [Item 8. Financial Statements and Supplementary Data](index=75&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents consolidated financial statements for IDACORP and Idaho Power, including income statements, balance sheets, cash flows, and equity, along with detailed notes and independent auditor reports [IDACORP, Inc. Financial Statements](index=76&type=section&id=IDACORP,%20Inc.%20Financial%20Statements) For 2019, IDACORP, Inc. reported total operating revenues of $1.35 billion and net income of $232.9 million ($4.61 per diluted share), with total assets of $6.64 billion and shareholders' equity of $2.46 billion IDACORP, Inc. Consolidated Statement of Income Highlights (2019 vs 2018) | (in thousands) | 2019 (in thousands) | 2018 (in thousands) | | :--- | :--- | :--- | | **Total operating revenues** | $1,346,383 | $1,370,752 | | **Operating Income** | $298,326 | $296,922 | | **Net Income Attributable to IDACORP, Inc.** | $232,854 | $226,801 | IDACORP, Inc. Consolidated Balance Sheet Highlights (As of Dec 31) | (in thousands) | 2019 (in thousands) | 2018 (in thousands) | | :--- | :--- | :--- | | **Total current assets** | $565,146 | $597,640 | | **Property, plant and equipment - net** | $4,531,454 | $4,395,735 | | **Total assets** | $6,641,201 | $6,382,754 | | **Total current liabilities** | $374,859 | $258,592 | | **Long-Term Debt** | $1,736,659 | $1,834,788 | | **Total IDACORP, Inc. shareholders' equity** | $2,464,628 | $2,370,360 | | **Total liabilities and equity** | $6,641,201 | $6,382,754 | [Idaho Power Company Financial Statements](index=82&type=section&id=Idaho%20Power%20Company%20Financial%20Statements) For 2019, Idaho Power Company reported operating revenues of $1.34 billion and net income of $224.4 million, with total assets of $6.49 billion and common stock equity of $2.28 billion Idaho Power Company Consolidated Statement of Income Highlights (2019 vs 2018) | (in thousands) | 2019 (in thousands) | 2018 (in thousands) | | :--- | :--- | :--- | | **Operating Revenues** | $1,342,940 | $1,366,582 | | **Income from Operations** | $299,603 | $297,323 | | **Net Income** | $224,437 | $222,334 | Idaho Power Company Consolidated Balance Sheet Highlights (As of Dec 31) | (in thousands) | 2019 (in thousands) | 2018 (in thousands) | | :--- | :--- | :--- | | **Electric plant - net** | $4,514,155 | $4,378,085 | | **Total assets** | $6,494,159 | $6,254,400 | | **Total common stock equity** | $2,275,559 | $2,194,439 | | **Long-term debt** | $1,736,659 | $1,834,788 | | **Total capitalization and liabilities** | $6,494,159 | $6,254,400 | [Notes to Consolidated Financial Statements](index=88&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes detail accounting policies, regulatory matters, debt, commitments, contingencies, and benefit plans, including the application of specialized rules for cost-based rate regulation and new revenue/lease accounting standards - The financial statements are prepared applying specialized rules for cost-based rate regulation, which results in the recording of regulatory assets (probable future revenue) and regulatory liabilities (probable future refunds or credits)[452](index=452&type=chunk) - The company adopted the new revenue recognition standard (Topic 606) on January 1, 2018, which did not materially change the timing or amount of revenue recognized[460](index=460&type=chunk) - The company adopted the new lease accounting standard (Topic 842) on January 1, 2019, which did not have a material impact on the financial statements[473](index=473&type=chunk) [Item 9A. Controls and Procedures](index=132&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management of both IDACORP and Idaho Power concluded that their disclosure controls and internal control over financial reporting were effective as of December 31, 2019, with unqualified audit opinions - Management of both IDACORP and Idaho Power concluded that their respective **disclosure controls and procedures were effective** as of December 31, 2019[671](index=671&type=chunk)[685](index=685&type=chunk) - Based on an assessment using the COSO framework, management of both IDACORP and Idaho Power concluded that their **internal control over financial reporting was effective** as of December 31, 2019[674](index=674&type=chunk)[688](index=688&type=chunk) - No changes in internal control over financial reporting occurred during the fourth quarter of 2019 that materially affected, or are reasonably likely to materially affect, internal controls[698](index=698&type=chunk) Part III [Items 10-14](index=136&type=section&id=Items%2010-14) Information for Items 10-14, covering directors, executive compensation, security ownership, and accountant