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Home My WebLink About20090331Pricing Supplement No 2.pdf~- An IDACORP Company IDAHO POWER COMPANY P.O. BOX 70 BOISE, IDAHO 83707 ¡: r:iL,-.", .~.""'" inoq H~.R J I AM 8. 08 PATRICK A. HARRINGTON Corporate Secretary Ms. Jean D. Jewell Secreta Idaho Public Utilities Commission Statehouse Boise, Idaho 83720 March 30, 2009 Re: In the Matter of the Application of Idaho Power Company for an Order Authorizing the Issuace and Sale of up to $350,000,000 of Idaho Power's First Mortgage Bonds and Debt Securities Case No. IPC-E-07-19 Dear Ms. Jewell: On March 30, 2009, Idaho Power completed the closing for the issuance of $100,000,000 of its 6.15% First Mortgage Bonds due 2019, Secured Medium-Term Notes, Series H (the "Notes"). The Notes were issued pursuant to the Commission's authorization in Order No. 30487 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.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. Sincerely,/atfflT c: S.R. Keen R.L. Mils Terri Carlock-IPUC Telephone (208) 388-2878, Fax (208) 388-6936 pharrington~dahopower.com c¡ï...:-! Pricing Supplement NO.2 Dated March 25, 2009 (To Prospectus dated December 18,2007 and Prospectus Supplement dated April 3, 2008) relating to First Mortgage Bonds, Secured Medium-Term Notes, Series H 2t\09 l'U,R 31 Ar~ 8: 08 $100,000,000 IDAHO POWER COMPANY 6.150/0 First Mortgage Bonds due 2019 Title of Securties:6.15% First Mortgage Bonds due 2019 (the "Notes") Principal Amount: Price to Public: Puchasers' Discount: Proceeds to Us after Discount: Interest Rate: Original Issue Date: Original Interest Accrual Date: Interest Payment Dates: $100,000,000 99.815% payable in immediately available fuds 0.625% 99.190% 6.15% March 30, 2009 March 30, 2009 April 1 and October i, commencing October 1, 2009 March 15 and September 15 April 1, 2019 See "Optional Redemption" below Book-Entr Record Dates: Maturity Date: Redemption: Form: Bane of America Securities LLC J.P. Morgan Wachovia Securities Key Bane Capital Markets Wedbush Morgan Securities Inc. RBC Capital Markets Piper Jaffray 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 matuty 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-anual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasur Rate (as defined below), plus 50 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 wil mail notice of any redemption at least 30 days before the date fixed for redemption to each holder of the Notes to be redeemed. "Treasur Rate" means, with respect to any date fixed for redemption, the rate per anum equal to the semi-annual equivalent yield to matuty of the Comparble Treasur Issue, assuming a price for the Comparable Treasur Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasur Price for such date. "Comparble Treasur Issue" means the United States Treasur securty selected by an Independent Investment Baner as having a matuty comparable to the remaining term of the Notes to be redeemed that would be used, at the time of selection and in accordance with customar financial practice, in pricing new issues of corporate debt securties of comparable matuty to the remaining term of the Notes to be redeemed. "Comparable Treasur Price" means, with respect to any date fixed for redemption, (I) the average of the bid and asked prices for the Comparable Treasur Issue (expressed in each case as a percentage of its pricipal 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 Ban of New York and designated "Composite 3:30 p.m. Quotations for U.S. Governent Securties" 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 Treasur Dealer Quotations for such date, or (b) if the trstee obtains fewer than four such Reference Treasury Dealer Quotations, the average of all the quotations received. "Independent Investment Banker" means anyone of the Reference Treasur 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 trstee, of the bid and asked 2 prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in wrting 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 Treasur Dealer" means (1) each of Banc of America Securities LLC and J.P. Morgan Securities Inc., and their respective successors, unless any of them ceases to be a primary U.S. Governent securities dealer in New York City (a "Primary Treasur Dealer"), in which case we wil substitute another Primary Treasur Dealer and (2) any other Primary Treasur 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 Banc of America Securties LLC $ 27,500,000 25,000,000 25,000,000 7,500,000 5,000,000 5,000,000 5,000,000 $ 100,000,000 J.P. Morgan Securities Inc. Wachovia Capital Markets, LLC KeyBanc Capital Markets Inc. Wedbush Morgan Securties Inc. RBC Capital Markets Corporation Piper Jaffay & Co. Total The Notes sold by the purchasers to the public wil 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 0.375% of the principal amount of the Notes. Any such securties 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 0.250% of the principal amount of the Notes. 3 Interest Payment Dates: We wil make interest payments on the Notes on April I and October 1 of each year, commencing October 1,2009, and at matuity. The record date for the April 1 payment of interest wil be March 15 and the record date for the October 1 payment of interest wil be September 15. Use of Proceeds: The purchasers wil pay the net proceeds from the sale of the Notes to us in immediately available fuds. After our receipt of the net proceeds, the Notes wil be credited to the purchasers' Depository Trust Company accounts free of payment. We wil 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 temporarly invest them in short-term investments. Supplemental Plan of Distribution: Some of the purchasers or their affliates paricipate in our commercial paper program and may from time to time hold our commercial paper. As a result, more than 10% of the net offering proceeds may be paid to purchasers or their affliates in connection with the repayment of a portion of our short-term debt. Accordingly, this offerig is being made in reliance upon Rule 511O(h) of the rules of the Financial Industr Regulatory Authority, Inc. UnionBanc Investment Services LLC, a Financial Industr Regulatory Authority member and subsidiary of Union Bank, N.A., is being paid a referrl fee by Wedbush Morgan Securties Inc. 4 PROSPECTUS SUPPLEMENT To Prospectus dated December 18,2007 $350,000,000 Idaho Power Company First Mortgage Bonds, Secured Medium-Term Notes, Series H This prospectus supplement may be used to offer and sell the notes only if accompanied by the accompanying prospectus. Idaho Power Company may use this prospectus supplement to offer from time to time its first mortgage bonds, secured medium-term notes, series H. Terms of Sale The following terms may apply to the notes which we may sell at one or more times. We wil include final terms for each note you purchase in a pricing supplement. Matue 9 months to 30 years from date of issue Fixed interest rate Interest payable on March 1 and September i Held in book-entr form by The Depository Trust Company Settlement in immediately available fuds May be subject to mandatory redemption or redemption at our option · Minimum denominations of$l,OOO increased in multiples of$l,OOO Yon should review carefully the risk factors that we have disclosed in our public fiings 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 wil use their reasonable best effort to sell the notes offered. Ifwe sell the notes at 100% of their principal amount, we wil receive between $347,375,000 and $349,125,000 of the proceeds from the sale of the notes, after paying the agents' commissions of between $875,000 and $2,625,000. Banc of America Securities LLC BNY Capital Markets, Inc. JPMorgan KeyBanc Capital Markets Lazard Capital Markets Piper J affray RBC Capital Markets Sun Trust Robinson Humphrey Wachovbi Securities Wedbush Morgan Securities Inc. Wells Fargo Securities Prospectus Supplement dated April 3, 2008 Page 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 informtion. You should not assume that the information contained or incorporated by reference in this prospectus supplement, the accompanying prospectus and any pricing supplement is accurte 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 permtted. TABLE OF CONTNTS Prospectus Supplement Description of the Notes ............................................................................................................................S-3 Supplemental Plan of Distribution.......................................... ...................................................................S-5 Prospectus Risk Factors ..................................................................................................................................................1 Forward-Lookig Statements........................................................................................................................1 About Idaho Power Company... ............... .............. ............. ...... ........ ......... ......... ........... ........ ....... ...... .......... 3 Ratios of Earings to Fixed Charges............................................................................................................. 3 Description of the First Mortgage Bonds...................................................................................................... 4 Description of Debt Securties................. ............................ .... .......................... ....... ................ ......... ......... 10 Book-Entr System..................................................................................................................................... 17 Use of Proceeds............................................ ...............................................................................................19 Plan of Distrbution....................................................................... ..............................................................19 Incorporation of Certin Information by Reference................................... ............ ............. ........................ 20 Where You Can Find More Information.....................................................................................................22 Legal Matters.............................................................................................................................................. 22 Experts ........................................................................................................................................................22 S-2 DESCRIPTION OF THE NOTES General You should read the following information, which summarizes certain tèrms 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 Indentue of Mortgage and Deed of Trust, dated as of October 1, 1937, as amended and supplemented. Please also refer to the indentue, which was fied as an exhibit to the registration statement of which this prospectus supplement forms a part. The indentue limits the aggregate principal amount of first mortgage bonds at anyone time outstanding to $1.5 bilion. We may amend the indentue 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 wil prepare a pricing supplement to this prospectus supplement and the accompanying prospectus. The pricing supplement wil 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 following important information: .purchase price of the notes, which may be a percentage of the aggregate principal amount issue date matuty date interest rate interest accrual date redemption provisions, if any, and other material terms not inconsistent with the indentue. . . . . . . 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 wil issue each note in book-entr form and not certificated form. The depositary for book-entr notes wil 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 wil matue 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 wil not offer the notes to United States alien holders. You are a Unîted States alien holder if you are, for United States federal income tax puroses: · a nonresident alien individual S-3 · a foreign corporation · a foreign partership or · an estate or trst 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 wil bear interest at a fixed rate stated on the face of the note. Interest wil be computed on the basis of a 360-day year of twelve 30-day months. We wil make interest payments to noteholders on March 1 and September 1 of each year or on the interest payment dates specified in the pricing supplement, and at matuty or upon earlier redemption. If any interest payment date, redemption date or matuty date does not fall upon a business day, we wil make the payment on the next business day. A business day is any day, other than a Satuday or Sunday, on which ban 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 wil accrue on those amounts for the period from and after the interest payment date, redemption date or matuty date, as the case may be, to the next business day. We wil make payments of principal, premium, if any, and interest in respect of the notes in immediately available fuds. We wil make payments on book-entr notes to Cede & Co., the partership nominee of The Depository Trut Company. The record date for the March 1 payment wil be Februry 15, and the record date for the September 1 payment wil be August 15. Ifwe change the interest payment dates, we wil 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 matue. The pricing supplement wil indicate whether or not a note is subject to redemption and the terms of redemption, ifany. Ifwe decide to redeem the notes, you wil receive at least 30 days' notice. Tax Defeasance Under current United States federal income tax law, defeasance under the indentue should be treated as a taxable exchange of the notes to be defeased for an interest in the defeasance trst. 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 trst. You would thereafter be required to include in income your share of the income, gain or loss of the defeasance trst, 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. S-4 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 wil pay the agents a commission on any notes sold through the agents. The commission wil 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 wil purchase the notes as principal for their own accounts. Any such sale wil 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 par of the discount the agents received from us. The agents wil purchase the notes at a price equal to 100% of the principal amount less a discount. Unless otherwise stated, the discount wil equal the applicable commission on an agency sale of notes of the same matuty. We may sell notes directly to investors on our own behalf in those jursdictions where we are authorized to do so. We wil 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 sellng agency agreement that we have entered into with the agents listed on the cover. The commission applicable to agency sales through any other agents wil be the same as that applicable to agency sales through the agents listed on the cover. The agents, whether acting as agent or as principal, may be deemed to be ''uderwiters'' within the meaning of the Securties Act of 1933, as amended. We have agreed to indemnify each agent against certain liabilities, including liabilities under the Securities Act, or to contrbute 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 Securties 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 underwters' discounts or commissions under the Securities Act of 1933. Payment of the purchase price of the notes must be made in immediately available fuds. In addition to offering the notes through the agents described in this prospectus supplement, we may sell other debt securties. Under certain circumstances, the sale of other S-5 debt securities may reduce the maximum aggregate amount of notes that we offer by this prospectus supplement. The notes are a new issue of securties with no established trading market and wil 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 trsactions 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 trnsactions consist of certin bids or purchases made for the purose of preventig 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 underwiting discount received by it because the agents have repurchased notes sold by or for the account of such agent in stabilzing or short covering trsactions. 