20070628Pricing Supplement No 2.pdf

IDAHO POWER COMPANY
O. BOX 70
BOISE. IDAHO 83707
An IDACORP Company i"
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PATRICKA. HARRINGTON
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\S::;l Corporate Secretary
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Ms. Jean D. Jewell
Secretary
Idaho Public Utilities Commission
Statehouse
Boise, Idaho 83720
June 27 2007
Re:In the Matter of the Application of Idaho Power Company for an Order
Authorizing the Issuance and Sale of up to $300 000 000 of Idaho Power s First
Mortgage Bonds and Debt Securities
Case No. IPC-06-
Dear Ms. Jewell:
On June 22, 2007, Idaho Power completed the closing for the issuance of $140 000 0000
of its 6.30% First Mortgage Bonds due 2037, Secured Medium-Term Notes, Series F (the
Notes ). The Notes were issued pursuant to the Commission s authorization in Order No.
30191 in the above referenced case.
Enclosed for filing with the Commission in connection with the issuance ofthe Notes are
five (5) copies of Pricing Supplement No.2 for the Notes, which includes a detailed description
of the terms and conditions of the Notes. Please contact me at 388-2878 if you have any
questions regarding this filing.
Jiilt It
Patrick A. HaIrin
R. Keen
Terri Carlock
Telephone [phone], Fax [phone]
:1:-pc-- E
6- -:2
Pricing Supplement No.2 Dated June 19 2007
(To Prospectus dated January 27, 2005 and
Prospectus Supplement dated May 9 , 2005)
relating to First ~ortgage Bonds,
Secured Medium-Term Notes, Series F
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$140,000,000
IDAHO POWER COl\1P ANY
300/0 First Mortgage Bonds due 2037
Principal Amount:
Price to Public:
Purchasers' Discount:
30% First Mortgage Bonds due 2037 (the
N otes
$140,000 000
Title of Securities:
Proceeds to Us after Discount:
Interest Rate:
99.801 % payable in immediately available funds
75%
99.051%
Original Issue Date:
Original Interest Accrual Date:
Interest Payment Dates:
Record Dates:
Maturity Date:
Redemption:
Form:
30%
June 22, 2007
June 22 , 2007
June 15 and December 15
May 31 and November 30
June 15 2037
See "Optional Redemption" below
Book-Entry
Bane of America Securities LLC
JPMorgan
Wachovia Securities
RBC Capitall\1arkets
KeyBanc Capitall\1arkets
Wedbush Morgan Securities Inc.
Wells Fargo Securities
Optional Redemption:
We may, at our option, redeem the Notes, in whole at any time, or in part from time to time
prior to the maturity date, at a redemption price equal to the greater of:
100% of the principal amount of the Notes to be redeemed and
as determined by an Independent Investment Banker, the sum of the present values of the
remaining scheduled payments of principal on the Notes to be redeemed and interest
thereon (not including any portion of payments of interest accrued as of the date fixed for
redemption), discounted to the date fixed for redemption on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as
defined below), plus 20 basis points.
plus in either case interest accrued and unpaid on the principal amount of the Notes to be
redeemed to the date fixed for redemption. We will mail notice of any redemption at least 30
days before the date fixed for redemption to each holder of the Notes to be redeemed.
Treasury Rate" means, with respect to any date fixed for redemption, the rate per annum equal
to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a
price for the Comparable Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price for such date.
Comparable Treasury Issue" means the United States Treasury security selected by an
Independent Investment Banker as having a maturity comparable to the remaining term of the
Notes to be redeemed that would be used, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of the Notes to be redeemed.
Comparable Treasury Price" means, with respect to any date fixed for redemption
( 1 ) the average of the bid and asked prices for the Comparable Treasury Issue (expressed
in each case as a percentage of its principal amount) on the third business day preceding
such date, as set forth in the daily statistical release (or any successor release) published
by the Federal Reserve Bank of New York and designated "Composite 3:30 p.
Quotations for U.S. Government Securities" or
(2) if such release (or any successor release) is not published or does not contain such
prices on such business day, (a) the average of the Reference Treasury Dealer Quotations
for such date, after excluding the highest and lowest such Reference Treasury Dealer
Quotations for such date, or (b) if the trustee obtains fewer than four such Reference
Treasury Dealer Quotations, the average of all the quotations received.
Independent Investment Banker" means anyone of the Reference Treasury Dealers that we may
appoint.
Reference Treasury Dcaler Quotations" means, with respect to each Reference Treasury Dealer
and any date fixed for redemption, the average, as determined by the trustee, of the bid and asked
prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal
amount) quoted in writing to the trustee by such Reference Treasury Dealer at 5:00 p.m. New
York City time on the third business day preceding the date fixed for redemption.
Reference Treasury Dealer" means (1) Banc of America Securities LLC and its successors,
unless it ceases to be a primary U.S. Government securities dealer in New York City (a "Primary
Treasury Dealer ), in which case we will substitute another Primary Treasury Dealer and (2) any
other Primary Treasury Dealers that we may select.
Terms Agreement:
We have entered into a terms agreement with the purchasers of the Notes with respect to the
Notes. The purchasers are committed to take and pay for all of the Notes if any are purchased.
Subject to certain conditions, each purchaser has severally agreed to purchase the principal
amount of the Notes indicated in the table below:
Name Principal Amount of Notes
KeyBanc Capital Markets Inc.
500 000
000,000
35,000 000
500 000
000 000
000,000
Banc of America Securities LLC
P. Morgan Securities Inc.
Wachovia Capital Markets, LLC
RBC Capital Markets Corporation
Wedbush Morgan Securities Inc.
Wells Fargo Securities, LLC 000,000
$ 140.000.000Total
The Notes sold by the purchasers to the public will initially be offered at the initial price to the
public set forth on the cover of this pricing supplement. Any Notes sold by the purchasers to
securities dealers may be sold at a discount from the initial price to the public of up to 0.45% of
the principal amount of the Notes. Any such securities dealers may resell any Notes purchased
from the purchasers to certain other brokers or dealers at a discount from the initial price to the
public of up to 0.25% of the principal amount of the Notes.
Interest Pa)'ment Dates:
We will make interest payments on the Notes on June 15 and December 15 of each year
commencing December 15 2007 , and at maturity. The record date for the June 15 payment of
interest will be May 31 and the record date for the December 15 payment of interest will be
November 30.
Use of Proceeds:
The purchasers will pay the net proceeds from the sale of the Notes to us in immediately
available funds. After our receipt of the net proceeds, the Notes will be credited to the
purchasers' Depository Trust Company accounts free of payment. We will use the net proceeds
from the sale of the Notes to repay a portion of our short-term debt. If we do not use the
proceeds immediately, we may temporarily invest them in short-term investments.
Indenture:
We are issuing the Notes as part of a series of first mortgage bonds under our Indenture of
Mortgage and Deed of Trust, dated as of October I , 1937, as amended and supplemented. On
May 2007 we entered into a Forty-second Supplemental Indenture to the Indenture of
Mortgage and Deed of Trust to increase the maximum amount of obligations to be secured by the
Indenture from $1.1 billion to $1.5 billion.
Amended and Restated Selling Agency Agreement:
On June 19 2007, we entered into an Amended and Restated Selling Agency with each of Banc
of America Securities LLC, J.P. Morgan Securities Inc., KeyBanc Capital Markets Inc., RBC
Capital Markets Corporation, Wachovia Capital Markets, LLC, Wedbush Morgan Securities Inc.
and Wells Fargo Securities, LLC with respect to the issue and sale of our First Mortgage Bonds
Secured Medium-Term Notes , Series F. The Amended and Restated Selling Agency Agreement
amends and restates the Selling Agency Agreement, dated May 9, 2005, among the other parties
thereto and us and also adds Wedbush Morgan Securities Inc. as a party thereto and removes
BNY Capital Markets, Inc. and Piper Jaffray & Co. as parties thereto.
