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Home My WebLink About20100322Application.pdfE.HII.,PO.1M" t\~R \ 9 PM 4: 56 An 100RP Copa Patrick A. Harrington Corporate Secretary VIA UPS March 19,2010 Ms. Jean D. Jewell Secreta Idaho Public Utilties Commission Statehouse Boise, Idaho 83720 Re: In the Matter of the Application of Idaho Power Company for an Order Authorizing the Issuace and Sale of up to $500,000,000 of Applicant's First Mortgage Bonds and Debt Securties Case No. IPC-E-10 -10 Dear Ms. Jewell: Enclosed herewith for filing with the Commission are an original and five (5) copies of the above-referenced application, including a proposed order for the Commission's consideration. An electronic copy of the proposed order will also be e-mailed to you. Idaho Power will also be submitting its $1,000 securities application fee to the Commission promptly in ths case. Please send ten (10) certified copies of the Order issued in this matter to the undersigned. If you have any questions regarding this application, please contact me at 388-2878. d!c1.ely, ~ (JrJvf1I. Patrick A. Harngt c: Terr Carlock P.O. Box 70 Boise, ID 83707 Telephone (208) 388-2878, Fox (208) 388-6936 ~.10 BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION RE 20in MAR l 9 PM~: 56 IN THE MATTER OF THE APPLICATION ) OF IDAHO POWER COMPANY FOR AN ) ORDER AUTHORIZING THE ISSUANCE AND ) SALE OF UP TO $500,000,000 OF APPLICANT'S) FIRST MORTGAGE BONDS AND DEBT )SECURITIES ) iD"\t.l(ì UTIUTH~~r CASE NO. IPC-E-1O - I ò APPLICATION Idaho Power Company (the "Applicant") hereby applies for an Order from the Idaho Public Utilities Commission (the "Commission") under Title 61, Idaho Code, Chapters 1 and 9, and Chapters 141 through 150 of the Commission's Rules of Practice and Procedure, for authority to issue and sell from time to time (a) up to $500,000,000 aggregate principal amount of one or more series of Applicant's first mortgage bonds, which may be designated as secured medium-term notes (the "Bonds") and (b) up to $500,000,000 aggregate pricipal amount of one or more series of unsecured debt securties of the Applicant (the "Debt Securities"); provided, however, that the total principal amount of the Bonds and Debt Securties to be issued and sold hereunder shall not exceed $500,000,000. The Bonds and Debt Securities will be issued publicly pursuant to a shelf registration with the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "Act"), or privately pursuat to an exemption from registration under the Act, as set forth herein. Applicant requests authority to issue the Bonds and Debt Securities over a period of two years from the date of the Commission's order approving this transaction. APPLICATION -1 ~ (a) The Applicant The Applicant is an electric public utilty, incorporated under the laws of the state of Idaho, engaged principally in the generation, purchase, transmission, distribution and sale of electric energy in an approximately 24,000 squae-mile area in southern Idaho and eastern Oregon. The principal executive offces of the Applicant are located at 1221 W. Idaho Street, P.O. Box 70, Boise, Idaho 83707-0070; its telephone number is (208) 388-2200. (b) Description of Securities The Applicant will fie a registration statement for the First Mortgage Bonds and Debt Securties with the SEC in accordance with Rule 415 of the Act (the "Shelf Registration"). A copy of the Shelf Registration will be fied with the Commission as Attchment i. This shelf registration will allow the Applicant to issue and sell one or more series of the Bonds and Debt Securties on a continuous or delayed basis if authorized by the Commission and the other state regulatory commissions having jursdiction over the Applicant's securities. This will enable the Applicant to take advantage of attractive market conditions efficiently and rapidly. Under a shelf registration, the Applicant wil be able to issue the Bonds and Debt Securties at different times without the necessity of filing a new registration statement. BONDS The Applicant proposes to issue and sell, from time to time, up to $500,000,000 aggregate principal amount of one or more series of the Bonds pursuant to the Indentue of Mortgage and Deed of Trust, dated as of October 1, 1937 between the Applicant and Deutsche Ban Trust Company Americas (formerly Baners Trust Company) and Staey Burg, as trstees, as supplemented and amended, and as to be fuher supplemented by one or more APPLICATION - 2 supplemental indentues relating to the Bonds (the "Mortgage"). The Applicant may enter into interest rate hedging arangements with respect to the Bonds, including treasur interest rate locks, treasur interest rate caps and/or treasur interest rate collars. The Bonds will be secured equally with the other first mortgage bonds of the Applicant. After the terms and conditions of the issuace and sale of the Bonds have been determined, Applicant will fie a Prospectus