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, wil be approximately $2 milion. Each agent and its affliates may from time to time engage in trnsactions with, and perform investment banking, general banng and other financial services for, us and our affiliates in the ordinar coure of business. We may distrbute this prospectu supplement and any applicable pricing supplement by mail, in printed form and electronically in portble 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. S-6 PROSPECTUS $350,000,000 IDAHO POWER COMPANY First Mortgage Bonds Debt Securties We may offer from time to time, in one or more series: · our first mortgage bonds and . our unsecured debt securties. We may offer these securities in any combination in one or more offerings up to a total amount of $350,000,000. This prospectus provides you with a general description of the securties we may offer. Each time we sell securities, we wil provide a prospectus supplement that wil contain specific information about the terms of that offering. The prospectus supplement may also add, update or change information 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 Distrbution." The supplements to this prospectus wil describe the terms of any particular plan of distrbution, including any underwriting arrangements. Our principal executive offices are located at 1221 West Idaho Street, Boise, Idaho 83702-5627, and our telephone number is (208) 388-2200. Investing in our securities involves risks. Please see "Risk Factors" on page 1 of this prospectus as well as the risk factors in our most recent Annual Report on Form 10-K and in any other reports we file pursuant to the Securities Exchange Act of 1934 that we incorporate by reference in this prospectus. 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. December 18, 2007 Page TABLE OF CONTENTS Risk Factors .................................................... ....................................,...................... .......... 1 Forward-Lookig Statements...............................................................................................1 About Idaho Power Company....................................................... .......................................3 Ratios of Earings to Fixed Charges ........................ .................... ................. ......................3 Description of First Mortgage Bonds ..................................................................................4 Description of Debt Securties........................................................................................... 10 Book-Entr System............................................................................................................17 Use of Proceeds.......................................................... ........................................................19 Plan of Distribution............................................................................................................ 19 Incorporation of Certin Information by Reference...... ....... ........................ ...... ........... ....20 Where You Can Find More Information ...........................................................................22 Legal Matters.... ...................... ............. ......... ........... ........ ......... ....... ................................. .22 Experts ...............................................................................................,...............................22 You should rely only on the information contained or incorporated by reference in this prospectus. We have not authorized any other person to provide you with information that is different. If anyone provides you with different or inconsistent information, you should not rely on it. We are offering to sell securties and seeking offers to buy securties only in states where offers and sales are permitted. The information contained in or incorporated by reference in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities offered hereunder. Unless we indicate otherwise, or the context otherwise requires, references in this prospectus to the "Company," "we," "us" and "our" or similar terms are to Idaho Power Company. RISK FACTORS Investing in our securities involves risks. You should carefully consider the risk factors described in our most recent Annual Report on Form lO-K and in any other reports we fie pursuant to the Securties Exchange Act of 1934 that we incorporate by reference in this prospectus as well as those included in any prospectus supplement hereto. Our subsequent filings with the Securities and Exchange Commission may contain amended and updated discussions of significant risks. The risks and uncertinties that we incorporate by reference are not the only ones we face. Additional risks and uncertainties not presently known to us or that we curently deem immaterial may also impair our business operations. If any of these risks actually occur, our business, financial condition and results of operations could be materially and adversely affected. FORWARD-LOOKIG STATEMENTS In connection with the safe harbor provisions of the Private Securties Litigation Reform Act of 1995, we are hereby filing cautionar statements. You should read these cautionary statements with the cautionary statements and risk factors under "Risk Factors" in this prospectus and in any prospectus supplement and with those included in our most recent Anual Report on Form lO-K and in any other reports that we fie puruant to the Securties Exchange Act of i 934 that we incorporate by reference in this prospectus. These cautionary statements identify importnt 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 about expectations, beliefs, plans, objectives, assumptions or futue 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," "may result," "may 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 diffcult 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 and compliance with governental policies, including new interpretations of existing policies, and regulatory actions and regulatory audits, including those of the Federal Energy Regulatory Commission, the North American Electrc Reliability Corporation, the Western Electrcity Coordinating Council, the Idaho Public Utilities Commission, the Oregon Public Utility Commission, and the Internal Revenue Service with respect to allowed rates of return, industr and rate strctue, day-to-day business operations, acquisition and disposal of assets and facilities, operation and constrction of plant facilities, provision of transmission services, relicensing of hydroelectrc projects, recovery of purchased power expenses, recovery of other capital investments, present or 1 prospective wholesale and retail competition, including but not limited to retail wheeling and transmission costs, and other refud proceedings . changes arising from the Energy Policy Act of 2005 . litigation and regulatory proceedings, including those resulting from the energy situation in the western United States, and penalties and settlements that influence business and profitability . changes in and compliance with environmental, endagered species and safety laws and policies · weather variations affecting hydroelectrc generating conditions and customer energy usage · over-appropriation of surace and groundwater in the Snake River Basin resulting in reduced generation at hydroelectrc facilities . constrction of power generating, transmission and distrbution facilities including an inability to obtain required governental permits and approvals, and risks related to contracting, constrction and sta-up . operation of power generating facilties including breakdown or failure of equipment, pedormance below expected levels, competition, fuel supply, including availability, trporttion and prices, and availability of transmission · blackouts or other disruptions ofIdao Power Company's or the western interconnected transmission systems · impacts from the potential formtion of a regional trsmission organization or the development of another trnsmission group . population growth rates and demographic patterns · market demand and prices for energy, including strctual market changes · changes in operating expenses and capital expenditues, including costs and availability of materials and commodities, and fluctutions in sources and uses of cash · results of financing efforts, including the ability to obtain financing on favorable terms, which can be affected by factors such as credit ratings and general economic conditions · actions by credit rating agencies, including changes in rating criteria and new interpretations of existing criteria · homeland securty, natul disasters and other natual risks, such as earquake, flood, drought, lightning, wind and fire, acts of war or terrorism · market conditions that could affect the operations and prospects ofIDACORP's