20091130Pricing Supplement 3.pdf

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An IDACORP Company
IDAHO POWER COMPANY
P.O. BOX 70
BOISE, IDAHO 83707 R E C E ¡ V
l66' ~Uj' 30 AM Sf 04 PATRICKA. HAGTON
Corporate Secretary
Ms. Jean D. Jewell
Secretay
Idaho Public Utilities Commission
Statehouse
Boise, Idaho 83720
November 25, 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 Securties
Case No. IPC-E-07-19
Dear Ms. Jewell:
On November 20, 2009, Idaho Power Company completed the closing for the issuace of
$130,000,0000 of 4.50% First Mortgage Bonds due 2020, Secured Medium-Term Notes, Series
H (the "Notes"). The Notes were issued by the Company 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 copies of (l) Pricing Supplement No. 3 for the Notes, which includes a detailed description
of the terms and conditions of the Notes and (2) the Prospectus Supplement for the $350 milion
shelf registration the Notes were issued under.
Please contact me at 388-2878 if you have any questions regarding this filing.
Sincerely,
c:S.R. Keen
R.L. Mils
Terri Carlock-IPUC w/attachments
¡ft7fh fi 11~
P.O. Box 70 Boise,ID 83707
Telephone [phone], Fax [phone]
pha"ingtoffdahopower.com
Pricing Supplement NO.3 Dated November 17,2009
(To Prospectus dated December 18,2007 and
Prospectus Supplement dated April 3, 2008)
relating to First Mortgage Bonds,
Secured Medium-Term Notes, Series H
REeE!
2009 NOV 30 AM 8: OS
$130,000,000
IDAHO POWER COMPANY
4.500/0 First Mortgage Bonds due 2020
Title of Securties:4.50% First Mortgage Bonds due 2020 (the
"Notes")
Principal Amount:
Price to Public:
Purchasers' Discount:
Proceeds to Us after Discount:
Interest Rate:
Original Issue Date:
Original Interest Accrual Date:
Interest Payment Dates:
$130,000,000
99.819% payable in immediately available fuds
0.625%
99.194%
4.50%
November 20, 2009
November 20, 2009
March 1 and September 1, commencing March
1,2010
February 15 and August 15
March 1, 2020
See "Optional Redemption" below
Book-Entr
Record Dates:
Matuty Date:
Redemption:
Form:
Wells Fargo Securities
BorA Merrill Lynch
J.P. Morgan
KeyBanc Capital Markets
Wedbush Morgan Securities Inc.
RBC Capital Markets
SunTrust Robinson Humphrey
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 pricipal 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 porton 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 20 basis points,
plus in either case interest accrued and unpaid on the pricipal 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.
"Treasury Rate" means, with respect to any date fixed for redemption, the rate per annum equal
to the semi-annual equivalent yield to maturity of the Comparable 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.
"Comparable 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
customary financial practice, in pricing new issues of corporate debt securties of comparable
matuty to the remaining term of the Notes to be redeemed.
"Comparable Treasury Price" means, with respect to any date fixed for redemption,
(1) the average of the bid and asked prices for the Comparable Treasur 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.m.
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 Treasur 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
Treasur Dealer Quotations, the average of all the quotations received.
"Independent Investment Banker" means anyone of the Reference Treasur Dealers that we may
appoint.
"Reference Treasur Dealer Quotations" means, with respect to each Reference Treasur Dealer
and any date fixed for redemption, the average, as determined by the trstee, of the bid and asked
2
prices for the Comparable Treasur Issue (expressed in each case as a percentage of its principal
amount) quoted in writing to the trstee by such Reference Treasur 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 Securties LLC and J.P.
Morgan Securties Inc. and their respective successors, unless any of them ceases to be a primar
U.S. Government securties dealer in New York City (a "Primary Treasur Dealer"), in which
case we wil substitute another Primary Treasur Dealer and (2) any other Primar Treasur
Dealers that we may select.
Supplemental Plan of Distribution and 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:
SunTrust Robinson Humphrey, Inc.
Principal Amount of Notes
$35,750,000
32,500,000
32,500,000
9,750,000
6,500,000
6,500,000
6,500,000
$130,000,000
Name
Wells Fargo Securties, LLC
Banc of America Securities LLC
J.P. Morgan Securties Inc.