PROSPECTUS SUPPLEMENT
To Prospectus dated January 27, 2005
$200 000 000
Idaho Power Company
First Mortgage Bonds,
Secured Medium-Term Notes, Series F
This prospectus supplement may be used to offer and sell the notes only if accompanied by the
accompanying prospectus.
Idaho Power Company may use this prospectus supplement to offer from time to time its first
mortgage bonds, secured medium-term notes, series F.
Tenns of Sale
The following terms may apply to the notes which we may sell at one or more times. We will include
final terms for each note you purchase in a pricing supplement.
. Mature 9 months to 30 years from date of issue
. Fixed interest rate
. Interest payable on March 1 and September
. Held in book-entry form by The Depository Trust Company
. Settlement in immediately available funds
. May be subject to mandatory redemption or redemption at our option
. Minimum denominations of $1 000 increased in multiples of $1 000
You should review carefully the risk factors that we have disclosed in our public filings under the
Securities Exchange Act of 1934, as amended, before purchasing the notes.
Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of these notes or determined that this prospectus supplement or the accompanying
prospectus is accurate or complete, Any representation to the contrary is a criminal ofi'ense. '
We may sell the notes directly or indirectly through one or more agents or dealers, including the agents
listed below. The agents are not required to sell any specified number or amount of notes. The agents
will use their reasonable best efforts to sell the notes offered.
We will receive between $198,500 000 and $199 750,000 of the proceeds from the sale of the notes
after paying the agents' commissions of between $250 000 and $1 500,000.
Banc of America Securities LLC
BNY Capital Markets, Inc.
JPMorgan
KeyBanc Capital Markets
Piper JafTray & Co.
RBC Capital Markets
Wachovia Securities
Wells Fargo Securities
Prospectus Supplement dated May 9, 2005
You should rely only on the information contained or incorporated by reference in this prospectus
supplement, the accompanying prospectus and any pricing supplement. We have not, and the agents
have not, authorized anyone else to provide you with different infonnation. You should not assume that
the information contained or incorporated by reference in this prospectus supplement, the
accompanying prospectus and any pricing supplement is accurate as of any date other than the date on
the front cover of each document. We are not making an offer of these notes in any state where the
offer is not permitted.
TABLE OF CONTENTS
Page
Description of the Notes
Supplemental Plan of Distribution
Prospectus Supplement
About Idaho Power Company
Ratios of Earnings to Fixed Charges
Forward-Looking Information
Description of the First Mortgage Bonds
Description of Debt Securities
Use of Proceeds
Plan of Distribution
Where You Can Find More Information
Information Incorporated by Reference
Legal Opinions
Experts
Prospectus
DESCRIPTION OF THE NOTES
General
You should read the following information, which summarizes certain terms of the notes, in
conjunction with the statements under "Description of the First Mortgage Bonds" in the accompanying
prospectus. We are issuing these notes as part of a series of first mortgage bonds under our Indenture
of Mortgage and Deed of Trust, dated as of October 1, 1937, as amended and supplemented. Please
also refer to the indenture, which was filed as an exhibit to the registration statement of which this
prospectus supplement forms a part.
The indenture limits the aggregate principal amount of first mortgage bonds at anyone time
outstanding to $1.1 billion. We may amend the indenture and increase this amount without consent of
the holders of first mortgage bonds.
We are offering the notes on a continuing basis. For each note we offer and sell, we will prepare a
pricing supplement to this prospectus supplement and the accompanying prospectus. The pricing
supplement wilI include the specific terms of the note to which it relates and may include modifications
of or additions to the more general terms described in this prospectus supplement and the
accompanying prospectus.
The pricing supplement relating to a note will contain the folIowing important information:
. purchase price of the notes, which may be a percentage of the aggregate principal amount
. issue date
. maturity date
. interest rate
. interest accrual date
. redemption provisions, if any
. other material terms not inconsistent with the indenture
The following information applies to the notes that we are offering, unless we specify otherwise in
the pricing supplement.
Except as we discuss below, we will issue each note in book-entry form and not certificated form.
The depositary for book-entry notes will initially be TIle Depository Trust Company.
You can buy the notes in denominations of $1 000 or any larger amount equally divisible by $1 000.
The notes will mature from nine months to 30 years from the date of issue.
Unless we specify otherwise in a pricing supplement and make additional related disclosure, we
will not offer the notes to United States alien holders. You are a United States alien holder if you are
for United States federal income tax purposes:
. a nonresident alien individual
. a foreign corporation
. a foreign partnership or
. an estate or trust that in either case is not subject to United States federal income tax on a net
income basis on income or gain from a note.
Interest and Payment on the Notes
Each note will bear interest at a fixed rate stated on the face of the note. Interest will be
computed on the basis of a 360-day year of twelve 30-day months. We will make interest payments to
note holders on March 1 and September 1 of each year or on the interest payment dates specified in
the pricing supplement, and at maturity or upon earlier redemption.
If any interest payment date, redemption date or maturity date does not fall upon a business day,
we will make the payment on the next business day. A business day is any day, other than a Saturday
or Sunday, on which banks in The City of New York are not required or authorized by law to close. If
we payor provide for payment on the next business day, no interest will accrue on those amounts for
the period from and ,after the interest payment date, redemption date or maturity date, as the case may
, to the next business day.
We will make payments of principal, premium, if any, and interest in respect of the notes in
immediately available funds. We will make payments on book-entry notes to Cede & Co., the
partnership nominee of The Depository Trust Company.
The record date for the March 1 payment will be February 15, and the record date for the
September 1 payment will be August 15. If we change the interest payment dates, we will indicate in
the pricing supplement the new record dates. In order to receive interest payments on a note, you must
hold the note on the applicable record date, whether or not the record date is a business day. We will
begin paying interest on the first interest payment date after the notes have been issued, provided that
the notes are issued before the applicable record date.
Redemption of the Notes
The notes may be subject to redemption, either mandatory or at our option, before they mature.
The pricing supplement will indicate whether or not a note is subject to redemption and the terms of
redemption, if any. If we decide to redeem the notes, you will receive at least 30 days' notice.
Book-Entry System
We will issue each note in book-entry fonn. and the following provisions will apply to all book-
entry notes:
The Depository Trust Company (DTC), New York, NY, will act as securities depositary for the
notes.
We will issue the notes as fully-registered securities registered in the name of Cede & Co. or such
other name as DTC may request. We will issue one fully-registered security for each issue of the notes,
each in the aggregate principal amount of the issue, and we will deposit the
certificate with the corporate trustee to hold as agent for DTc. We and the trustee will treat Cede &
Co. as the absolute owner of the notes for all purposes.
Only direct participants may make purchases of notes under DTC's system. Upon a participant'
purchase, DTC will enter a credit for the notes in its records under such participant s account. The
ownership interest of each actual purchaser, the beneficial owner, is in turn recorded on the
participant s records. Beneficial owners will not receive written confirmation from DTC of their
purchase, but the participant through which the beneficial owner entered into the transaction is
expected to send the beneficial owners written confirmation providing details of the transaction, as well
as periodic statements of their holdings. Each participant will record transfers of ownership interests in
the notes by making an entry on the participant's books. Beneficial owners will not receive certificates
representing their ownership interests in the notes, except in the event that use of the book-entry
system for the notes is discontinued.
To facilitate subsequent transfers, all notes deposited with DTC are registered in the name
DTC's partnership nominee, Cede & Co., or such other name as DTC may request. The deposit of
notes with DTC and their registration in the name of Cede & Co. effect no change in beneficial
ownership. DTC has no knowledge of the actual beneficial owners of the notes. DTC's records reflect
only the identity of the direct participants to whose accounts the notes are credited, which mayor may
not be the beneficial owners. The participants remain responsible for keeping account of their holdings
on behalf of their customers.