subsidiaries or their competitors · increasing health care costs and the resulting effect on medical benefits paid for employees · pedormance of the stock market and the changing interest rate environment, which affect the amount of required contrbutions to pension plans, as well as the reported costs of providing pension and other postretirement benefits · increasing costs of insurance, changes in coverage terms and the ability to obtain Insurance · changes in tax rates or policies, interest rates or rates of inflation · adoption of or changes in critical accounting policies or estimates and 2 · new accounting or Securties 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. ABOUT IDAHO POWER COMPANY We are an electrc 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 strctue and became the principal subsidiar ofIDACORP, Inc. IDACORP, Inc. owns all of our outstading common stock. We are engaged in the purchase, generation, transmission, distrbution and sale of electrc energy in a 24,000 square mile area in southern Idaho and eastern Oregon, with an estimated population of 943,000. We hold franchises in 71 cities in Idaho and nine cities in Oregon and hold certificates from the respective public utilty regulatory authorities to serve all or a portion of 24 counties in Idaho and three counties in Oregon. We own and operate 17 hydroelectric generation developments, two natural gas-fired plants and one diesel-powered generator and share ownership in thee coal-fired generating plants. As of September 30, 2007, we supplied electric energy to approximately 479,000 general business customers. We rely heavily on hydroelectrc power for our generating needs and are one of the nation's few investor-owned utilities with a predominantly hydroelectrc generating base. RATIOS OF EARNINGS TO FIXED CHARGES Ratio of Earnngs to Fixed Charges.......................................... Supplemental Ratio of Earngs to Fixed Charges(l) .............. 2002 2.36x 2.33x 2003 2.0x 2.26x 2004 2.42x 2.38x 2005 2.83x 2.78x 2006 3.l2x 3.06x Nine Months Ended September 30, 2007 2.88x 2.83x Twelve Months Ended December 31, (i) Includes interest on the guarty of the American Falls Reservoir Distrct bonds and Milner Dam, Inc. notes. 3 DESCRIPTION OF FIRST MORTGAGE BONDS We will issue the first mortgage bonds offered in this prospectus under our Indentue 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 trstee, and Stanley Burg serves as individual trstee. We have amended and supplemented this indentue in the past and will supplement it again by one or more supplemental indentues relating to these first mortgage bonds. This section briefly sumarizes the material provisions of the indentue and uses some terms that are not defined in this prospectus but that are defined in the indentue. This summar is not complete. The indenture is on fie with the Securties and Exchange Commission, and we incorporate it by reference in this prospectus. You should read the indentue for a complete understading of its provisions and for the definitions of some terms used in this sumar. We issue bonds in series. Each series of bonds may have different ters. We wil 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 wil matue . the interest rate or rates for the bonds, or how we wil determine the interest rate or rates · the dates on which we wil pay the interest on the bonds . the denominations in which we may issue the bonds · the terms puruant to which we may redeem the bonds, if any · whether we wil 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 indentue. Form and Exchange. Unless we state otherwise in the prospectus supplement: · we wil 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 4 · a holder of bonds may transfer bonds, without charge, other than applicable stamp taxes or other governental charges. See "Book-Entr System" for a description of additional requirements as to the form and method of exchange of bonds. We wil describe any additional requirements as to the form and method of exchange of bonds in the prospectus supplement. Interest and Payment. We wil 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 offce in Boise, Idaho. Indenture, Section 35 Maintenance Requirements. We will file a certificate with the corporate trstee within 90 days after the close of each calendar year stating that: · we have made the necessar expenditues to maintain our propert in good condition as an operating system or · we wil designate an additional amount that should be spent for this purose. If we designate an additional amount, we must deliver to the corporate trstee, within 30 days, cash equal to that amount less the following deductions: · expenditues made after the close of the year to maintain the propert and · any allowances for waiver of our right to issue additional bonds under the indenture. Indenture, Section 38 We may withdraw this cash for reimbursement for later expenditues on: · propert 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 indentue 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 Supplemental, Section 15 Improvement or Sinking Fund. There is no sinking or improvement fud requirement. Security. The indentue secures all bonds issued under the indentue equally and ratably, without preference, priority or distinction. We may issue additional first mortgage bonds in the future, and those first mortgage bonds wil also be secured by the indentue. In the opinion of 5 6 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 taes and assessments that are not delinquent and minor excepted encumbrances. Certin of our propertes are subject to easements, leases, contracts, covenants, compensation awards and similar encumbrances and minor defects and clouds common to propertes. In the opinion of our general counsel, none of these interferes with our operations. The indentue does not create alien on the following excepted propert: · revenues or profits, or notes or accounts receivable, contracts or choses in action, except as permitted by law durng a completed default . securties or cash, except when pledged or . merchandise or equipment manufactued or acquired for resale. The indentue creates a lien on our interest in propert that we subsequently acquire other than excepted propert, 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 instrments that are necessary to car out the puroses of the indentue and to create a lien on after-acquired propert that the indentue covers. Granting Clauses The indentue 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 $ 1.5 bilion. We may amend the indentue and increase this amount without consent of the holders of first mortgage bonds. Indenture, Sections 22 and 121; Forty-second Supplemental, Article I The indentue contains some restrctions on increasing the amount of prior lien bonds. Indenture, Section 46 We may issue additional bonds that ra equally with the bonds in principal amount equal to: · 60% of the cost or fair value, whichever is less, of propert additions made after December 31, 1943, less the amount of prior lien bonds thereon Indenture, Article V, Second Supplemental, Sections 10 and 13 · the principal amount of first mortgage bonds or prior lien bonds referred to above, retired or then to be retired Indenture, Articles Vand VI or · the amount of cash that we deposit with the corporate trstee for the purose, 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 certin exceptions, unless we meet a net earnings requirement. Generally, the indentue 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 earings test does not apply, including the issuance of refunding bonds to retire outstanding bonds which matue 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: ì l .propert 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 propert not subject to the lien of the indentue in net earnings. Indenture, Sections 7, 27 and Article VI Propert additions consist of electrc or gas propert, or propert used in connection therewith. Propert additions exclude securties, contracts or choses in action, merchandise and equipment for consumption or resale, materials and supplies, propert used principally for production or gathering of natul gas, or any power sites and uncompleted works under Idaho state permits. In determining net propert additions, we deduct all retired fuded propert from gross propert additions except to the extent of certain credits with respect to released fuded propert. Indenture, Section 4 