KeyBanc Capital Markets Inc.
Wedbush Morgan Securties Inc.
RBC Capital Markets Corporation
Total
The Notes sold by the purchasers to the public wil initially be offered at the initial price to the
public set fort on the cover ofthis pricing supplement. Any Notes sold by the purchasers to
securties 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 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 0.250% of the principal amount of the Notes.
Some of the purchasers or their affliates participate in our commercial paper program and may
from time to time hold our commercial paper.
UnionBanc Investment Services LLC, a Financial Industr Regulatory Authority member and
subsidiary of Union Bank, N.A., is being paid a referral fee by Wedbush Morgan Securties Inc.
3
Interest Payment Dates:
We wil make interest payments on the Notes on March 1 and September 1 of each year,
commencing March 1,2010, and at matuty. The record date for the March 1 payment of
interest wil be Februar 15 and the record date for the September I payment of interest wil be
August 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 our short-term debt, to pay at matuty our $80 milion first
mortgage bonds due December i, 2009 and to fud a porton of our capital requirements. If we
do not use the proceeds immediately, we wil temporarly invest them in short-term investments.
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PROSPECTUS SUPPLEMENT
To Prospectus dated December 18, 2007
$350,000,000
Idaho Power Company
First Mortgage Bonds,
Secured Medium-Term Notes, Series H
This prospectus supplement may be used to offer and sell the notes only if accompanied by the
accompanying prospectus.
Idaho Power Company may use this prospectus supplement to offer from time to time its first mortgage
bonds, secured medium-tenn notes, series H.
Term of Sale
The following terms may apply to the notes which we may sell at one or more times. We wil include
final terms for each note you purchase in a pricing supplement.
Matue 9 months to 30 years from date of issue
Fixed interest rate
· Interest payable on Marèh 1 and September 1
Held in book-entr form by The Depository Trust Company
Settlement in immediately available funds
May be subject to mandatory redemption or redemption at our option
Minimum denominations of$l,OOO increased in multiples of$l,OOO
You should review carefully the risk factors that we have disclosed in our public f'ings 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 efforts 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 Jaffray
RBC Capital Markets
Sun Trust Robinson Humphrey
Wachovia Securities
Wedbush Morgan Securities Inc.
Wells Fargo Securities
Prospectus Supplement dated April 3, 2008
You should rely only on the information contained or incorporated by reference in ths 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 accurate as of any date other than the date on the front cover of
each document. We are not makng an offer of these notes in any state where the offer is not permitted.
TABLE OF CONTENTS
Page
Prospects Supplement
Description of the Notes ............................................................................................................................S-3
Supplemental Plan of Distrbution ............................ .................... .................. ............. ...... ....... ...... ...... ..... S-5
Prospectus
Risk Factors ..................................................................................................................................................1
Forward-Looking Statements........................................................................................................................1
About Idaho Power Company. ...... ........... ...... .......... ....... .... ...... ......... ...... ..... ................ ...... ......... .......... ....... 3
Ratios of Earnings 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 terms of the notes,
in conjunction with the statements under "Description of the First Mortgage Bonds" in the
accompanying prospectus. We are issuing these notes as part of a series of first mortgage bonds
under our Indentue of Mortgage and Deed of Trust, dated as of October i, 1937, as amended
and supplemented. Please also refer to the indentue, which was filed 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 outstading 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 wil contain the following importnt
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 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 wil 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
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 i 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. Ifwe 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, ifany, 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 Trust Company.
The record date forthe March i payment wil be Februar 15, and the record date for the
September i 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 wil 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 curent 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 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
indentue. You should consult your own tax advisors as to the specific potential consequences to
you of defeasance under the indentue.
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 matuty 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 part 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 maturity.
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 ''uderwters''
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 Securties 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 "underwters" 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 underwriters' discounts
or commissions under the Securties 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 certin circumstances, the sale of other
S-5
debt securties 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 trding market and wil not be
listed on a securties exchange. The agents have advised us that they intend to establish a trding
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 trnsactions may include short sales, stabilizing trnsactions 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 certain bids or purchases made for the purose 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 porton of the underwting 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 transactions with, and
perform investment bankng, general banng and other financial services for, us and our
affliates in the ordinar course of business.
