20071105Pricing Supplement.pdf

IDAHO POWER COMPANY
O. BOX 70
BOISE~t~~1~~\J
An IDACORP Company .
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PATRICK A. HARRINGTON
Corporate Secretary
Ms. Jean D. Jewell
Secretary
Idaho Public Utilities Commission
Statehouse
Boise, Idaho 83720
November 2, 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 October 18, 2007, Idaho Power completed the closing for the issuance of
$100 000 0000 of its 6.25% First Mortgage Bonds due 2037, Secured Medium-Term Notes
Series G (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 of the Notes are
five (5) copies of Pricing Supplement No.1 (with attached Prospectus Supplement) 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.
1Ju~
Patrick A. Harringt
R. Keen
Terri Carlock
Telephone [phone], Fax [phone]
F?ECEi
Pricing Supplement No. I Dated October 15 2007
(To Prospectus dated January 27, 2005 and
Prospectus Supplement dated September 21 , 2007)
relating to First Mortgage Bonds
Secured Medium- Tern1 Notes, Series G
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$100 000 000
IDAHO POWER COMPANY
250/0 First Mortgage Bonds due 2037
Title of Securities:25% First Mortgage Bonds due 2037 (the
Notes
Purchasers ' Discount:
Proceeds to Us after Discount:
$100 000 000
99.732% payable in immediately available funds
75%
Principal Amount:
Price to Public:
Interest Rate:
Original Issue Date:
Original Interest Accrual Date:
Interest Payment Dates:
Record Dates:
98.982%
25%
Maturity Date:
Redemption:
October 18 , 2007
October 18, 2007
April 15 and October 15
March 31 and September 30
October 15 2037
See "Optional Redemption" below
Fon11:Book-Entry
Wachovia Securities
Bane of America Securities LLC
JPMorgan
KeyBanc Capital Markets
RBC Capital Markets
Wedbush Morgan Securities Inc.
Piper J affray
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 deteTI11ined 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-mlliual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as
defined below), plus 25 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 ammm 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 teTI11 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
maturi ty to the remaining tern1 of the Notes to be redeemed.
Comparable Treasury Price" means, with respect to any date fixed for redemption
(I) 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 Dealer 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 , J.P. Morgan Securities
Inc. and their respective successors, unless any of them 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 teTI11S 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
Wedbush Morgan Securities Inc.
500 000
000 000
000 000
500 000
000 000
000 000
Wachovia Capital Markets, LLC
Bane of America Securities LLC
J.P. Morgan Securities Inc.
KeyBanc Capital Markets Inc.
RBC Capital Markets Corporation
Piper Jaffray & Co.000 000
$ 100,000.000Total
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 Payment Dates:
We will make interest payments on the Notes on April 15 and October 15 of each year
commencing April IS , 2008 , and at maturity. The record date for the April 15 payment of
interest will be March 31 and the record date for the October 15 payment of interest will be
September 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 the $80 000 000 7.38% First Mortgage Bonds that mature on
December I , 2007 and to repay a portion of our short-teTI11 debt. If we do not use the proceeds
immediately, we may temporarily invest them in short-teTI11 investments.
PROSPECTUS SUPPLEMENT
To Prospectus dated January 27, 2005
$100,000 000
Idaho Power Company
First Mortgage Bonds
Secured Medium-Term Notes, Series G
This prospectus supplement may be used to offer and sell the notes only ifaccompanied by the
accompanying prospectus.
Idaho Power Company may use this prospectus supplement to offer from time to time its first mortgage
bonds, secured medium-tenD notes, series G.
Terms 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 I and September 1
Held in book-entry fonD 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 offense.
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 $99 250 000 and $99 875 000 of the proceeds from the sale of the notes, after
paying the agents' commissions of between $125 000 and $750 000.
Banc of America Securities LLC
JPMorgan
KeyBanc Capital Markets
Piper Jaffray
RBC Capital Markets
Wachovia Securities
Wedbush Morgan Securities Inc.
Wells Fargo Securities
Prospectus Supplement dated September 21, 2007
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 infon11ation. 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.
T ABLE OF CONTENTS
Pa2e
Prospectus Supplement
Description of the Notes ............................................................................................................................
Supplemental Plan of Distribution.................................................. ...........................................................