The indentue restrcts issuance of bonds and taing other credits under the indentue based on propert 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 propert additions. Indenture, Section 26 As of September 30,2007, we could issue under the indentue approximately $737 milion of additional first mortgage bonds based on unfuded propert additions and $452 millon of additional first mortgage bonds based on retired first mortgage bonds. We estimate that at September 30, 2007, unfuded propert additions were approximately $ 1 .228 bilion. Release of Properties. Generally, we may release propert from the lien of the indenture by doing the following: . depositing cash with the corporate trstee . substituting propert additions or . waiving our right to issue additional bonds on the basis of retired bond credits, without application of the net earings test. 7 Indenture, Section 59 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 occured and are continuing, we may, without the trstees' release or consent, and without providing a report to the trstees or depositing with them the consideration we receive: l· sell or otherwise dispose of any machinery, equipment, tools, implements or other propert, which has become old, inadequate, obsolete, worn out, unfit or unadapted for use in our operations, after we replace that propert with other propert which has at least equal value and is subject to no additional liens · cancel or make changes or alterations in or substitutions of any contrcts, leases or rights of way grants or · surrender or assent to the modification of any right, power, frchise, license, governental consent or permit under which we may be operating, if, in the opinion of our board of directors, stated in a resolution fied with the corporate trstee, the surender or modification is desirable in the conduct of our business and does not impair the securty of outstanding bonds. Indenture, Section 58 Amendment of the Indenture. Generally we may modify or amend the indentue with the consent of the holders of 60% in principal amount of all outstading 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 outstading first mortgage bonds of each series affected must also consent to the amendment. Unless each bondholder consents, we canot 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 propert or · reduce the bondholder vote necessar to amend the indentue. Indenture, Sections 113, 121; Twenty-third Supplemental, Section 9; Thirty-sixth Supplemental, Section 9 Events of Default. The following are defaults, sometimes called completed defaults, under the indentue: 8 · 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 1 .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 trstee's wrtten approval, · go into voluntary bankptcy or insolvency, apply for or consent to the appointment of a receiver or trustee for us or our propert 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 trstee for us or our propert in any proceeding instituted by a creditor, or any final order appointing such a receiver or trstee in any other proceeding or any order adjudicating us to be bankpt or insolvent or · failure to pedorm other covenants, agreements or conditions contained in the indentue for 90 days after the corporate trstee gives us notice. Indenture, Section 65 Discharge. The indentue wil be cancelled and discharged when all indebtedness secured by the indentue is paid, including charges of the trustees. In addition, first mortgage bonds wil be considered paid and not to be outstanding for any purpose under the indentue when we have irrevocably deposited with the trstee . sufficient cash or · an amount of direct obligations of, or obligations guaranteed by, the United States governent 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 offcers, wil provide suffcient fuds, without regard to reinvestment thereof, 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 trstee for the giving of notice. 9 Indenture, Section 106 and Twenty-seventh Supplemental Indenture, Section 10 Miscellaneous. The indentue provides that the corporate trstee, 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 indentue. Indenture, Section 92; Sixth Supplemental, Article XXII ( We covenant in the indentue to deliver a certificate to the trtee annually, within 90 days after the close of the fiscal year, to show that we are in compliance with the terms of the indentue and that we have not defaulted under the indentue. Various supplemental indentures Concerning the Corporate Trustee. We and our affliates may conduct banng transactions with the corporate trstee in the normal coure of business. DESCRIPTION OF DEBT SECURITIES We wil issue the debt securties offered in this prospectus under our Debt Securties Indentue, dated as of August 1, 2001. Deutsche Ban Trust Company Americas is the trstee under the indentue. We may amend and supplement this indentue and wil supplement it by one or more supplemental indentues relating to these debt securities. This section briefly summarzes the material provisions of the debt securties indentue and uses some terms that are not defined in this prospectus but that are defined in the indentue. This summary is not complete. The indentue is on fie with the Securties 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 indentue so that you can easily locate these provisions. The debt securties that we may issue under this indentue wil be unsecured. The indenture does not limit the amount of debt securties that we may issue; it does not restrct the amount or tye 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 trnsaction. We may use other indentures or documentation containing provisions different from those included in the indentue under which we are offering these debt securties in connection with futue 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 First Mortgage Bonds." As of September 30,2007, there were $1,091,100,000 in aggregate principal amount of our first mortgage bonds outstanding. The debt securties that we are offering in this prospectus wil ran equal in right of payment to our other unsecured indebtedness that is outstading now or that we may issue in the future, except for any indebtedness that, by its terms, is subordinate to these debt securties. We wil issue debt securties in series. Each series of debt securties may have different terms and, in some cases, debt securties of the same series may have different terms. The prospectus supplement relating to a particular series of debt securties wil contain the following information about those debt securties: 10 · the title of the series · any limit on the aggregate principal amount of the series .the date or dates on which we wil issue the debt securities of that series and on which we wil pay the principal amount and any premiumj r -.the rate or rates at which the debt securities of that series wil bear interest, or how we wil determine the rate or rates · the date or dates from which interest wil accrue · the dates on which we wil pay interest on the debt securties of that series and the regular record dates for the interest payment dates · the place or places where we wil 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 fud or otherwise, redemption at our option and redemption at the option of the holder · the denominations in which we wil issue the debt securties of that series, if other than denominations of $ i ,000 and any integral multiple of $ 1 ,000 · the provisions for the satisfaction and discharge of the indentue if different from those we describe in this prospectus and · any other terms 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 form without coupons · a holder of debt securties may exchange debt securties, 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 securties may transfer debt securties, without charge, other than applicable stamp taxes or other governental charges. Indenture, Sections 3.1, 3.2 and 3.6 Unless we state otherwise in the prospectus supplement, the transfer of debt securties may be registered and exchanged at the corporate trst offce of the trstee, in New York, New York, as securty registrar. We may change the place for registration of trnsfer and exchange. We may designate one or more additional places for registration and exchange, all at our discretion. 11 We are not required to execute or to provide for the registration of trnsfer or exchange of any debt securty . 