We may distrbute this prospectus supplement and any applicable pricing supplement by
mail, in printed form and electronically in portble document format. The prospectus
supplement, the accompanying prospectu 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 Securities
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 securties in any combination in one or more offerigs 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 securties, 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 securties directly or through underwters, agents or dealers, as
described in the "Plan of Distrbution." The supplements to this prospectus wil describe the
terms of any partcular plan of distrbution, including any underwting arrangements.
Our principal executive offces are located at 1221 West Idao 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 fie 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
TABLE OF CONTENTS
Page
Risk Factors..... .................... ............................................ ............ ....... ... .... ............ ...... ..... ...1
Forward-Looking Statements....................................... ................................. .................... ...1
About Idaho Power Company..............................................................................................3
Ratios of Earnings 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 Distrbution.................................................................. ..........................................19
Incorporation of Certain Information by Reference ..... ............ .......... ........ .................... ...20
Where You Can Find More Information ...........................................................................22
Legal Matters........................................................................................... ......................... .22
Expert .........................................................................,.....................................................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 offerig 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 securties involves risks. You should carefully consider the risk factors
described in our most recent Anual Report on Form 10-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
fiings with the Securties and Exchange Commission may contain amended and updated
discussions of significant risks.
The risks and uncertainties 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 actully 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 cautionary statements. You should read these cautionar
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 1O-K and in any other reports that we file pursuant to the Securties Exchange
Act of 1934 that 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-lookig 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 pedormance 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 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 and compliance with governmental 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
retu, industr and rate structue, 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 proceedigs, 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, endangered species and safety
laws and policies
. . weather varations 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 facilties
. constrction of power generating, transmission and distrbution facilties
including an inability to obtain required governental permts and approvals, and
risks related to contracting, constrction and start-up
. operation of power generating facilities including breakdown or failure of
equipment, performance below expected levels, competition, fuel supply,
including availability, transporttion and prices, and availability of transmission
. blackouts or other disruptions ofIdao Power Company's or the western
interconnected transmission systems
. impacts from the potential formation of a regional transmission organization or
the development of another trsmission group
. population growth rates and demographic patterns
. market demand and prices for energy, including strctul market changes
. changes in operating expenses and capital expenditues, including costs and
availabilty of materials and commodities, and fluctuations in sources and uses of
cash
. results of financing effort, 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 of IDA CORP's
subsidiares or their competitors
. increasing health care costs and the resulting effect on medical benefits paid for
employees
. performance 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-lookig statement speaks only as of the date on which we make the
statement. New factors emerge from time to time; we canot 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 COMPAN
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 subsidiary 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 utility regulatory authorities to serve all or a portion
of 24 counties in Idaho and three counties in Oregon. We own and operate 17 hydroelectrc
generation developments, two natual gas-fired plants and one diesel-powered generator and
share ownership in three coal-fired generating plants. As of September 30,2007, we supplied
electrc 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 EARINGS TO FIXED CHARGES
Twelve Months Ended December 31,
Ratio of Eargs to Fixed Charges..........................................
Supplemental Ratio of Eargs 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
(I) Includes intest on the guanty of the American Falls Reseroir Distrct bonds and Milner Dam, Inc. notes.
3
DESCRIPTION OF FIRST MORTGAGE BONDS
We wil issue the first mortgage bonds offered in this prospectus under our Indentue of
Mortgage. and Deed of Trust, dated as of October I, 1937. Deutsche Ban Trust Company
Americas, formerly known as Baners Trust Company, is the corporate trstee, and Stanley Burg
serves as individual trstee. We have amended and supplemented this indentue in the past and
wil 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 indentue is on file with the Securties and Exchange Commission, and we
incorporate it by reference in this prospectus. You should read the indentue for a complete
understanding of its provisions and for the definitions of some terms used in this summar.
We issue bonds in series. Each series of bonds may have different terms. We wil
include all of the following information about a specific series of bonds in the prospectus
supplement relatig 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 pursuant 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 indentu.