Conveyance of notices and other communications by DTC to direct participants, by direct
participants to indirect participants, and by direct participants and indirect participants to beneficial
owners will be governed by arrangements among them, subject to any statutory or regulatory
requirements that may be in effect from time to time.
We will send redemption notices to DTc. If we are redeeming less than all of the notes, DTC'
practice is to determine by lot the amount of the interest of each direct participant in the issue to be
redeemed.
Neither DTC nor Cede & Co. will consent or vote with respect to the notes. Under its usual
procedures, DTC will mail an omnibus proxy as soon as possible after the record date. The omnibus
proxy assigns Cede & Co.'s consenting or voting rights to those direct participants to whose accounts
the notes are credited on the record date, identified in a listing attached to the omnibus proxy.
The paying agent will make principal and interest payments on the notes to Cede & Co. or such
other nominee as DTC may request. DTC's practice is to credit direct participants ' accounts upon
DTC's receipt of funds and corresponding detailed information from us or our agent on the payable
date in accordance with their respective holdings shown on DTC's records. Payments by participants to
beneficial owners will be governed by standing instructions and customary practices as is the case with
securities held for the accounts of customers in bearer form or registered in street name. Payment by
participants to beneficial owners is the responsibility of the participants and not DTC, any agents or us
subject to any statutory or regulatory requirements in effect. Payment of principal and interest to Cede
& Co. is our responsibility or the responsibility of our paying agents. Disbursement of these payments
direct participants is the responsibility of DTC, and disbursement of these payments to the beneficial
owners is the responsibility of participants.
DTC may discontinue providing its services as securities depositary with respect to the notes at any
time by giving reasonable notice to us or to our agent. In the event that this occurs and a successor
securities depositary is not appointed, we will print and deliver certificated notes in exchange for the
notes represented by the global securities held by DTc.
We may decide to discontinue use of the system of book-entry transfers through DTC, or a
successor securities depositary. In that event, we will print and deliver certificated notes in exchange for
the notes represented by the global securities held by DTc.
DTC is a limited-purpose trust company organized under the New York Banking Law, a "banking
organization" within the meaning of the New York Banking Law, a member of the Federal Reserve
System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and
a "clearing agency" registered pursuant to the provisions of Section 17 A of the Securities Exchange Act
of 1934, as amended. DTC holds securities that its participants deposit with DTc. DTC also facilitates
the settlement among its participants of securities transactions, such as transfers and pledges, in
deposited securities through electronic computerized book-entry changes in participants' accounts,
thereby eliminating the need for physical movement of securities certificates. Direct participants in
DTC include securities brokers and dealers, banks, trust companies, clearing corporations and certain
other organizations. A number of DTC's direct participants, The New York Stock Exchange, Inc., the
American Stock Exchange LLC, and the National Association of Securities Dealers, Inc. own DTc.
Access to the DTC system is also available to indirect participants such as securities brokers and
dealers, banks, trust companies and clearing corporations that clear transactions through or maintain a
custodial relationship with a direct participant, either directly or indirectly. The rules applicable to DTC
and its participants are on file with the Securities and Exchange Commission.
Neither we, the trustee, any paying agent, nor the registrar for the notes will have any
responsibility or liability for any aspect of the records relating to or payments made on account of
beneficial ownership interests in a global security or for maintaining, supervising or reviewing 'any
records relating to these beneficial ownership interests.
Tax Defeasance
Under current United States federal income tax law, defeasance under the indenture should be
treated as a taxable exchange of the notes to be defeased for an interest in the defeasance trust.
Accordingly, you would recognize gain or loss equal to the difference between your cost or other tax
basis of the notes and the fair market value of your interest in the defeasance trust. You would
thereafter be required to include in inconie your share of the income, gain or loss of the defeasance
trust, which could be a different amount and includible in income at different times than would be the
case in the absence of defeasance under the indenture. You should consult your own tax advisors as to
the specific potential consequences to you of defeasance under the indenture.
SUPPLEMENTAL PLAN OF DISTRIBUTION
We are offering the notes on a continuing basis through the agents listed on the cover, each of
which has agreed to use to its reasonable best efforts to solicit purchases of the notes.
We have the right to accept offers to purchase notes and may reject any proposed purchase of the
notes. The agents may also reject any offer to purchase notes. We will pay the agents a commission on
any notes sold through the agents. The commission will range from 0.125% to 0.750% of the principal
amount of the notes depending on the maturity of the notes.
We may also sell notes to the agents who will purchase the notes as principals for their own
accounts. Any such sale will be made at a discount to be agreed upon at the time of sale. Any notes
the agents purchase as principal may be resold at the market price or at other prices determined by the
agents at the time of resale.
The agents may resell any notes they purchase to other brokers or dealers at a discount which may
include all or part of the discount the agents received from us. The agents will purchase the notes at a
price equal to 100% of the principal amount less a discount. Unless otherwise stated, the discount will
equal the applicable commission on an agency sale of notes of the same maturity.
We may sell notes directly to investors on our own behalf in those jurisdictions where we are
authorized to do so. We will not pay any commissions on sales made directly by us,
We may sell notes through agents other than the agents listed on the cover subject to certain
conditions described in the selling agency agreement that we have entered into with the agents listed
on the cover. The commission applicable to agency sales through any other agents will be the same as
that applicable to agency sales through the agents listed on the cover.
The agents, whether acting as agents or principals, may be deemed to be "underwriters" within the
meaning of the Securities Act of 1933, as amended. We have agreed to indemnify each agent against
certain liabilities, including liabilities under the Securities Act or to contribute to payments made in
respect of such liabilities. We have also agreed to reimburse the agents for certain of the agents
expenses, including the reasonable fees and expenses of their counsel.
The agents may sell to dealers who may resell to investors and the agents may pay all or part of
the discount or commission they receive from us to the dealers. Such dealers may be deemed to be
underwriters" within the meaning of the Securities Act of 1933. Any discounts or commissions that an
agent receives in purchasing a note as principal and reselling such note, and any profit on the resale of
such note by the agent, may be deemed to be underwriters' discounts or commissions under the
Securities Act of 1933.
Payment of the purchase price of the notes must be made in immediately available funds.
In addition to offering the notes through the agents described in this prospectus supplement, we
may sell other debt securities and preferred stock. Under certain circumstances, the sale of other debt
securities or preferred stock may reduce the maximum aggregate amount of notes that we offer by this
prospectus supplement.
The notes are a new issue of securities with no established trading market and will not be listed on
a securities exchange. The agents have advised us that they intend to establish a trading market for the
notes. However, the agents are not obligated to do so and may discontinue any market maldng at any
time without notice. No assurance can be given as to the liquidity of the trading market for the notes.
In connection with the offering, the agents may purchase and sell notes in the open market. These
transactions may include short sales, stabilizing transactions and purchases to cover positions created by
short sales. Short sales involve the sale by the agents of a greater number of notes than they are
required to purchase in the offering. Stabilizing transactions consist of certain bids or purchases made
for the purpose of preventing or retarding a decline in the market price of the notes while the offering
is in progress.
The agents also may impose a penalty bid. This occurs when a particular agent repays to agents a
portion of the underwriting discount received by it because the agents have repurchased notes sold by
or for the account of such agent in stabilizing or short covering transactions.
These activities by the agents may stabilize, maintain or otherwise affect the market price of the
notes. As a result, the price of the notes may be higher than the price that otherwise might exist in the
open market. If these activities are commenced, they may be discontinued by the agents at any time.
We estimate that our share of the total expenses of the offering, excluding underwriting discounts
and commissions, will be approximately $300 000.
Each agent and its affiliates may from time to time engage in transactions with, and perform
investment banking, general banking and other financial services for, us and our affiliates in the
ordinary course of business.