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 unedeemed portion of any debt security being redeemed in par. Indenture, Sections 3.6 and 4.2 See "Book-Entr System" for a description of additional requirements as to the form and method of exchange of debt securties. We wil describe any additional requirements as to the form and method of exchange of debt securties in the prospectus supplement. Indenture, Section 3.1 Payment of Interest. Unless we state otherwise in the prospectus supplement, we wil pay interest on each debt securty to the person in whose name the debt securty is registered as of the close of business on the regular record date for that interest payment date. Ifwe have defaulted in the payment of interest on any debt securty, we may pay the defaulted interest to the holder of the debt securty 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 wil 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 securties exchange on which the debt securty may be listed, if the trstee deems that manner of payment practicable. Indenture, Section 3.8 Unless we state otherwise in the prospectu supplement, we wil pay the principal of and premium, if any, and interest at matuty at the corporate trst offce of the trstee, 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 4.2 Redemption. We wil describe any terms for the optional or mandatory redemption of a paricular 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 securties wil 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. Ifwe want to redeem fewer than all the debt securties ofa series, the trustee wil choose the particular debt securities to be redeemed by a method of random selection, substatially pro rata, that the trstee believes is fair and appropriate and which complies with the requirements of the principal national securties exchange, if any, on which the debt securties of that series are listed. If the debt securties to be redeemed have different terms and different matuities, we may select the paricular debt securties to be redeemed. Unless we state otherwise in the prospectus supplement, if we are redeeming the debt securties at our option, the redemption wil be conditional upon the paying agent or agents 12 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 wil not be effective and we wil not be required to redeem the debt securities. Indenture, Section 14.2 Consolidation, Merger or Sale. The indentue provides that we wil not consolidate with, merge with or into any other person, whether or not we are the surivor, or sell, assign, trnsfer 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 affiiated persons, in one transaction or a series of related transactions, unless: · the successor person, if we are not the surivor, is a person organized under the laws of the United States or any state thereof or the Distrct of Columbia and expressly assumes in writing all of our obligations under the outstanding debt securties and the indentue · immediately before and after giving effect to the transaction or series of trnsactions, no event of default, and no default, shall have occurred and be continuing and · we deliver to the trstee an officer's certficate and an opinion of counsel stating that the trnsaction and the supplemental indentue comply with the indentue. 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 securty of that series when due and payable at maturity, and upon redemption, and the time for payment has not been extended or deferred, but excluding any failure by us to deposit money in connection with any redemption that is at our option · failure to pay interest on any debt securty 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 fud payment when due with respect to debt securties of that series · failure to observe or perform any other covenant, warranty or agreement contained in the debt securties of that series or in the indentue, other than a covenant, agreement or warranty included in the indentue that is specifically dealt with in another event of default, and our failure continues for 60 days after the trstee or holders of at least 25% in aggregate principal amount of the outstanding debt securties of that series have given us written notice 13 . a cour enters a decree or order for relief that remains unstayed and in effect for 60 consecutive days in respect of us in an involunta case under any applicable bankptcy, insolvency or similar law . appointing a receiver, liquidator, assignee, custodian, trstee, sequestrator or similar official for us or for any substatial part of our propert or . ordering the winding up or liquidation of our affairs . we commence a voluntary case under any applicable banptcy, insolvency or similar law . we consent to the entr of an order for relief in an involuntary case under any applicable banptcy, insolvency or similar law . we consent to the appointment or takig possession by a receiver, liquidator, assignee, custodian, trtee, sequestrtor or similar offcial for us or for any substantial par of our propert . we make any general assignent for the benefit of creditors and . any other event of default with respect to debt securties of that series specified in the applicable prospectus supplement. Indenture, Section 6.1 An event of default with respect to the debt securties of any series does not necessarily constitute an event of default with respect to any other series of debt securties issued under the indenture. Unless we cure the default, the trstee is required to give notice of any default known to it within 90 days after the default has occured; 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 trtee is protected in withholding notice if and so long as the board of directors, the executive committee or directors or responsible offcers of the trstee in good faith determine that the withholding of notice is in the interest of the holders. Indenture, Section 6.11 If an event of default with respect to debt securties of any series, other than due to events of bankptcy, insolvency or reorganization, occur and is continuing, the trstee or the holders of at least 25% in aggregate principal amount of the outstanding debt securties of that series, by notice in writing to us, and to the trstee if given by the holders, may declare the unpaid principal of and accrued interest to the date of acceleration on all the outstading debt securties of that series to be due and payable immediately. The holders of a majority of the principal amount of the outstading debt securties of that series, upon the conditions provided in the indentue, may rescind an acceleration and its consequences with respect to that series. If an event of default occurs due to banptcy, insolvency or reorganization, all unpaid principal of and accrued interest on the outstading debt securties of all series wil become 14 immediately due and payable without any declaration or other act on the part of the trstee or any holder. Indenture, Section 6.1 The holders of a majority in principal amount of the outstanding debt securities of any series wil have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trstee, or exercising any trst or power conferred on the trstee, with respect to the debt securities of that series, subject to the right of the trstee to decline to follow instrctions that would be unlawful, expose the trstee to personal liability or be unduly prejudicial to the interests of holders who do not join in the direction. Indenture, Section 6.9 Subject to the provisions of the indentue relating to the duties of the trstee, if an event of default shall occur and be continuing, the trstee wil be under no obligation to exercise any of its rights or powers under the indentue at the request or direction of any of the holders, unless the holders have offered to the trustee reasonable indemnity. Indenture, Section 7.2 The indentue provides that we must periodically file statements with the trstee regarding compliance by us with all conditions and covenants contained in the indentue. Indenture, Section 4.6 Modifcation of Indenture. We may modify the indenture, without notice to or the consent of any holders of debt securties, 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 indentue. Indenture, Section 10.1 In addition, we may modify certain of our rights and obligations and the rights of holders of the debt securties with the consent of the holders of at least a majority in aggregate principal amount of the outstanding debt securties affected by the modification. Indenture, Section 10.2 No amendment or modification may, without the consent of each holder of any outstanding debt securty affected: · change the stated maturity of any debt securty · 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 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 15 . reduce the percentage in principal amount of outstanding debt securties of any series necessary to modify or amend the indentue, or to waive compliance with certain provisions of the indentue or defaults or events of default and their consequences or .subordinate any debt securties to any other of our indebtedness.