Prospectus
About Idaho Power Colnpany....................................................................................................................... 2
Ratios of Eamings to Fixed Charges.............................................................................................................
Forward-Looking Information ......................................................................................................................
Description of the First Mortgage Bonds...................................................................................................... 5
Description of Debt Securities ....................................................................................................................
Use of Proceeds............................................ ...............................................................................................
Plan of Distribution.................................................. ...................................................................................
Where You Can Find More Infonnation.....................................................................................................
Information Incorporated by Reference......................................................................................................
Legal Opinions............................................................................................................................................
Experts ........................................................................................................................................................ 21
DESCRIPTION OF THE NOTES
General
You should read the following inforn1ation, which summarizes certain ten11S 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 I , 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 $1.5 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 will include the specific teTI11S of the note to which it relates and may
include modifications of or additions to the more general teTI11S described in this prospectus
supplement and the accompanying prospectus.
The pricing supplement relating to a note will contain the following importantinforn1ation:
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 tern1S not inconsistent with the indenture
The following infoTI11ation 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 The 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 noteholders on March 1 and September I 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. Ifwe 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 be, 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 I payment will be February 15, and the record date for the
September 1 payment will be August 15. Ifwe 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 temlS 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 form, and the following provisions will apply to all
book-entry notes:
The Depository Trust Company, New York, NY , which we refer to as "DTC", will act as
securities depository for the notes.
DTC , the world's largest depository, 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 Unifon11 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 and provides asset servicing for over 2.2 ,million issues of US. and non-S. equity,
corporate and municipal debt issues, and money market instrument from over 100 countries that
DTC's direct participants deposit with DTc. DTC also facilitates the post-trade settlement
among direct participants of sales and other securities transactions in deposited securities through
electronic computerized book-entry transfers and pledges between direct participants' accounts.
This eliminates the need for physical movement of securities certificates. Direct participants
include both US. and non-US. securities brokers and dealers, banks, trust companies, clearing
corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The
Depository Trust & Clearing Corporation, or DTCC. DTCC, in turn, is owned by a number of
direct pmiicipants ofDTC and Members of the National Securities Clearing Corporation, Fixed
Income Clearing Corporation, and Emerging Markets Clearing Corporation , also subsidiaries of
DTCC, as well as by the New York Stock Exchange, Inc., the American Stock Exchange LLC
and the National Association of Securities Dealers, Inc. Access to the DTC system is also
available to others such as both U.S. and non-S. securities brokers and dealers, banks, trust
companies, arid clearing corporations that clear through or maintain a custodial relationship with
a direct participant, either directly or indirectly. DTC has Standard & Poor s highest rating:
AAA. The DTC Rules applicable to its participants are on file with the Securities and Exchange
Commission. More inforn1ation about DTC can be found at www.dtcc.col11 and www.dtc.org.
We will issue the notes as fully-registered securities registered in the name of Cede & Co.
or such other name as an authorized representative of 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.
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's purchase, DTC will enter a credit for the notes in its records under such participant'
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 confirn1ation
from DTC of their purchase. Beneficial owners are, however, expected to receive written
confirn1ations providing details of the transaction, as well as periodic statements of their
holdings, from the pmiicipant through which the beneficial owner entered into the transaction.
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 celiificates 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 of DTC's partnership nominee , Cede & Co., or such other name as an authorized
representative of DTC may request. The deposit of notes with DTC and their registration in the
name of Cede & Co. or such other nominee 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. Ifwe are redeeming less than all of the notes
DTC's practice is to deteTI11ine by lot the amount of the interest of each direct participant in the
issue to be redeemed.
Neither DTC nor Cede & Co, or such other DTC nominee, will consent or vote with
respect to the notes unless authorized by a direct participant in accordance with DTC's
procedures. Under its usual procedures, DTC will mail an omnibus proxy as soon as possible
after the record date. The onmibus 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 i11ake principal and interest payments on the notes to Cede & Co.
or such other nominee as an authorized representative of DTC may request. DTC's practice is to
credit direct participants' accounts upon DTC's receipt of funds and corresponding detailed
infoTI11ation 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 foTI11 or registered in street name. Payment by participants to
beneficial owners is the responsibility of the pmiicipants and not DTC , any agents or us, subject
to any statutory or regulatory requirements in effect from time to time. Payment of principal and
interest to Cede & Co. is our responsibility or the responsibility of our paying agents.