We may distribute this prospectus supplement and any applicable pricing supplement both by mail
in printed form, and electronically, in portable document format. The prospectus supplement, the
accompanying prospectus and any applicable pricing supplement may be made available in electronic
format on the websites maintained by one or more of the agents. Other than the prospectus
supplement, the accompanying prospectus and any applicable pricing supplement in electronic format
the information on any of these websites and any other information contained on a website maintained
by an agent is not part of this prospectus supplement, the accompanying prospectus and any applicable
pricing supplement.
PROSPECTUS
$300 000 000
IDAHO POWER COMPANY
First Mortgage Bonds
Debt Securities
We may offer from time to time, in one or more series:
. our first mortgage bonds and
. our unsecured debt securities.
We may offer these securities in any combination in one or more offerings up to a total amount of
$300,000,000. This prospectus provides you with a general description of the securities we may offer.
Each time we sell securities, we will provide a prospectus supplement that will contain specific
information about the terms of that offering. The prospectus supplement may also add, update or
change infonnation contained in this prospectus. You should read this prospectus and any supplements
carefully before you invest.
We may offer these securities directly or through underwriters, agents or dealers, as described in
the "Plan of Distribution." The supplements to this prospectus will describe the terms of any particular
plan of distribution, induding any underwriting arrangements.
Our principal executive offices are located at 1221 West Idaho Street, Boise, Idaho 83702-5627
and our telephone number is [phone].
Unless we indicate otherwise, or the context otherwise requires, references in this prospectus to
the "Company,
" "" "
" and "our" or similar terms are to Idaho Power Company.
Please review the risk factors that we disclose in our public filings under the Securities Exchange
Act of 1934, as amended.
Neither the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or determined if this prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.
January 27, 2005
ABOUT IDAHO POWER COMPANY
We are an electric public utility incorporated under the laws of the State of Idaho in 1989 as
successor to a Maine corporation organized in 1915. In 1998, we reorganized into a holding company
structure and became the principal subsidiary of IDACORp, Inc. IDACORP owns all of our
outstanding common stock.
We are engaged in the generation, purchase, transmission, distribution and sale of electric energy
in a 20,000 square mile area, primarily in southern Idaho and eastern Oregon, with an estimated
population of 883,000. We hold franchises in 71 cities in Idaho and nine cities in Oregon and hold
certificates from the respective public utility regulatory authorities to serve all or a portion of 25
counties in Idaho and three counties in Oregon. We own and operate 17 hydroelectric power plants
and one natural gas-fired generating plant and share ownership in three coal-fired generating plants. As
of September 30, 2004, we supplied electric energy to approximately 436 000 general business
customers. We rely heavily on hydroelectric power for our generating needs and are one of the nation
few investor-owned utilities with a predominantly hydro base.
RATIOS OF EARNINGS TO FIXED CHARGES
1Welve Months Ended December 31,
1999 2000 2001 2002 2003
1Welve
Months
Ended
September 30
2004
Ratio of Earnings to Fixed Charges. . . . . . . . .
. . . . . . .
Supplemental Ratio of Earnings to Fixed Charges( 1) . . . .
1. 72 2.
1.70 2.
1.99
1.97
(1) Includes interest on the guaranty of the American Falls Reservoir District bonds and Milner Dam
Inc. notes.
FORWARD-LOOKING INFORMATION
In connection with the safe harbor provisions of the Private Securities Litigation Reform Act of
1995 , we are hereby filing cautionary statements. These cautionary statements should be read with the
cautionary statements and risk factors included in our annual and quarterly reports and in any other
reports that we file pursuant to the Securities Exchange Act of 1934, as amended, which we incorporate
by reference in this prospectus. These cautionary statements identify important factors that could cause
our actual results to differ materially from those projected in forward-looking statements made by us or
incorporated by reference in this prospectus or any prospectus supplement. Any statements that
express, or involve discussions as to expectations. beliefs, plans, objectives, assumptions or future events
or performance are not statements of historical facts and may be forward-looking. These statements
often, but not always, use words or phrases such as "anticipates
" "
believes
" "
estimates
" "
expects
intends
" "
plans
" "
predicts
" "
projects
" "
will likely result
" "
will continue" or similar expressions.
Forward-looking statements involve estimates, assumptions and uncertainties and are qualified in their
entirety by reference to, and are accompanied by, the following important factors. These factors are
difficult to predict, contain uncertainties, are beyond our control and may cause actual results to differ
materially from those contained in forward-looking statements:
. changes in governmental policies and regulatory actions, including those of the Federal Energy
Regulatory Commission, the Idaho Public Utilities Commission and the Oregon Public Utility
Commission, with respect to allowed rates of return, industry and rate structure, acquisition and
disposal of assets and facilities, operation and construction of plant facilities, relicensing of
hydroelectric projects, recovery of purchased power, recovery of other capital investments
present or prospective wholesale and retail competition, including but not limited to retail
wheeling and transmission costs, and other refund proceedings
. litigation and regulatory proceedings resulting from the energy situation in the western United
States
. economic, geographic and political factors and risks
. changes in and compliance with environmental, endangered species and safety laws and policies
. weather variations affecting hydroelectric generating conditions and customer energy usage
. construction of power generating facilities including inability to obtain required governmental
permits and approvals, and risks related to contracting, construction and start-up
. operation of our power generating facilities including breakdown or failure of equipment,
performance below expected levels, competition, fuel supply and transmission
. system conditions and operating costs
. population growth rates and demographic patterns
. pricing and transportation of commodities
. market demand and prices for energy, including structural market changes
. changes in capacity, fuel availability and prices
. changes in tax rates or policies, interest rates or rates of inflation
. performance of the stock market and the changing interest rate environment, which affect the
amount of required contributions to our pension plans, as well as the reported costs of providing
pension and other postretirement benefits
. adoption of or changes in critical accounting policies or estimates
. exposure to operational, market and credit risk
. changes in our operating expenses and capital expenditures
. capital market conditions
. rating actions by Moody s Investors Service, Standard & Poor s Ratings Services and Fitch, Inc.
. competition for new energy development opportunities
. results of financing efforts, including our ability to obtain financing on favorable tenus, which
can be affected by various factors, including credit ratings and general economic conditions
. homeland security, natural disasters, acts of war or terrorism
. fluctuations in sources and uses of cash
. impacts from the potential fonnation of a regional transmission organization
. increasing health care costs and the resulting effect on health insurance premiums paid for
employees
. increasing costs of insurance, changes in coverage tenus and the ability to obtain insurance
. over appropriation of surface and groundwater in the Snake River Basin resulting in reduced
generation at our hydroelectric facilities
. legal and administrative proceedings, whether civil or criminal, and settlements that influence
business and profitability and
. new accounting or Securities and Exchange Commission requirements, or new interpretation or
application of existing requirements.
Any forward-looking statement speaks only as of the date on which we make the statement. New
factors emerge from time to time; we cannot predict all factors or assess the impact of any emerging
factors on our 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.
DESCRIPTION OF THE FIRST MORTGAGE BONDS
We will issue the first mortgage bonds offered in this prospectus under our Indenture of Mortgage
and Deed of Trust, dated as of October 1, 1937. Deutsche Bank Trust Company Americas, formerly
known as Bankers Trust Company, is the corporate trustee, and Stanley Burg serves as individual
trustee. We have amended and supplemented this indenture in the past and will supplement it again by
one or more supplemental indentures relating to these first mortgage bonds.
This section briefly summarizes the material provisions of the indenture and uses some terms that
are not defined in this prospectus but that are defined in the indenture. This summary is not complete.
The indenture is on file with the Securities and Exchange Commission, and we incorporate it by
reference in this prospectus. You should read the indenture for a complete understanding of its
provisions and for the definitions of some terms used in this summary.