\ Indenture, Section 10.2 Waiver. The holders of not less than a majority in aggregate principal amount of the outstanding debt securties of any series may waive any default or event of default with respect to that series, except payment and bankptcy defaults. Indenture, Section 6.10 Defeasance. Unless we state otherwise in the prospectus supplement relating to the debt securties of a partcular series, the indentue provides that we shall be discharged from our obligations under the indentue with respect to any series of debt securties at any time prior to the matuty date or redemption of that series when we meet certin requirements specified in the indentue, including . when we have irrevocably deposited with the trtee, in trst, . sufficient fuds to pay the principal of and premium, if any, and interest to the matuty date or redemption on, the debt securties of that series or . an amount of diect obligations of, or obligations gurateed by, the United States governent as wil be sufficient, without consideration of any reinvestment of any accrued income on those obligations, to pay when due the pricipal of and premium, if any, and interest to the matuty date or redemption on, the debt securties of that series and . when we have paid all other sums payable with respect to the debt securties of that series. Upon the discharge of the indentue with respect to a partcular series, the holders of debt securties of that series shall no longer be entitled to the benefits of the indentue, except for purposes of registration of trnsfer, exchange and replacement of lost, stolen or mutilated debt securties. Indenture, Sections 12.1 and 12.2 Concerning the Trustee. We and our affiiates may conduct bankng transactions with the trstee in the normal course of business. 16 BOOK-ENTRY SYSTEM We may issue all or some of the first mortgage bonds and debt securties in book-entr form, which means that global notes, not certificates, will represent the securities. If we issue global notes representing any securities, the following provisions wil apply to all book-entr notes: The Depository Trust Company, New York, NY, which we refer to as "DTC", wil act as securities depository for the notes. DTC, the world's largest depository, is a limited-purose trst company organized under the New York Bankg Law, a "banking organization" within the meaning of the New York Banng 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 Securties Exchange Act of 1934, as amended. DTC holds and provides asset servicing for over 2.2 milion issues of U.S. and non-U.S. equity, corporate and municipal debt issues, and money market instrments from over 100 countres that DTC's direct participants deposit with DTC. DTC also facilitates the post-trde settlement among direct participants of sales and other securties transactions in deposited securties through electronic computerized book-entr trnsfers and pledges between direct participants' accounts. This eliminates the need for physical movement of securties certificates. Direct participants include both U.S. and non-U.S. securties brokers and dealers, banks, trst companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation, or DTCC. DTCC, in tu, is owned by a number of direct participants ofDTC and Members of the National Securities Clearng 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 Securties Dealers, Inc. Access to the DTC system is also available to others such as both U.S. and non-U.S. securties brokers and dealers, banks, trst companies, and clearing corporations that clear through or maintain a custodial relationship with a direct partcipant, either directly or indirectly. DTC has Standard & Poor's highest rating: AA. The DTC Rules applicable to its paricipants are on fie with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com and www.dtc.org. We wil issue the notes as fully-registered securties registered in the name of Cede & Co. or such other name as an authorized representative ofDTC may request. We wil issue one fully- registered security for each issue of the notes, each in the aggregate principal amount of the issue, and we wil deposit the certificate with the corporate trustee to hold as agent for DTC. We and the trstee wil treat Cede & Co. as the absolute owner of the notes for all puroses. Only direct participants may make purchases of notes under DTC's system. Upon a participant's purchase, DTC wil 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 tum recorded on the participant's records. Beneficial owners will not receive wrtten confirmation from DTC of their purchase. Beneficial owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the participant through which the beneficial owner entered into the trnsaction. 17 Each participant wil record transfers of ownership interests in the notes by making an entr on the participant's books. Beneficial owners wil not receive certficates representing their ownership interests in the notes, except in the event that use of the book-entr system for the notes is discontinued. To facilitate subsequent transfers, all notes deposited with DTC are registered in the name of DTC' s partership 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 partcipants remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to direct parcipants, by direct participants to indirect participants, and by direct participants and indirect partcipants to beneficial owners wil be governed by arrgements among them, subject to any statutory or regulatory requirements that may be in effect from time to time. We wil send redemption notices to DTC. Ifwe are redeeming less than all of the notes, DTC's 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., or such other DTC nominee, wil consent or vote with respect to the notes unless authorized by a direct parcipant in accordace with DTC's procedures. Under its usual procedures, DTC wil mail an omnibus proxy as soon as possible after the record date. The omnibus proxy assign 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 wil make pricipal and interest payments on the notes to Cede & Co., or such other nominee as an authorized representative ofDTC may request. DTC's practice is to credit direct participants' accounts upon DTC' s receipt of fuds 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 parcipants to beneficial owners wil be governed by standing instrctions and customary practices as is the case with securties 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 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 securties depository with respect to the notes at any time by giving reasonable notice to us or to our agent. In the event that this occur and a successor securities depositary is not appointed, we wil prit and deliver certificated notes in exchange for the notes represented by the global securties held by DTC. 18 We may decide to discontinue use of the system of book-en try-only transfers through DTC, or a successor securties depositar. In that event, we wil print and deliver certficated notes in exchange for the notes represented by the global securities held by DTC. Neither we, the trstee, any paying agent, nor the registrar for the notes wil 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 securty or for maintaining, supervising or reviewing any records relating to these beneficial ownership interests. We obtained the information in this section concerning DTC and DTC's book-entr system from sources that we believe to be reliable. We take no responsibilty for the accuracy thereof. USE OF PROCEEDS Unless we state otherwise in the prospectus supplement, we wil add the net proceeds from the sale of the securties to our general funds. We may use our general fuds for any of the following puroses: · to acquire propert · to constrct additional electrc facilities · to improve or maintain our service · to