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 Ban Trust Company Americas in New York City, and, at our option, at our
office in Boise, Idaho. Indenture, Section 35
Maintenance Requirements. We wil 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 trtee, 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
indentue.
Indenture, Section 38
We may withdrw this cash for reimburement for later expenditues on:
· propert maintenance, repairs, renewals and replacements
· waiver of our right to issue additional bonds under the indentue 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
paricular 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
our general counsel, the lien of the indentue constitutes a first mortgage on all the propertîes that
we own, except as discussed below, subject only to liens for taxes 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 a lien on the following excepted propert:
. revenues or profits, or notes or accounts receivable, contrcts 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 covenated to execute and deliver
instrments that are necessar to carr 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 trnsaction.
Issuance of Additional Bonds. The indentue limits the aggregate principal amount of
bonds at anyone time outstading to $1.5 billon. 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 trtee for the purose,
which we may withdrw 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 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
6
the bonds that we propose to issue. Under certin circumstances, the net earings test dóes 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:
1 .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 restricts issuance of bonds and taking 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, unfunded propert additions were
approximately $1.228 bilion.
Release of Properties. Generally, we may release propert from the lien of the indentue
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 outstading 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:~
. 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, aftr 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 grts or
. surender or assent to the modification of any right, power, franchise, license,
governental consent or permt 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 outstanding first mortgage bonds.
However, when an amendment does not affect all series of first mortgage bonds, holders of 60%
of the pricipal amount of all outstanding 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 indentue
. 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 matuity
or otherwise
· failure to pay interest on any bond for 60 days
· failure to pay pricipal 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 written
approval,,
· go into voluntar bankptcy or insolvency, apply for or consent to the
appointment of a receiver or trstee 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 perform other covenants, agreements or conditions contained in the
indenture 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 purose under the indentue when we have irrevocably deposited with the trstee
· suffcient 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 officers, 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 matuty 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 outstading 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 XXLL
We covenant in the indentue to deliver a certificate to the trstee annually, within 90
days after the close ofthe 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 l
Concerning the Corporate Trutee. We and our affliates may conduct bankng
trnsactions 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 Bank 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 relatig to these debt securties.
This section briefly summarizes the material provisions of the debt securities indentue
and uses some terms that are not defined in this prospectu 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
indentue for a complete understanding of its provisions and for the defInition of some terms
used in this summary. In the sumar 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 will be unsecured. The
indentue does not limit the amount of debt securties that we may issue; it does not restrict the
amount or tye of other debt that we may issue or contain any other provisions that would afford
holders of the debt securties protection in the event of a highly leveraged trnsaction. We may
use other indentues 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 securties. 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, i 00,000 in aggregate principal amount of our first
mortgage bonds outstanding.
The debt securities that we are offering in this prospectus wil rank equal in right of
payment to our other unsecured indebtedness that is outstanding now or that we may issue in the
future, except for any indebtedness that, by its terms, is subordinate to these debt 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 paricular series of debt securties wil contain the following
information about those debt securities:
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 securties of that series and on
which we wil pay the principal amount and any premium
· the rate or rates at which the debt securties 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 securities of that series, if other
than denominations of $1 ,000 and any integral multiple of $1 ,000
· the provisions for the satisfaction and discharge of the indenture if different from
those we describe in this prospectus and
· any other tenus of the debt securties of the series.
Form and Exchange. Unless we state otherwise in the prospectus supplement:
. we wil issue the debt securties 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 governmental 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 office of the trstee, in New York, New
York, as security registrr. 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.
11
We are not required to execute or to provide for the registration of trsfer or exchange of
any debt securty
. durng a period of 15 days prior to giving any notice of redemption with respect to
that debt securty or
. that has been selected for redemption in whole or in part, except the unedeemed
portion of any debt securty 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
interést 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. If we have defaulted
in the payment of interest on any debt securty, 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 i 0 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 maner 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 prospectus supplement, we wil pay the pricipal of and
premium, if any, and interest at matuty at the corporate trst office 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 term 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 securties 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 securty, 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
trstee wil choose the particular debt securties 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 securities 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 particular debt securties to be redeemed.