We issue bonds in series. Each series of honds may have different terms. We will include all of the
following information about a specific series of bonds in the prospectus supplement relating to those
bonds:
. the designation and series of the bonds
. the aggregate principal amount of the bonds
. the offering price of the bonds
. the date or dates on which the bonds will mature
. the interest rate or rates for the bonds, or how we will determine the interest rate or rates
. the dates on which we will pay the interest on the bonds
. the denominations in which we may issue the bonds
. the terms pursuant to which we may redeem the bonds, if any
. whether we will issue all or a portion of the bonds in global form and
. any other terms or provisions relating to the bonds that are not inconsistent with the provisions
of the indenture.
Fonn and Exchange. Unless we state otherwise in the prospectus supplement:
. we will issue the bonds in fully registered form without coupons
. a holder of bonds may exchange bonds, without charge, for an equal aggregate principal amount
of bonds of the same series, having the same issue date and with identical terms and provisions
and
. a holder of bonds may transfer bonds, without charge, other than applicable stamp taxes or
other governmental charges.
We may issue all or some of the bonds in book-entry form, which means that global notes, not
certificates, will represent the bonds. If we issue global notes representing any bonds, then a depository
that we select will keep a record of the beneficial interests in the global notes and record any transfers
of beneficial interests.
We will describe any additional requirements as to the form and method of exchange of bonds in
the prospectus supplement.
Interest and Payment. We will pay principal, premium, if any, and interest in U.S. dollars at
Deutsche Bank Trust Company Americas in New York City, and, at our option, at our office in Boise
Idaho.
Indenture, Section
Maintenance Requirements. We will file a certificate with the corporate trustee within 90 days
after the close of each calendar year stating that:
. we have made the necessary expenditures to maintain our property in good condition as an
operating system or
. we will designate an additional amount that should be spent for this purpose.
If we designate an additional amount, we must deliver to the corporate trustee, within 30 days, cash
equal to that amount less the following deductions:
. expenditures made after the close of the year to maintain the property and
. any allowances for waiver of our right to issue additional bonds under the indenture.
Indenture, Section
We may withdraw this cash for reimbursement for later expenditures on:
. property maintenance, repairs, renewals and replacements
. waiver of our right to issue additional bonds under the indenture or
. the purchase or redemption of bonds of any series, unless a supplemental indenture provides
otherwise for a particular series of bonds.
We must spend or appropriate 15% of our annual gross operating revenues for maintenance
retirement or amortization of our properties. We may, however, anticipate or make up these
expenditures or appropriations within the five years that immediately follow or precede a particular
year. Indenture. Section 38; Second Supplementa~ Section
Improvement or Sinking Fund.There is no sinking or improvement fund requirement.
Security. The indenture secures all bonds issued under the indenture equally and ratably, without
preference, priority or distinction. We may issue additional first mortgage bonds in the future, and
those first mortgage bonds will also be secured by the indenture. In the opinion of our general counsel
the lien of the indenture constitutes a first mortgage on all the properties that we own, except as
discussed below, subject only to liens for taxes and assessments that are not delinquent and minor
excepted encumbrances. Certain of our properties are subject to easements, leases, contracts, covenants
compensation awards and similar encumbrances and minor defects and clouds common to properties.
In the opinion of our general counsel, none of these interferes with our operations.
The indenture does not create a lien on the following excepted property:
. revenues or profits, or notes or accounts receivable, contracts or chases in action, except as
permitted by law during a completed default
. securities or cash, except when pledged or
. merchandise or equipment manufactured or acquired for resale.
The indenture creates a lien on our interest in property that we subsequently acquire other than
excepted property, subject to limitations in the case of consolidation, merger or sale of substantially all
our assets. Indenture, Section 87 We have covenanted to execute and deliver instruments that are
necessary to carry out the purposes of the indenture and to create a lien on after-acquired property
that the indenture covers. Granting Clauses
The indenture does not contain any covenants or other provisions to provide holders of the first
mortgage bonds special protection in the event of a highly leveraged transaction.
Issuance of Additional Bonds. The indenture limits the aggregate principal amount of bonds at
anyone time outstanding to $1.1 billion. We may amend the indenture and increase this amount
without consent of the holders of first mortgage bonds. Indenture, Sections 22 and 121; Thirty-eighth
Supplemental, Article W The indenture contains some restrictions on increasing the amount of prior lien
bonds. Indenture. Section
We may issue additional bonds that rank equally with the bonds in principal amount equal to:
. 60% of the cost or fair value, whichever is less, of property additions made after December 31
1943, less the amount of prior lien bonds thereon Indenture, Article J( Second Supplementa~
Section 13
. the principal amount of first mortgage bonds or prior lien bonds referred to above, retired or
then to be retired Indenture, A/tides Vand VI or
. the amount of cash that we deposit with the corporate trustee for the purpose, which we may
withdraw on the same basis as bonds may be issued Indenture, Article VII.
We may not issue bonds as provided above, with certain exceptions, unless we meet a net earnings
requirement. Generally, the indenture requires that our net earnings must be at least twice the annual
interest requirements on all outstanding debt of equal or prior rank, including the bonds that we
propose to issue. Under certain circumstances, the net earnings test does not apply, including the
issuance of refunding bonds to retire outstanding bonds which mature in less than two years or which
are of an equal or higher interest rate, or prior lien bonds.
We calculate net earnings before deduction of:
. property retirement expenses, depreciation or depletion
. interest expense on indebtedness
. amortization of debt discount and expense and
. any taxes measured by or dependent on net income.
We may include only a limited amount of revenue from property not subject to the lien of the
indenture in net earnings. Indenture, Sections 7, 27 and Article VI
Property additions consist of electric or gas property, or property used in connection therewith.
Property additions exclude securities, contracts or choses in action, merchandise and equipment for
consumption or resale, materials and supplies, property used principally for production or gathering of
natural gas, or any power sites and uncompleted works under Idaho state permits. In determining net
property additions, we deduct all retired funded property from gross property additions except to the
extent of certain credits respecting released funded property. Indenture, Section 4 The indenture
restricts issuance of bonds and taking other credits under the indenture based on property additions
subject to prior liens to no more than 15% of all bonds outstanding. However, the prior liens must not
exceed 50% of the cost or fair value, whichever is less, of these property additions. Indenture, Section
As of September 30, 2004, we could issue under the indenture approximately $677 million of
additional first mortgage bonds based on unfunded property additions and $392 million of additional
first mortgage bonds based on retired first mortgage bonds.
We estimate that at September 30, 2004, unfunded property additions were approximately $1.1
billion.
Release of Properties.
the following:
. depositing cash with the corporate trustee
. substituting property additions or
Generally, we may release property from the lien of the indenture by doing
. waiving our right to issue additional bonds on the basis of retired bond credits, without
application of the net earnings test.
Indenture, Section
Actions Without Trustees' Release or Consent. Unless we are in default in the payment of interest
on any outstanding bonds or one or more of the completed defaults described under the caption
Events of Default" below have occurred and are continuing, we may, without the trustees' release or
consent, and without providing a report to the trustees or depositing with them the consideration we
receIve:
. sell or otherwise dispose of any machinery, equipment, tools, implements or other property,
which has become old, inadequate, obsolete, worn out, unfit or unadapted for use in our
operations, after we replace that property with other property which has at least equal value and
is subject to no additional liens
. cancel or make changes or alterations in or substitutions of any contracts, leases or rights of way
grants or
. surrender or assent to the modification of any right, power, franchise, license, governmental
consent or permit under which we may be operating, if, in the opinion of our board of directors
stated in a resolution filed with the corporate trustee, the surrender or modification is desirable
in the conduct of our business and does not impair the security of outstanding bonds.
Indenture, Section
Amendment of the Indenture. Generally we may modify or amend the indenture with the consent
of the holders of 60% in principal amount of all outstanding first mortgage bonds. However, when an
amendment does not affect all series of first mortgage bonds, holders of 60% of the principal amount
of all outstanding first mortgage bonds of each series affected must also consent to the amendment.