Disbursement of these payments to 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 depository 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-only 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.
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.
We obtained the infoll11ation in this section concell1ing DTC and DTC's book-entry
system from sources that we believe to be reliable. We take no responsibility for the accuracy
thereof.
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 income 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
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
deteTI11ined 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
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. Under certain circumstances, th~ sale of other
debt securities may reduce the maximum aggregate amount of notes that we offer by this
prospectus supplement.
The notes area 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 making 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 ofthe notes may be higher than the price that otherwise might
exist ih 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
perforn1 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 fo1111, 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 infornlation on any of these websites and any other
inforn1ation contained on a website maintained by an agent is not part of this prospectus
supplement, the accompanying prospectus and any applicable pricing supplement.
(This page has been left blank intentionally.)
PROSPECTUS
$300 000 000
IDAHO POWER COMP ANY
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 infoTI11ation about the teTI11S of that offering. The
prospectus supplement may also add, update or change infon11ation 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
teTI11S of any particular plan of distribution, including any underwriting anangements.
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 ten11S 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
Weare an electric public utility incorporated under the laws of the State ofldaho 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 ofIDACORP, Inc. IDACORP owns all
of our outstanding common stock.
Weare engaged in the generation, purchase, transmission, distribution and sale of electric
energy in a 20 000 square mile area, primarily in southem Idaho and eastem 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, wesupplied 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 s few investor-owned utilities with a
predominantly hydro base.
RATIOS OF EARNINGS TO FIXED CHARGES
Ratio of Eamings to Fixed Charges------_--------_..-------_.---------------
Supplemental Ratio of Earnings to Fixed Charges(l)
----.-----....
1999 2000 2001
1.72
l.70
2002 2003
1.99
1.97
Twelve Months
Ended
September 30
2004
Twelve Months Ended December 31,
(I) Includes interest on the guaranty of the American Falls Reservoir District bonds and Milner Dam, Inc- noles-
FORWARD-LOOKING INFORMATION
In connection with the safe harbor provisions of the Private Securities Litigation Refon11
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 perforn1ance 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 pen11its and approvals, and risks related to contracting, construction
and start-up
operation of our power generating facilities including breakdown or failure of
equipment, perfoTI11ance 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
perfoIl11ance 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
teTI11s, 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 foTI11ation 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 ten11S 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 al1 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 material1y 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, foTI11erly 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
teTI11S 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 teTI11S used in this summary.
We issue bonds in series. Each series of bonds may have different tern1S. We will
include all of the following infoTI11ation 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 foro1 and
any other telms or provisions relating to the bonds that are not inconsistent with
the provisions of the indenture.
Form 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 forn1, 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 foTI11 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.
Ifwe 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 SCYo 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 Supplemental, Section 15
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 choses in action
except as pen11itted 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 canoy 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
12 J; Thirty-eighth Supplemental, Article IV 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
V, Second Supplemental, Section J
the principal amount of first mortgage bonds or prior lien bonds referred to above
retired or then to be retired Indenture, Articles Vand VI
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 , 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 deteTI11ining 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, ofthese 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. Generally, we may release property from the lien of the indenture
by doing the following:
depositing cash with the corporate trustee
substituting property additions or
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 peTI11it 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.
Indenture, Sections 113, 121.. TJ,venty-third Supplemental, Section 9; Thirty-sixth Supplemental
Section
Events of Default. The following are defaults, sometimes called completed defaults
under the indenture:
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 perfoTI11 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 I06 and Twenty-seventh Supplemental Indenture, Section IO
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 Supplemental, Article 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 ten11S of the
indenture and that we have not defaulted under the indenture. Twenty-sixth Supplemental
Section 8; Thirty-third Supplemental, Section
Concerning the Corporate Trustee. We and our affiliates may conduct banking
transactions with the corporate trustee in the noTI11al 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 , 200 I. 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 teTI11S 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 tern1S
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 of 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 tern1s, is subordinate to these debt securities.
1 1
We will issue debt securities in series. Each series of deot securities may have different
tern1S and, in some cases, debt securities of the same series may have different teTI11s. The
prospectus supplement relating to a particular series of debt securities will contain the following
inforn1ation 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 deteTI11ine 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 temls, 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 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 ten11S of the debt securities of the series.