fees, is largely incorporated by reference from IDACORP's 2020 proxy statement - Information regarding directors, executive compensation, and corporate governance is incorporated by reference from the company's definitive proxy statement[702](index=702&type=chunk)[704](index=704&type=chunk)[710](index=710&type=chunk) Equity Compensation Plan Information (as of Dec 31, 2019) | Plan Category | Securities to be issued upon exercise | Weighted-average exercise price ($) | Securities remaining available for future issuance | | :--- | :--- | :--- | :--- | | **Equity compensation plans approved by shareholders** | 232,550 | $ — | 613,394 | | **Equity compensation plans not approved by shareholders** | — | $ — | — | | **Total** | **232,550** | **$ —** | **613,394** | Idaho Power Principal Accountant Fees | Fee Type | 2019 ($) | 2018 ($) | | :--- | :--- | :--- | | Audit fees | $1,515,701 | $1,437,100 | | Audit-related fees | $3,927 | $29,550 | | Tax fees | $3,993 | $26,125 | | All other fees | $1,895 | $1,895 | | **Total** | **$1,525,516** | **$1,494,670** | Part IV [Item 15. Exhibits and Financial Statement Schedules](index=138&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section provides a comprehensive index of all exhibits filed with the Form 10-K, including governing documents, material contracts, debt instruments, compensation plans, and various certifications - This section provides a comprehensive index of all exhibits filed with the Form 10-K, including articles of incorporation, bylaws, debt indentures, credit agreements, and executive compensation plans[723](index=723&type=chunk)[725](index=725&type=chunk)[727](index=727&type=chunk)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q | ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES | | | --- | --- | --- | | | EXCHANGE ACT OF 1934 | | | | For the quarterly period ended September 30, 2019 | | | | 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 ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q | ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES | | | --- | --- | --- | | | EXCHANGE ACT OF 1934 | | | | For the quarterly period ended June 30, 2019 | | | | 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. ...

Part I. Financial Information [Item 1. Financial Statements (unaudited)](index=8&type=section&id=Item%201.%20Financial%20Statements%20(unaudited)) This section presents the unaudited condensed consolidated financial statements for IDACORP, Inc. and Idaho Power Company for Q1 2019 [IDACORP, Inc. Financial Statements](index=8&type=section&id=IDACORP%2C%20Inc.%20Financial%20Statements) IDACORP, Inc. reported Q1 2019 net income of **$42.7 million** ($0.84/share), an increase from **$36.1 million** ($0.72/share) in Q1 2018 IDACORP, Inc. Condensed Consolidated Statements of Income (Q1 2019 vs Q1 2018) | Metric | Q1 2019 (in thousands) | Q1 2018 (in thousands) | | :--- | :--- | :--- | | **Total operating revenues** | **$350,319** | **$310,107** | | Operating Income | $58,119 | $50,589 | | **Net Income Attributable to IDACORP, Inc.** | **$42,686** | **$36,142** | | Earnings Per Share - Diluted | $0.84 | $0.72 | IDACORP, Inc. Condensed Consolidated Balance Sheet Highlights | Metric | March 31, 2019 (in thousands) | Dec 31, 2018 (in thousands) | | :--- | :--- | :--- | | Total Assets | $6,387,815 | $6,382,754 | | Total Liabilities | $4,002,177 | $4,006,943 | | Total Equity | $2,385,638 | $2,375,811 | IDACORP, Inc. Condensed Consolidated Statements of Cash Flows | Metric | Q1 2019 (in thousands) | Q1 2018 (in thousands) | | :--- | :--- | :--- | | Net cash provided by operating activities | $56,999 | $91,738 | | Net cash used in investing activities | ($56,732) | ($44,693) | | Net cash (used in) provided by financing activities | ($36,417) | $183,583 | [Idaho Power Company Financial Statements](index=16&type=section&id=Idaho%20Power%20Company%20Financial%20Statements) Idaho Power Company, the primary subsidiary, reported a net income of **$41.6 million** for Q1 2019, up from **$35.9 million** in Q1 2018 Idaho Power Company Condensed Consolidated Statements of Income (Q1 2019 vs Q1 2018) | Metric | Q1 2019 (in thousands) | Q1 2018 (in thousands) | | :--- | :--- | :--- | | **Operating Revenues** | **$349,771** | **$309,461** | | Income from Operations | $58,734 | $51,120 | | **Net Income** | **$41,584** | **$35,857** | Idaho Power Company Condensed Consolidated Balance Sheet Highlights | Metric | March 31, 2019 (in thousands) | Dec 31, 2018 (in thousands) | | :--- | :--- | :--- | | Total Assets | $6,254,189 | $6,254,400 | | Total Capitalization and Liabilities | $6,254,189 | $6,254,400 | Idaho Power Company Condensed Consolidated Statements