Unless each bondholder consents, we cannot make the following modifications:
. impair the right of any bondholder to receive payment on its bond when due or to sue for any
overdue payment
. create any lien equal or prior to the lien of the indenture
. deprive any bondholder of a lien upon the mortgaged and pledged property or
. reduce the bondholder vote necessary to amend the indenture.
Indcnturc, Scctions 113, 121; Twenty-third Supplemental, Section 9; Thirty-sixth Supplemental, Section
Events of Dcfault.
indenture:
The following are defaults, sometimes called completed defaults, under the
. failure to pay the principal of any bond when due and payable whether at maturity or otherwise
. failure to pay interest on any bond for 60 days
. failure to pay principal of or interest on any outstanding prior lien bond beyond the grace
period, if any, in the prior lien bond
. failure to observe a covenant not to, without the corporate trustee s written approval,
. go into voluntary bankruptcy or insolvency, apply for or consent to the appointment of a
receiver or trustee for us or our property in any judicial proceedings or make any general
assignment for the benefit of creditors or
. suffer to be made and remain unvacated for a period of 90 days any order for the
appointment of a receiver or trustee for us or our property in any proceeding instituted by a
creditor, or any final order appointing such a receiver or trustee in any other proceeding or
any order adjudicating us to be bankrupt or insolvent or
. failure to perform other covenants, agreements or conditions contained in the indenture for 90
days after the corporate trustee gives us notice.
Indenture, Section
Discharge. The indenture will be cancelled and discharged when all indebtedness secured by the
indenture is paid, including charges of the trustees.
In addition, first mortgage bonds will be considered paid and not to be outstanding for any
purpose under the indenture when we have irrevocably deposited with the trustee
. sufficient cash or
. an amount of direct obligations of, or obligations guaranteed by, the United States government
or obligations which are collateralized by obligations of the United States government which, in
the opinion of an independent accountant and the opinion of our officers, will provide sufficient
funds, together with any deposited cash
to pay when due the principal of, and premium, if any, and interest to the maturity date or redemption
date of such first mortgage bonds, provided that in the case of redemption, proper
notice shall have been given or appropriate arrangements have been made with the corporate trustee
for the giving of notice.
Indenture, Section 106 and Twenty-seventh Supplemental Indenture, Section 10
Miscellaneous. The indenture provides that the corporate trustee, upon request of the holders of
a majority in interest of the outstanding first mortgage bonds, if properly indemnified to its satisfaction
must take action to enforce the lien of the indenture. Indenture, Section 92; Sixth Supplementa~ Al1icle
XXIII
We covenant in the indenture to deliver a certificate to the trustee annually, within 90 days after
the close of the fiscal year, to show that we are in compliance with the terms of the indenture and that
we have not defaulted under the indenture. Twenty-sixth Supplementa~ Section 8; Thirty-third
Supplementa~ Section
Concerning the Corporate Trnstee. We and our affiliates may conduct banking transactions with the
corporate trustee in the normal course of business.
DESCRIPTION OF DEBT SECURITIES
We will issue the debt securities offered in this prospectus under our Debt Securities Indenture
dated as of August 1, 2001. Deutsche Bank Trust Company Americas is the trustee under the
indenture. We may amend and supplement this indenture and will supplement it by one or more
supplemental indentures relating to these debt securities.
This section briefly summarizes the material provisions of the debt securities indenture and uses
some terms that are not defined in this prospectus but that are defined in the indenture. This summary
is not complete. The indenture is on file with the Securities and Exchange Commission, and we
incorporate it by reference in this prospectus. You should read the indenture for a complete
understanding of its provisions and for the definition of some terms used in this summary. In the
summary below, we include references to section numbers of the indenture so that you can easily locate
these provisions.
The debt securities that we may issue under this indenture will be unsecured. The indenture does
not limit the amount of debt securities that we may issue; it does not restrict the amount or type
other debt that we may issue or contain any other provisions that would afford holders of the debt
securities protection in the event of a highly leveraged transaction. We may use other indentures or
documentation containing provisions different from those included in the indenture under which we are
offering these debt securities in connection with future issues of debt securities. We may also offer our
first mortgage bonds, which are secured indebtedness and which are described above under the caption
Description of the First Mortgage Bonds." As of December 31, 2004, there were $834.8 million in
aggregate principal amount of our first mortgage bonds outstanding.
The debt securities that we are offering in this prospectus will rank equal in right of payment to
our other unsecured indebtedness that is outstanding now or that we may issue in the future, except for
any indebtedness that, by its terms, is subordinate to these debt securities.
We will issue debt securities in series. Each series of debt securities may have different terms and,
in some cases, debt securities of the same series may have different tenDs. The prospectus supplement
relating to a particular series of debt securities will contain the following information about those debt
securities:
. the title of the series
. any limit on the aggregate principal amount of the series
. the date or dates on which we will issue the debt securities of that series and on which we will
pay the principal amount and any premium
. the rate or rates at which the debt securities of that series will bear interest, or how we will
detennine the rate or rates
. the date or dates from which interest will accrue
. the dates on which we will pay interest on the debt securities of that series and the regular
record dates for the interest payment dates
. the place or places where we will pay the principal of, premium, if any, and interest, if different
from those we describe in this prospectus
. any redemption terms, including mandatory redemption through a sinking fund or otherwise
redemption at our option and redemption at the option of the holder
. the denominations in which we will issue the debt securities of that series, if other than
denominations of $1 000 and any integral multiple of $1 000
. the provisions for the satisfaction and discharge of the indenture if different from those we
describe in this prospectus and
. any other terms of the debt securities of the series.
Fonn and Exchange. Unless we state otherwise in the prospectus supplement:
. we will issue the debt securities in fully registered fonD without coupons
. a holder of debt securities may exchange debt securities, without charge, for an equal aggregate
principal amount of debt securities of the same series, having the same issue date and with
identical tenDS and provisions and
. a holder of debt securities may transfer debt securities, without charge, other than applicable
stamp taxes or other governmental charges.
Indenture, Sections 1, 3.and
Unless we state otherwise in the prospectus supplement, the transfer of debt securities may be
registered and exchanged at the corporate trust office of the trustee, in New York, New York, as
security registrar. We may change the place for registration of transfer and exchange. We may designate
one or more additional places for registration and exchange, all at our discretion.
We are not required to execute or to provide for the registration of transfer or exchange of any
debt security
. during a period of 15 days prior to giving any notice of redemption with respect to that debt
security or
. that has been selected for redemption in whole or in part, except the unredeemed portion of any
debt security being redeemed in part.
Indenture, Sections and
We may issue all or some of the debt securities in book-entry form, which means that global notes
not certificates, will represent the debt securities. If we issue global notes representing any debt
securities, then a depository that we select will keep a record of the beneficial interests in the global
notes and record any transfers of beneficial interests.
We will describe any additional requirements as to the form and method of exchange of debt
securities in the prospectus supplement. Indenture, Section
Payment of Interest. Unless we state otherwise in the prospectus supplement, we will pay interest
on each debt security to the person in whose name the debt security is registered as of the close of
business on the regular record date for that interest payment date. If we have defaulted in the payment
of interest on any debt security, we may pay the defaulted interest to the holder of the debt security
of the close of business on a special record date that is not less than 10 days prior to the date we
propose to pay the defaulted interest. Notice of the special record date will be given by mail at least 15
days before the special record date. We may also pay defaulted interest in any other lawful manner
permitted by requirements of any securities exchange on which the debt security may be listed, if the
trustee deems that manner of payment practicable. Indel1ture, Section
Unless we state otherwise in the prospectus supplement, we will pay the principal of and premium
if any, and interest at maturity at the corporate trust office of the trustee, in New York, New York, as
our paying agent. We may change the place of payment. We may appoint one or more additional
paying agents and may remove any paying agent, all at our discretion. Indenture, Section
Redemption. We will describe any terms for the optional or mandatory redemption of a particular
series of debt securities in the prospectus supplement. Unless we state in the prospectus supplement
that the debt securities of that series are redeemable at the option of a holder, debt securities will be
redeemable only at our option. In order to exercise our right to
redeem any debt security, we must give the holder notice by mail at least 30 days prior to the date
fIXed for redemption. If we want to redeem fewer than all the debt securities of a series, the trustee
will choose the particular debt securities to be redeemed by a method of random selection, substantially
pro rata, that the trustee believes is fair and appropriate and which complies with the requirements of
the principal national securities exchange, if any, on which the debt securities of that series are listed. If
the debt securities to be redeemed have different terms and different maturities, we may select the
particular debt securities to be redeemed.