~
Unless we state otherwise in the prospectu 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 securties 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 securties. 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, transfer
or lease all or substantially all of our propertes 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 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 wrting all of our obligations under the outstanding debt
securties and the indentue
· immediately before and after giving effect to the transaction or series of
transactions, no event of default, and no default, shall have occured and be
continuing and
· we deliver to the trstee an offcer's certificate and an opinion of counsel stating
that the transaction 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
securties:
· failure to pay the principal of, or premium, if any, on, any debt security of that
series when due and payable at matuty, 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 securities
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 securities 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 ofus in an involunta case under any applicable
banptcy, insolvency or similar law
. appointing a receiver, liquidator, assignee, custodian, trstee, sequestrtor
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 volunta case under any applicable bankptcy, 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 tag possession by a receiver, liquidator,
assignee, custodian, trstee, sequestrtor or similar offcial for us or for any
substantial part 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 necessarly
constitute an event of default with respect to any other series of debt securties issued under the
indentue. 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 trstee is protected in witholding 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, occurs and is continuing, the trstee or the holders
of at least 25% in aggregate principal amount of the outstading 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 ofa majority of the principal amount of
the outstanding 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 bankptcy, insolvency or reorganization, all unpaid
principal of and accrued interest on the outstanding 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 trtee 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 indenture 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 trstee 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 surender 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 certin 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 matuty 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 securty, or reduce the amount of principal of an original
issue discount security that would be due and payable upon acceleration of
matuty
· impair the right to institute suit for the enforcement of any payment with respect
to any debt securty
15
. reduce the percentage in principal-amount of outstading debt securties of any
series necessary to modify or amend the indentue, or to waive compliance with
certin 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 aggrgate 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 bankptcy defaults. Indenture, Section 6. IO
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
indenture, including
. when we have irrevocably deposited with the trstee, in trt,
. suffcient fuds to pay the principal of and premium, if any, and interest to
the maturity date or redemption on, the debt securties of that series or
. an amount of direct obligations of, or obligations gurateed by, the
United States governent as wil be suffcient, without consideration of
any reinvestment of any accrued income on those obligations, to pay when
due the principal 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
securities of that series shall no longer be entitled to the benefits of the indentue, except for
purposes of registration of trsfer, exchange and replacement of lost, stolen or mutilated debt
securties. Indenture, Sections 12.1 and 12.2
Concerning the Trustee. We and our affiliates may conduct bankng transactions with the
trstee in the normal course of business.
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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, wil represent the securties. If we issue
global notes representing any securties, 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
securties depository for the notes.
DTC, the world's largest depository, is a limited-purose trst company organized under
the New York Banking Law, a "banng organization" within the meaning of the New York
Baning Law, a member of the Federal Reserve System, a "clearng corporation" within the
meaning ofthe 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 millon 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-trade settlement
among direct participants of sales and other securties transactions in deposited securties through
electronic computerized book-entr transfers and pledges between direct paricipants' accounts.
This eliminates the need for physical movement of securities certficates. Direct participants
include both U.S. and non-U.S. securties brokers and dealers, banks, trst companies, clearing
corporations, and certin 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 participants ofDTC and Members of the National Securties 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 participant, either directly or indirectly. DTC has Standad & Poor's highest rating:
AA. The DTC Rules applicable to its participants are on fie with the Securties 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 certficate with the corporate trstee 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 tu recorded on the participant's records. Beneficial owners wil not receive wrtten
confirmation from DTC of their purchase. Beneficial owners are, however, expected to receive
wrtten confirmations providing details of the transaction, as well as periodic statements of their
holdings, from the paricipant through which the beneficial owner entered into the trnsaction.
17
Each paricipant wil record trsfers 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 ofDTC'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 registrtion in the
name of Cede & Co. or such other nominee effect no change in beneficial ownership. DTC has
no knowledge of the actul beneficial owners of the notes. DTC' s records reflect only the
identity of the direct partcipants 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 diect paricipants, by direct
participants to indirect participants, and by direct participants and indirect paricipants to
beneficial owners wil be governed by arangements 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. If we are redeeming less than all of the notes,
DTC's practice is to determine by lot the amount of the interest of each direct paricipant 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 paricipant in accordance 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 assigns Cede & Co.' s consenting or voting rights to
those direct parcipants 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 principal 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 paricipants 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 paricipants to
beneficial owners is the responsibility of the paricipants 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 paricipants is the responsibility of DTC, and
disbursement of these payments to the beneficial owners is the responsibility of paricipants.. I
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 print and deliver certificated notes
in exchange for the notes represented by the global securties held by DTC.