of Cash Flows | Metric | Q1 2019 (in thousands) | Q1 2018 (in thousands) | | :--- | :--- | :--- | | Net cash provided by operating activities | $54,447 | $89,436 | | Net cash used in investing activities | ($56,732) | ($44,687) | | Net cash (used in) provided by financing activities | ($32,054) | $187,269 | [Notes to Condensed Consolidated Financial Statements](index=22&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Notes provide detailed explanations of accounting policies, regulatory matters, revenue recognition, income taxes, and commitments - The company adopted ASU 2016-02, Leases (Topic 842), on January 1, 2019, which did not have a **material impact** on its financial statements as neither IDACORP nor Idaho Power has material lease agreements[63](index=63&type=chunk) - In April 2019, Idaho Power filed for a **$50.1 million net decrease** in Idaho-jurisdiction power cost adjustment (PCA) revenues for the June 2019 - May 2020 period, reflecting reduced power supply costs and customer credits[74](index=74&type=chunk) - In March 2019, Idaho Power requested IPUC approval for an agreement with NV Energy to exit the Valmy coal-fired power plant and to recover an associated **$1.2 million incremental annual revenue requirement**[77](index=77&type=chunk) - At March 31, 2019, IDACORP's and Idaho Power's leverage ratios were **44%** and **46%** respectively, well below the **65%** covenant limit, allowing for dividend payments up to **$1.4 billion** and **$1.2 billion**[84](index=84&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=37&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses Q1 2019 financial results, attributing IDACORP's net income increase to Idaho Power's higher earnings from customer growth and usage [Executive Overview](index=37&type=section&id=Executive%20Overview) IDACORP's Q1 2019 net income rose to **$42.7 million** ($0.84/share), driven by Idaho Power's increased earnings from customer growth and higher usage Summary of Financial Results (Q1 2019 vs Q1 2018) | Metric | Q1 2019 | Q1 2018 | | :--- | :--- | :--- | | Idaho Power net income | $41.6 million | $35.9 million | | Net income attributable to IDACORP, Inc. | $42.7 million | $36.1 million | | IDACORP, Inc. earnings per diluted share | $0.84 | $0.72 | - Idaho Power announced a goal to provide **100% clean energy by 2045**, building on its history as a clean-energy leader[150](index=150&type=chunk)[152](index=152&type=chunk) - The company anticipates total capital expenditures of approximately **$1.5 billion** over the five-year period from 2019 through 2023[150](index=150&type=chunk)[204](index=204&type=chunk) [Results of Operations](index=41&type=section&id=Results%20of%20Operations) Retail sales volumes in Q1 2019 increased by **4%** due to customer growth and higher usage, while wholesale energy revenues surged by **$33.4 million** - Retail sales volumes increased by **4%** in Q1 2019 compared to Q1 2018, driven by a **2.4%** growth in customer numbers and a **3%** increase in residential usage per customer due to colder weather[175](index=175&type=chunk) Wholesale Energy Sales (Q1 2019 vs Q1 2018) | Metric | Q1 2019 | Q1 2018 | | :--- | :--- | :--- | | Wholesale energy revenues | $47.2 million | $13.8 million | | Wholesale MWh sold | 860,000 | 860,000 | | Wholesale energy revenues per MWh | $54.90 | $16.01 | - Fuel expense increased by **$24.1 million (87%)** in Q1 2019, driven by a more than doubling of thermal generation volumes to offset a **23%** decrease in hydroelectric generation[196](index=196&type=chunk) - Transmission wheeling-related revenues increased by **$4.0 million (34%)** due to higher wheeling volumes from regional market activity[187](index=187&type=chunk) [Liquidity and Capital Resources](index=46&type=section&id=Liquidity%20and%20Capital%20Resources) IDACORP's Q1 2019 operating cash flow decreased by **$35 million** to **$57 million**, with **$280-$290 million** in capital expenditures planned for 2019 - Operating cash flows for Q1 2019 decreased by **$35 million** for both IDACORP and Idaho Power compared to Q1 2018, primarily due to changes in working capital balances like accounts receivable and payable[210](index=210&type=chunk)[212](index=212&type=chunk) Estimated Capital Expenditures (2019-2023, in millions) | Period | Expected Capital Expenditures (excluding AFUDC) | | :--- | :--- | | 2019 | $280 - $290 | | 2020 | $285 - $300 | | 2021-2023 | $875 - $925 | - The Boardman-to-Hemingway transmission line project is now expected to have an in-service date of **2026 or beyond**, with total cost estimates between **$1.0 billion** and **$1.2 billion**[238](index=238&type=chunk)[241](index=241&type=chunk) - As