Unless we state otherwise in the prospectus supplement, if we are redeeming the debt securities at
our option, the redemption will be conditional upon the paying agent or agents receiving from us, on
or prior to the date fixed for redemption, enough money to redeem all of the debt securities called for
redemption, including accrued interest, if any. If sufficient money has not been received, the notice will
not be effective and we will not be required to redeem the debt securities. Indenture, Section 14.
Consolidation, Merger or Sale. The indenture provides that we will not consolidate with, merge
with or into any other person, whether or not we are the survivor, or sell, assign, transfer or lease all or
substantially all of our properties and assets as an entirety or substantially as an entirety to any person
or group of affiliated persons, in one transaction or a series of related transactions, unless:
. the successor person, if we are not the survivor, is a person organized under the laws of the
United States or any state thereof or the District of Columbia and expressly assumes in writing
all of our obligations under the outstanding debt securities and the indenture
. immediately before and after giving effect to the transaction or series of transactions, no event
of default, and no default, shall have occurred and be continuing and
. we deliver to the trustee an officer s certificate and an opinion of counsel stating that the
transaction and the supplemental indenture comply with the indenture.
Indenture, Article Eleven
Ellents of Default. The following are events of default with respect to any series of debt securities:
. failure to pay the principal of, or premium, if any, on, any debt security of that series when due
and payable at maturity, and upon redemption, but excluding any failure by us to deposit money
in connection with any redemption that is at our option, and the time for payment has not been
extended or deferred
. failure to pay interest on any debt security of that series when due and our failure continues for
30 days, and the time for payment has not been extended or deferred
. failure to make a sinking fund payment when due with respect to debt securities of that series
. failure to observe or perform any other covenant, warranty or agreement contained in the debt
securities of that series or in the indenture, other than a covenant, agreement or warranty
included in the indenture that is specifically dealt with in another event of default, and our
failure continues for 60 days after the trustee or holders of at least 25% in aggregate principal
amount of the outstanding debt securities of that series have given us written notice
. a court enters a decree or order for relief that remains unstayed and in effect for 60 consecutive
days in respect of us in an involuntary case under any applicable bankruptcy, insolvency or
similar law
. appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official
for us or for any substantial part of our property or
. ordering the winding up or liquidation of our affairs
. we commence a voluntary case under any applicable bankruptcy, insolvency or similar law
. we consent to the entry of an order for relief in an involuntary case under any applicable
bankruptcy, insolvency or similar law
. we consent to the appointment or taking possession by a receiver, liquidator, assignee, custodian
trustee, sequestrator or similar official for us or for any substantial part of our property
. we make any general assignment for the benefit of creditors and
. any other event of default with respect to debt securities of that series specified in the applicable
prospectus supplement.
Indenture, Section
An event of default with respect to the debt securities of any series does not necessarily constitute
an event of default with respect to any other series of debt securities issued under the indenture.
Unless we cure the default, the trustee is required to give notice of any default known to it within 90
days after the default has occurred; the term "default" includes any event which after notice or passage
of time or both would be an event of default. Except in the case of a default in payment, the trustee is
protected in withholding notice if and so long as the board of directors, the executive committee or
directors or responsible officers of the trustee in good faith determine that the withholding of notice is
in the interest of the holders. Indenture, Section
If an event of default with respect to debt securities of any series, other than due to events of
bankruptcy, insolvency or reorganization, occurs and is continuing, the trustee or the holders
of at least 25% in aggregate principal amount of the outstanding debt securities of that series, by notice
in writing to us, and to the trustee if given by the holders, may declare the unpaid principal of and
accrued interest to the date of acceleration on all the outstanding debt securities of that series to be
due and payable immediately. The holders of a majority of the principal amount of the outstanding
debt securities of that series, upon the conditions provided in the indenture, may rescind an
acceleration and its consequences with respect to that series.
If an event of default occurs due to bankruptcy, insolvency or reorganization, all unpaid principal
of and accrued interest on the outstanding debt securities of all series will become immediately due and
payable without any declaration or other act on the part of the trustee or any holder. Indenture, Section
The holders of a majority in principal amount of the outstanding debt securities of any series will
have the right to direct the time, method and place of conducting any proceeding for any remedy
available to the trustee, or exercising any trust or power conferred on the trustee, with respect to the
debt securities of that series, subject to the right of the trustee to decline to follow instructions that
would be unlawful, expose the trustee to personal liability or be unduly prejudicial to the interests of
holders who do not join in the direction. Indenture, Section
Subject to the provisions of the indenture relating to the duties of the trustee, if an event of
default shall occur and be continuing, the trustee will be under no obligation to exercise any of its
rights or powers under the indenture at the request or direction of any of the holders, unless the
holders have offered to the trustee reasonable indemnity. Indenture, Section
The indenture provides that we must periodically file statements with the trustee regarding
compliance by us with all conditions and covenants contained in the indenture. Indenture, Section
Modification of Indenture. We may modify the indenture, without notice to or the consent of any
holders of debt securities, with respect to certain matters, including:
. to add one or more covenants or other provisions for the benefit of holders of debt securities of
one or more series or to surrender any of our rights or powers and
. to cure any ambiguity, defect or inconsistency or to correct or supplement any provision which
may be inconsistent with any other provision of the indenture.
Indenture, Section 10.
In addition, we may modify certain of our rights and obligations and the rights of holders of the
debt securities with the consent of the holders of at least a majority in aggregate principal amount of
the outstanding debt securities affected by the modification. Indenture. Section 10.2
No amendment or modification may, without the consent of each holder of any outstanding debt
security affected:
. change the stated maturity of any debt security
. reduce the principal amount of, or the rate of interest on, or the amount of any premium on, orextend the time for payment or change the method of calculating interest on, any debt security,or extend the time for payment of those amounts or reduce the amount of principal of anoriginal issue discount security that would be due and payable upon acceleration of maturity
. impair the right to institute suit for the enforcement of any payment with respect to any debt
security
. reduce the percentage in principal amount of outstanding debt securities of any series necessaryto modify or amend the indenture, or to waive compliance with certain provisions of theindenture or defaults or events of default and their consequences or
. subordinate any debt securities to any other of our indebtedness.
Indenture, Section 10.
Waiver. The holders of not less than a majority in aggregate principal amount of the outs~andingdebt securities of any series may waive any default or event of default with respect to that series, except
payment and bankruptcy defaults. Indenture, Section 6.
Defeasance. Unless we state otherwise in the prospectus supplement relating to the debt securities
of a particular series, the indenture provides that we shall be discharged from our obligations under theindenture with respect to any series of debt securities at any time prior to the maturity date orredemption of that series when we meet certain requirements specified in the indenture, including
. when we have irrevocably deposited with the trustee, in trust
. sufficient funds to pay the principal of and premium, if any, and interest to the maturitydate or redemption on, the debt securities of that series or
. an amount of direct obligations of, or obligations guaranteed by, the United States
government as will be sufficient to pay when due the principal of and premium, if any. andinterest to the maturity date or redemption on, the debt securities of that series and
. when we have paid all other sums payable with respect to the debt securities of that series.