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We may decide to discontinue use of the system of book-en tr-only transfers though
DTC, or a successor securties deposita. In that event, we wil print and deliver certificated
notes in exchange for the notes represented by the global securties held by DTC.
Neither we, the trstee, any paying agent, nor the registrr 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 facilties
· to improve or maintain our service
· to redeem or purchase outstanding first mortgage bonds and debt securties and
. to repay short-term borrowings.
If we do not use the proceeds immediately, we may temporarily invest them in short-term
instrments.
PLAN OF DISTRIBUTION
We may sell the securities offered by this prospectus:
. through underwters or dealers
· though 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 underwriters
wil buy the securties for their own account. The underwters may resell the securities in one or
more transactions, including negotiated trnsactions, at a fixed public offering price or at varying
prices determined at the time of the sale. The underwters may sell the securities directly or
through underwriting syndicates that managing underwters represent. Unless we state
otherwise in the prospectus supplement, the obligations of the underwriters to purchase the
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securties wil be subject to certin conditions, and the underwters will be obligated to purchase
all of the securties 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 securties 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 constituting underwiters'
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 securties to these institutions for delayed delivery at a specified
date in the future. At that time, they wil pay the public offering price on the term we describe
in the prospectus supplement.
We may agree to indemnify underwters, dealers and agents against certain 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 important information to you
by referrng you to other documents fied separately with the Securties and Exchange
Commission. The information incorporated by reference is considered to be part of this
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prospectus. We incorporate by reference the following documents that we filed with the
Securities and Exchange Commission (SEC fie number 1-3198):
· Anual Report on Form 10-K for the year ended December 31, 2006 fied on
March 1,2007, as amended by amendment no. 1 on Form 1O-K/A, fied on March
1,2007, and by amendment no. 2 on Form 1O-K/A, fied on March 26,2007.
· Quarterly Reports on Form 10-Q for the quarers ended March 31, 2007, June 30,
2007 and September 30,2007, filed on May 9,2007, August 8, 2007 and October
31, 2007 , respectively.
· Curent Reports on Form 8-K filed 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 file pursuant to Sections
13(a), 13(c), 14 or 15(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 pursuant 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 par 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 unodified form to constitute a par
of the prospectus for puroses of the Securties 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 wrtten or oral request to us at the following address:
Shareowner Services
Idaho Power Company
1221 W. Idaho Street
Boise, ID 83702
Telephone [phone]
21
WHERE YOU CAN FIND MORE INFORMATION
We file anual, quarterly and curent reports and other information with the Securities
and Exchange Commission. The public may read and copy any materials we fie 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 l-800-SEC-0330. The Securities 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 of that site is htt://ww.sec.gov. Information about us is also available at our website
at htt://ww.idacorpinc.com. However, the information on our website is not a par 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. Sullivan & Cromwell LLP, New York, New York, wil pass upon the validity of
the securities for any underwter, dealer or agent. Dewey & LeBoeufLLP and Sullvan &
Cromwell LLP may, for matters governed by the laws ofIdaho, 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 Annual 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 financial
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 standards of the Public
Company Accounting Oversight Board (United States) for a review of such information.
However, as stated in their reports included in our Quarerly Reports on Form 10-Q for the
quarers 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 Securties Act of 1933 for their
22
reports on the unaudited interim financial information because those report are not "reports" or
a "part" of the registration statement prepared or certified by an accountat 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
April 3, 2008
Bane or America Securities LLC
BNY Capital Markets, Inc.
JPMorgan
KeyBanc Capital Markets
Lazard Capital Markets
Piper J affray
RBC Capital Markets
Sun Trust Robinson Humphrey
Wachovia Securities
Wedbush Morgan Securities Inc.
Wells Fargo Securities
.
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