of March 31, 2019, IDACORP and Idaho Power had available short-term borrowing liquidity of **$100 million** and **$275.8 million**, respectively[230](index=230&type=chunk) [Regulatory Matters](index=52&type=section&id=Regulatory%20Matters) This section details key regulatory filings, including a requested **$50.1 million** decrease in PCA and the status of the Hells Canyon Complex relicensing Notable Pending Retail Rate Changes (as of Q1 2019) | Filing | Status | Estimated Rate Impact | | :--- | :--- | :--- | | Power Cost Adjustment (PCA) - Idaho | Filed April 2019; Pending | $50.1 million decrease | | Fixed Cost Adjustment (FCA) - Idaho | Filed March 2019; Pending | $19.2 million increase | | Valmy Plant Agreement - Idaho | Filed March 2019; Pending | $1.2 million annual increase | - A settlement was reached with Idaho and Oregon regarding the Hells Canyon Complex (HCC) relicensing, which removes the fish passage requirement for at least **20 years** in exchange for expanded hatchery production and research funding[261](index=261&type=chunk) - Idaho Power expects the FERC to issue a new license for the HCC no earlier than **2022**. Relicensing costs of **$304 million** were included in construction work in progress as of March 31, 2019[261](index=261&type=chunk)[262](index=262&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=57&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's market risk exposure remains largely unchanged, with key risks in interest rates, commodity prices, and credit risk - As of March 31, 2019, IDACORP had **$1.8 billion** in fixed-rate debt with a fair market value of approximately **$1.9 billion**[277](index=277&type=chunk) - Commodity price risk from utility operations is largely mitigated by Idaho Power's power cost adjustment mechanisms in Idaho and Oregon[278](index=278&type=chunk) - If Idaho Power's credit rating were downgraded to below investment grade, it could be required to post approximately **$6.5 million** in additional collateral for its energy and fuel portfolio as of March 31, 2019[280](index=280&type=chunk) [Item 4. Controls and Procedures](index=58&type=section&id=Item%204.%20Controls%20and%20Procedures) Disclosure controls and procedures were effective as of March 31, 2019, with no material changes in internal control over financial reporting - The CEOs and CFOs of both IDACORP and Idaho Power concluded that their disclosure controls and procedures were **effective** as of March 31, 2019[284](index=284&type=chunk)[285](index=285&type=chunk) - No changes in internal control over financial reporting occurred during the quarter that materially affected, or are reasonably likely to materially affect, the companies' internal controls[286](index=286&type=chunk) Part II. Other Information [Item 1. Legal Proceedings](index=59&type=section&id=Item%201.%20Legal%20Proceedings) The company reported no material legal proceedings for the period - None[289](index=289&type=chunk) [Item 1A. Risk Factors](index=59&type=section&id=Item%201A.%20Risk%20Factors) There were no material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K - The risk factors discussed in the Annual Report on Form 10-K for the year ended December 31, 2018, remain relevant and have not materially changed[290](index=290&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=59&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) IDACORP repurchased **42,202** shares of common stock at an average price of **$97.32** per share, primarily for tax obligations Issuer Purchases of Equity Securities (Q1 2019) | Period | Total Shares Purchased | Average Price Paid per Share | | :--- | :--- | :--- | | Jan 2019 | 9,423 | $90.02 | | Feb 2019 | 32,779 | $99.42 | | Mar 2019 | 0 | - | | **Total** | **42,202** | **$97.32** | - The repurchased shares were withheld to satisfy tax obligations upon the vesting of restricted stock and were not part of a publicly announced repurchase plan[292](index=292&type=chunk) [Item 4. Mine Safety Disclosures](index=59&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) Mine safety disclosures required by the Dodd-Frank Act are provided in Exhibit 95.1 of the report - Mine safety disclosures required by Section 1503(a) of the Dodd-Frank Act are provided in Exhibit 95.1[295](index=295&type=chunk) [Item 6. Exhibits](index=60&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including officer certifications and XBRL data files - The report includes a list of all exhibits filed, such as CEO/CFO certifications and XBRL data[299](index=299&type=chunk)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 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 in | | | --- | --- | | Commi ...