Upon the discharge of the indenture with respect to a particular series, the holders of debtsecurities of that series shall no longer be entitled to the benefits of the indenture, except for purposesof registration of transfer, exchange and replacement of lost, stolen or mutilated debt securities.Indenture, Sections 12.1 and 12.3
Collce171ing the Trustee. We and our affiliates may conduct banking transactions with the trustee in
the normal course of business.
USE OF PROCEEDS
Unless we state otherwise in the prospectus supplement, we will add the net proceeds from the
sale of the securities to our general funds. We may use our general funds for any of the following
purposes:
. to acquire property
. to construct additional electric facilities
. to improve or maintain our service
. to redeem or purchase outstanding first mortgage bonds and debt securities and
. to repay short-term borrowings.
If we do not use the proceeds immediately, we may temporarily invest them in short-term instruments.
PLAN OF DISTRIBUTION
We may sell the securities:
. through underwriters or dealers
. through agents or
. directly to a limited number of purchasers or to a single purchaser.
Through UndelWriters or DeaLers. If we use underwriters in the sale, the underwriters will buy the
securities for their own account. The underwriters may resell the securities in one or more transactions,
including negotiated transactions, at a fixed public offering price or at varying prices determined at the
time of the sale. The underwriters may sell the securities directly or through underwriting syndicates
that managing underwriters represent. Unless we state otherwise in the prospectus supplement, the
obligations of the underwriters to purchase the securities will be subject to certain conditions, and the
underwriters will be obligated to purchase all of the securities if they purchase any of them.
If we use a dealer in the sale, we will sell those securities to the dealer as principal. The dealer
may then resell the securities to the public at varying prices determined at the time of resale.
Any initial public offering price and any discounts or concessions allowed or reallowed or paid to
dealers may be changed from time to time.
Through Agents. We may from time to time designate one or more agents to sell the securities.
Unless we state otherwise in the prospectus supplement, any agent will agree to use its best efforts to
solicit purchases for the period of its appointment.
Directly. We may sell the securities directly to one or more purchasers. In this case, there will beno underwriters or agents.
General Information.
The prospectus supplement will state:
. the names of any underwriters, dealers or agents
. the terms of the securities offered
. the purchase price of the securities and the proceeds we will receive from the sale
. any initial public offering price
. any underwriting discounts and other items constituting underwriters' compensation and
. any discounts or concessions allowed or reallowed or paid to dealers.
We may authorize agents, underwriters or dealers to solicit offers from certain institutions. We maysell the securities to these institutions for delayed delivery at a specified date in the future. At that
time, they will pay the public offering price on the terms we describe in the prospectus supplement.
We may agree to indemnify underwriters, dealers and agents against certain civil liabilities,including liabilities under the Securities Act of 1933.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and other reports, proxy statements and other information with the
Securities and Exchange Commission. Our Securities and Exchange Commission filings are available to
the public from the Securities and Exchange Commission s website at http://www.sec.gov. You may alsoread and copy any document we file at the Securities and Exchange Commission s public referenceroom in Washington, D.c. located at 450 Fifth Street, N., Washington D.c. 20549. Please call theSecurities and Exchange Commission at 1-800-SEC-0330 for further information on the public
reference room.
This prospectus is part of a registration statement that we filed with the Securities and ExchangeCommission. This prospectus does not contain all information in, or exhibits to, the registration
statement. You may inspect the registration statement and exhibits without charge at the Securities andExchange Commission s office, 450 Fifth Street, N., Washington, D.c. 20549, and you may obtaincopies upon payment of a duplicating fee.
Information about us is also available at our website at http://www.idahopower.com. However, theinformation on our website is not a part of this prospectus.
INFORMATION INCORPORATED BY REFERENCE
The Securities and Exchange Commission allows us to incorporate by reference the information we
file with it, which means that we can disclose important information to you by referring to those
documents. The information incorporated by reference is an important part of this prospectus, and
information that we file later with the Securities and Exchange Commission will automatically update
and supersede this information. We incorporate by reference the following documents that we filed
with the Securities and Exchange Commission (SEC file number 1-3198):
. Annual Report on Form lO-K for the year ended December 31, 2003, filed on March 4, 2004.
. Quarterly Reports on Form lO-Q for the quarters ended March 31, 2004, June 30, 2004 and
September 30, 2004, filed on May 6, 2004, August 5, 2004 and November 4, 2004, respectively.
. Current Reports on Form 8-K filed on March 22, 2004, March 25, 2004, April 1, 2004, April 13,
2004, May 19 2004, May 26, 2004, May 27, 2004, June 9, 2004, June 16 2004, June 23, 2004
July 14, 2004, July 16, 2004, July 30, 2004, August 12, 2004, August 18, 2004, September 3, 2004
September 30, 2004, November 30, 2004, December 6, 2004, January 4, 2005, January 14, 2005
and January 26, 2005.
. All documents we file under Section 13(a), B(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended, after the date of this prospectus and before we terminate the offering.
We will provide to each person, including any beneficial owner, to whom this prospectus is
delivered, a copy of any or all of the information that has been incorporated by reference in this
prospectus but not delivered with this prospectus. You may obtain a copy of any of these documents at
no cost, by written or oral request to us at the following address:
Shareowner Services
Idaho Power Company
1221 W. Idaho Street
Boise, ID 83702
Telephone [phone]
LEGAL OPINIONS
Thomas R. Saldin, our Senior Vice President, General Counsel and Secretary, and LeBoeuf
Lamb, Greene & MacRae, LLP., New York, New York, a limited liability partnership including
professional corporations, will pass upon the legality of the securities and other legal matters for us.
Sullivan & Cromwell LLp, New York, New York, will pass upon the legality of the securities and other
legal matters for any undelWriter, dealer or agent. LeBoeuf, Lamb
Greene & MacRae, LL.P. and Sullivan & Cromwell LLP may, for matters governed by the laws of
Idaho, rely upon the opinion of Mr. Saldin.
EXPERTS
The consolidated financial statements and the related consolidated financial statement scheduleincorporated in this prospectus by reference from our Annual Report on Form lO-K for the year endedDecember 31, 2003 have been audited by Deloitte & Touche LLP, an independent registered public
accounting firm, as stated in their report, which is incorporated herein by reference, which reportexpresses an unqualified opinion and includes an explanatory paragraph referring to the accounting and
presentation of asset retirement obligations, and have been so incorporated in reliance upon the report
of such firm given upon their authority as experts in accounting and auditing.
With respect to the unaudited interim financial information for the periods ended March 31, 2004
and 2003, June 30, 2004 and 2003 and September 30, 2004 and 2003 which is incorporated herein by
reference, Deloitte & Touche LLp, an independent registered public accounting firm, have appliedlimited procedures in accordance with standards of the Public Company Accounting Oversight Board
(United States) for a review of such information. However, as stated in their reports included in our
Quarterly Reports on Form lO-Q for the quarters ended March 31 , 2004, June 30, 2004 and September, 2004 and incorporated by reference herein, they did not audit and they do not express an opinionon that interim financial information. Accordingly, the degree of reliance on their reports on suchinformation should be restricted in light of the limited nature of the review procedures applied.Deloitte & Touche LLP is not subject to the liability provisions of Section 11 of the Securities Act of
1933, as amended, for their reports on the unaudited interim financial information because those
reports are not "reports" or a "part" of the registration statement prepared or certified by anaccountant within the meaning of Sections 7 and 11 of the Securities Act of 1933, as amended.
Thomas R. Saldin, our Senior Vice President, General Counsel and Secretary, has reviewed thestatements under "Description of the First Mortgage Bonds" relating to the lien of the indenture andthe statements as to matters of law and legal conclusions in the documents incorporated by reference.We make these statements in reliance upon his opinion and authority as an expert.
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$200 000 000
IDAHO POWER COMPANY
First Mortgage Bonds
Secured Medium-Term Notes, Series F
PROSPECTUS SUPPLEMENT
May 9. 2005
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