Form and Exchange. Unless we state otherwise in the prospectus supplement:
we will issue the debt securities in fully registered foTI11 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 terms 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 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.
Weare 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 foTI11, 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 foTI11 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 as 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 pern1itted by requirements of any securities exchange on
which the debt security may be listed, if the trustee deems that manner of payment practicable.
Indenture, 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 teTI11S
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
Events 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 perforn1 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 ten11 "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
detern1ine 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 6.
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 un)awful, expose the trustee to personal liability or be unduly
prejudicial to the interests of holders who do not join in the direction. Indentul-, 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
Modtfication 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.
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, or extend 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 an original 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 necessary to modify or amend the indenture, or to waive compliance with
certain provisions of the indenture or defaults or events of default and their
consequences or
subordinate any debt securities to any other of our indebtedness.
Indenture, Section J O.
Waiver. The holders of not less than a majority in aggregate principal amount of the
outstanding debt 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 the indenture with respect to any series of debt securities at any time prior to
the maturity date or redemption 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 maturity date 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, and interest 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 debt
securities of that series shall no longer be entitled to the benefits of the indenture, except for
purposes of registration of transfer, exchange and replacement oflost, stolen or mutilated debt
securities. Indenture, Sections /2.and 12.
Concerning 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.
Ifwe 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 Underwriters or Dealers. Ifwe 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 deteTI11ined 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 purchaseall 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 suppJement, 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 be no underwriters or agents.
General Information.
The prospectus supplement will state:
the names of any underwriters , dealers or agents
the teTI11S 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 may sell 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 teTI11S 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 also read and copy any document we file at the Securities and
Exchange Commission s public reference room in Washington, D.C. located at 450 Fifth Street
, Washington D.c. 20549. Please call the Securities 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
Exchange Commission. 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 and Exchange Commission s office , 450 Fifth Street, N., Washington, D.
20549, and you may obtain copies upon payment of a duplicating fee.
Infol111ation about us is also available at our website at http://www.idahopower.com.
However, the infoffi1ation on our website is not a part of this prospectus.
INFORMA TION INCORPORATED BY REFERENCE
The Securities and Exchange Commission allows us to incorporate by reference the
infoTI11ation we file with it, which means that we can disclose important infoTI11ation to you
referring to those documents. The inforn1ation incorporated by reference is an important part of
this prospectus, and infoTI11ation that we file later with the Securities and Exchange Commission
will automatically update and supersede this inforn1ation. We incorporate by reference the
following documents that we filed with the Securities and Exchange Commission (SEC file
number 1-3198):
Annual Report on FoTI11 10-K for the year ended December 31 2003 , filed on
March 4, 2004.
Quarterly Reports on FoTI11 IO-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 FoTI11 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
2004, August 18 2004, September 3 2004, September 30, 2004, November
2004, December 6 2004, January 4, 2005, January 14 2005 and January 26
2005.
All documents we file under Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended, after the date of this prospectus and before
we tern1inate 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 infoTI11ation 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, 10 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 underwriter, dealer or agent. LeBoeuf, Lamb
Greene & MacRae, LLP. 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
schedule incorporated in this prospectus by reference from our Annual Report on Forn1 10-K for
the year ended December 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 report expresses 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 firn1 given upon their authority
experts in accounting and auditing.
With respect to the unaudited interim financial infoTI11ation 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 fiTI11, have applied limited procedures in accordance with standards of the Public
Company Accounting Oversight Board (United States) for a review of such inforn1ation.
However, as stated in their reports included in our Quarterly Reports on Form 10-Q for the
quarters ended March 31 , 2004, June 30 , 2004 and September 30 , 2004 and incorporated by
reference herein, they did not audit and they do not express an opinion on that interim financial
inforn1ation. Accordingly, the degree ofreliance on their reports on such infon11ation 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 an accountant 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 the statements under "Description of the First Mortgage Bonds " relating to the lien of
the indenture and the 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.
$100,000 000
IDAHO POWER COMPANY
First Mortgage Bonds
Secured Medium-Term Notes, Series G
PROSPECTUS SUPPLEMENT
September 21 , 2007
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