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| Common Stock | COMMON STOCK IDACORP Common Stock During the three months ended March 31, 2026, IDACORP issued an aggregate of 549,104 shares of common stock using original issuances of shares. IDACORP granted 71,855 restricted stock unit awards and issued 54,714 shares of common stock to employees pursuant to the IDACORP, Inc. 2000 Long-Term Incentive and Compensation Plan, and issued an additional 31,837 shares of common stock pursuant to director equity compensation plans. IDACORP issued 10,297 shares of common stock pursuant to its IDACORP, Inc. Dividend Reinvestment and Stock Purchase Plan. At-the-Market Offering Program: On May 20, 2024, IDACORP entered into an Equity Distribution Agreement pursuant to which it may issue, offer, and sell, from time to time, up to an aggregate gross sales price of $300 million of shares of its common stock through an ATM offering program, which includes the ability to enter into FSAs. At March 31, 2026, IDACORP had no remaining capacity under its ATM offering program. During the three months ended March 31, 2026, IDACORP executed FSAs under its ATM offering program with various counterparties who borrowed and sold 1,101,391 shares of IDACORP’s common stock at an aggregate gross sales price of $155.5 million, including approximately $1.9 million in commissions and fees payable by IDACORP to the counterparties upon settlement. At March 31, 2026, IDACORP had the following FSAs outstanding under its ATM offering program (in thousands of dollars, except for shares and forward price amounts):
The FSAs will be physically settled with common shares issued by IDACORP, unless IDACORP elects to settle the agreements in net cash or net shares, subject to certain conditions. On a settlement date or dates, if IDACORP elects to physically settle the FSAs, IDACORP will issue shares of common stock to the various counterparties at the then-applicable forward sale price and receive issuance proceeds at that time. At March 31, 2026, IDACORP could have settled all its outstanding FSAs under the ATM offering program with physical delivery of 1,101,391 shares of common stock to the counterparties in exchange for cash of $153.8 million. At March 31, 2026, IDACORP could have settled the FSAs with net delivery to various counterparties of approximately $1.3 million of cash or approximately 9,273 shares of common stock, if IDACORP had elected to net cash or net share settle, respectively. The FSAs have been classified as an equity transaction because they are indexed to IDACORP’s common stock and the other requirements necessary for equity classification are met. As a result of the equity classification, no gain or loss will be recognized within earnings due to subsequent changes in the fair value of the FSAs. During the three months ended March 31, 2026, IDACORP settled the following FSAs under its ATM offering program (in thousands of dollars, except for settlement shares and forward settlement price amounts):
(1) Settlement of the FSAs is reflected in IDACORP’s equity. Equity Forward Sale Agreements (2025 Series): On May 8, 2025, IDACORP announced a registered public offering of 4,504,505 shares of its common stock at a public offering price of $111.00 per share, for an aggregate amount of $500.0 million. In conjunction with this offering, underwriters exercised an option to purchase 675,675 additional shares for an additional aggregate amount of $75.0 million. The 5,180,180 shares were sold by IDACORP to the underwriters under FSAs, which provide for settlement on a settlement date or dates to be specified at IDACORP’s discretion, but which is expected to occur on or prior to November 9, 2026. The forward sale price was initially $107.67 per share and is subject to certain adjustments in accordance with the terms of the FSAs through the date or dates of settlement. The FSAs will be physically settled with common shares issued by IDACORP, unless IDACORP elects to settle the agreements in net cash or net shares, subject to certain conditions. On a settlement date or dates, if IDACORP elects to physically settle the FSAs, IDACORP will issue shares of common stock to the various counterparties at the then-applicable forward sale price and receive issuance proceeds at that time. At March 31, 2026, IDACORP could have settled the FSAs with physical delivery of 5,180,180 shares of common stock to the counterparties in exchange for cash of $560.3 million. The FSAs could have also been settled at March 31, 2026, with delivery of approximately $167.9 million of cash or approximately 1,194,767 shares of common stock to the counterparties, if IDACORP had elected to net cash or net share settle, respectively. The FSAs have been classified as an equity transaction because they are indexed to IDACORP’s common stock and the other requirements necessary for equity classification are met. As a result of the equity classification, no gain or loss will be recognized within earnings due to subsequent changes in the fair value of the FSAs. FSA Earnings Per Share Dilution: Prior to settlement, the potentially issuable shares pursuant to the FSAs will be reflected in IDACORP’s diluted earnings per share calculations using the treasury stock method. Under this method, the number of shares of IDACORP’s common stock used in calculating diluted earnings per share for a reporting period would be increased by the number of shares, if any, that would be issued upon physical settlement of the FSAs, less the number of shares that could be purchased by IDACORP in the market with the proceeds received from issuance (based on the average market price during that reporting period). Share dilution occurs when the average market price of IDACORP’s stock during the reporting period is higher than the then-applicable forward sale price as of the end of the reporting period. For the three months ended March 31, 2026 and 2025, approximately 1,171,000 and zero incremental shares, respectively, were included in the calculation of diluted earnings per share related to the securities under the FSAs. See Note 7 - "Earnings Per Share" for additional information on IDACORP's diluted earnings per share. Idaho Power Common Stock During the three months ended March 31, 2026, IDACORP contributed $90 million of additional capital to Idaho Power. No additional shares of Idaho Power common stock were issued. 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 Statement of Policy and 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 March 31, 2026, the leverage ratios for IDACORP and Idaho Power were 54 percent and 53 percent, respectively. Based on these restrictions, IDACORP’s and Idaho Power’s dividends were limited to $1.4 billion and $1.3 billion, respectively, at March 31, 2026. 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 IDACORP and Idaho Power from any material subsidiary. At March 31, 2026, IDACORP and Idaho Power were in compliance with those covenants. Idaho Power’s Statement of 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 March 31, 2026, Idaho Power's common equity capital was 47 percent of its total adjusted capital. Further, Idaho Power must obtain approval from the OPUC before it can 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.
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