redeem or purchase outstanding first mortgage bonds and debt securties and · to repay short-term borrowings. Ifwe do not use the proceeds immediately, we may temporarily invest them in short-term instrments. PLAN OF DISTRIBUTION We may sell the securties offered by this prospectus: · though underwiters or dealers · through agents or · directly to a limited number of purchasers or to a single purchaser. Through Underwriters or Dealers. If we use underwters in the sale, the underwters wil buy the securities for their own account. The underwters 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 underwters may sell the securties directly or through underwriting syndicates that managing underwriters represent. Unless we state otherwise in the prospectus supplement, the obligations of the underwters to purchase the 19 securties wil be subject to certain conditions, and the underwters wil be obligated to purchase all of the securities if they purchase any of them. If we use a dealer in the sale, we wil sell those securties 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 securties. Unless we state otherwise in the prospectus supplement, any agent wil agree to use its best efforts to solicit purchases for the period of its appointment. Directly. We may sell the securties directly to one or more purchasers. In this case, there wil be no underwters or agents. General Information. The prospectus supplement wil state: . the names of any underwters, dealers or agents . the terms of the securties offered . the purchase price of the securties and the proceeds we wil receive from the sale . any initial public offering price . any underwting discounts and other items constitutig underwters' compensation and . any discounts or concessions allowed or reallowed or paid to dealers. We may authorize agents, underwters or dealers to solicit offers from certin institutions. We may sell the securties to these institutions for delayed delivery at a specified date in the futue. At that time, they wil pay the public offering price on the terms we describe in the prospectus supplement. We may agree to indemnify underwters, dealers and agents against certin civil liabilities, including liabilities under the Securties Act of 1933. INCORPORATION OF CERTAIN INFORMTION BY REFERENCE The Securties and Exchange Commission allows us to incorporate by reference information into this prospectus, which means that we can disclose importt information to you by referrng you to other documents filed separately with the Securties and Exchange Commission. The information incorporated by reference is considered to be part of this 20 prospectus. We incorporate by reference the following documents that we fied with the Securties and Exchange Commission (SEC file number 1-3198): .Anual Report on Form 10- K for the year ended December 31, 2006 filed on March 1,2007, as amended by amendment no. Ion Form lO-KlA, fied on March 1,2007, and by amendment no. 2 on Form 10-KlA, fied on March 26,2007." ..Quarterly Reports on Form lO-Q for the quarters ended March 31, 2007, June 30, 2007 and September 30,2007, fied on May 9, 2007, August 8, 2007 and October 3 1, 2007, respectively. · Curent Reports on Form 8-K fied on March 20, 2007, May 1,2007, May 18, 2007, June 4,2007, June 11,2007, June 21, 2007, August 27,2007, September 26,2007, October 16,2007 and November 19,2007. We also incorporate by reference all documents we subsequently fie pursuant to Sections 13(a), 13(c), 14 or I 5 (d) of the Securties Exchange Act of 1934 after the date of this prospectus and before we terminate the offering. We are not incorporating by reference any documents or portions of documents that are not deemed "filed" with the Securities and Exchange Commission, including any information fuished puruant to Items 2.02 and 7.01 of Form 8-K. Any statement contained in a document incorporated or deemed to be incorporated by reference in or deemed to be part of the prospectus shall be deemed to be modified or superseded for puroses of the prospectus to the extent that a statement contained in any other subsequently filed document which also is or is deemed to be incorporated by reference or deemed to be part of the prospectus modifies or replaces such statement. Any statement contained in a document that is deemed to be incorporated by reference or deemed to be part of the prospectus after the most recent effective date may modify or replace existing statements contained in the prospectus. Any such statement so modified shall not be deemed in its unmodified form to constitute a part of the prospectus for puroses of the Securities Act of 1933. Any statement so superseded shall not be deemed to constitute a part of the prospectus for puroses of the Securties Act of 1933. We wil 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 this information 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 208-388-2200 21 WHERE YOU CAN FIND MORE INFORMTION We fie annual, quarterly and curent reports and other information with the Securties and Exchange Commission. The public may read and copy any materials we file with the Securties and Exchange Commission at the Securties and Exchange Commission's public reference room located at 100 F Street, N.E., Washington, D.C. 20549. The public may obtain information on the operation of the public reference room by callng the Securties and Exchange Commission at 1 -800-SEC-0330. The Securties and Exchange Commission maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that fie electronically with the Securties and Exchange Commission. The address ofthat site is htt://ww.sec.gov. Information about us is also available at our website at http://ww.idacorpinc.com. However, the information on our website is not a part of this prospectus. .. . LEGAL MATTERS Thomas R. Saldin, our Senior Vice President and General Counsel, and Dewey & LeBoeufLLP, New York, New York, wil pass upon the validity of the securties and other legal matters for us. Sullvan & Cromwell LLP, New York, New York, wil pass upon the validity of the securties for any underwter, dealer or agent. Dewey & LeBoeuf LLP and Sullvan & Cromwell LLP may, for matters governed by the laws ofIdao, rely upon the opinion of Mr. Saldin. EXPERTS The consolidated financial statements, the related financial statement schedules, and management's report on the effectiveness of internal control over financial reporting incorporated in this prospectus by reference from our Anual Report on Form 10-K for the year ended December 31,2006, have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports, which report on the fmancial statements and related financial statement schedules expresses an unqualified opinion and includes an explanatory paragraph relating to the adoption of Statement of Financial Accounting Standards No. 158, which are incorporated herein by reference, and have been so incorporated in reliance upon the reports 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 31,2007 and 2006, June 30, 2007 and 2006 and September 30,2007 and 2006, which is incorporated herein by reference, Deloitte & Touche LLP, an independent registered public accounting firm, have applied limited procedures in accordance with the standads 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 IO-Q for the quarters ended March 31, 2007, June 30, 2007 and September 30, 2007 and incorporated by reference herein, they did not audit and they do not express an opinion on that interim financial information. Accordingly, the degree of reliance on their reports on such information should be restrcted in light of the limited natue of the review procedures applied. Deloitte & Touche LLP are not subject to the liability provisions of Section 11 of the Securities Act of 1933 for their '. 22 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 Securties Act of 1933. ,. Thomas R. Saldin, our Senior Vice President and General Counsel, has reviewed the statements under "Description of First Mortgage Bonds" relating to the lien of the indentue 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. 23 ( $350,000,000 .. IDAHO POWER COMPANY First Mortgage Bonds Secured Medium-Term Notes, Series H PROSPECTUS SUPPLEMENT Apri 3, 2008 Bane of America Securities LLC BNY Capital Markets, Inc. JPMorgan KeyBanc Capital Markets Lazard Capital Markets Piper J affray RBC Capital Markets SunTrust Robinson Humphrey Wachovia Securities Wedbush Morgan Securities Inc. Wells Fargo Securities