Supplement(s) with the SEC if the Bonds are sold publicly, setting forth the series designation, aggregate principal amount of the issue, purchase price or prices, issuance date or dates, matuity or maturties, interest rate or rates (which may be fixed or variable) and/or the method of determination of such rate or rates, time of payment of interest, whether all or a portion of the Bonds wil be discounted, whether all or a portion of the Bonds will be issued in global form, whether interest rate hedging arangements wil apply to the Bonds, repayment terms, redemption terms, if any, and any other special terms of the Bonds, which terms may be different for each issuance of the Bonds. The Applicant will also file a copy of the Prospectus Supplement with the Commission. The Bonds may be designated as secured medium-term notes. The medium-term notes could have maturties from nine months to thrt years. Prior to issuing medium-term notes publicly, the Applicant wil file a prospectus supplement with the SEC setting forth the general terms and conditions ofthe medium-term notes to be issued. Upon each issuance of the medium- term notes pursuant to the Prospectus Supplement, the Applicant will file a Pricing Supplement with the SEC providing a specific description of the terms and conditions of each issuance of the medium-term notes, as described above. Applicant wil also file a copy of the Prospectus Supplement and Pricing Supplements with the Commission. APPLICATION - 3 Applicant's outstading First Mortgage Bonds are curently rated A-3 by Moody's Investors Service, A- by Standard & Poor's Ratings Services, and A- by Fitch, Inc. If the Bonds are sold publicly, Applicant canot predict whether they will be similarly rated. If the Bonds are sold privately, the Bonds will probably not be rated. DEBT SECURITIES The Applicant proposes to issue and sell, from time to time, up to $500,000,000 in aggregate principal amount of one or more series of Debt Securities. The Debt Securities will be unsecured obligations of the Applicant and will be issued under an existing or new unsecured debt indenture of the Applicant. A form of any new indentue will be included in the Registration Statement which will be fied with the Commission as stated above. The Applicant will supplement the indentue in the future to fuher specify the terms and conditions of each series of Debt Securities. Such amendments will be fied with the SEC and will also be fied with the Commission. The Applicant may enter into interest rate hedging arangements with respect to the Debt Securities, including treasur interest rate 10cks, treasur interest rate caps and/or treasur interest rate collars. After the terms and conditions of the issuance and sale of the Debt Securties have been determined, Applicant will file a Prospectus Supplement(s) with the SEC if the Debt Securities are sold publicly, setting fort the series designation, aggregate principal amount of the issue, purchase price or prices, issuace date or dates, matuity or matuities, interest rate or rates (which may be fixed or varable) and/or the method of determination of such rate or rates, time of payment of interest, whether all or a portion of the Debt Securities will be discounted, whether all or a portion of the Debt Securties will be issued in global form, whether the interest rate APPLICATION - 4 hedging arangements will apply to the Debt Securities, repayment terms, redemption terms, if any, and any other special terms of the Debt Securities, which terms may be different for each issuance of the Debt Securities. Applicant wil also file a copy of the Prospectus Supplement with the Commission. Applicant's outstading unsecured senior debt is curently rated Baal by Moody's investors Service, BBB by Standard & Poor's Ratings Services, and BBB+ by Fitch Inc. If the Debt Securties are sold publicly, Applicant canot predict whether they will be similarly rated. If the Debt Securities are sold privately, the Debt Securties will probably not be rated. (c) Method of Issuance The Bonds and Debt Securities may be sold by public sale or private placement, directly by the Applicant or through agents designated from time to time or though underwiters or dealers. If any agents of the Applicant or any underwters are involved in the sale of the Bonds or Debt Securties, the names of such agents or underwiters, the initial price to the public, any applicable commissions or discounts and the net proceeds to the Applicant will be fied with the Commission. If the Bonds are designated as medium-term notes and sold to an agent or agents as principal, the name of the agents, the price paid by the agents, any applicable commission or discount paid by the Applicant to the agents and the net proceeds to the Applicant will be filed with the Commission. Agents and underwiters may be entitled under agreements entered into with the Applicant to indemnification by the Applicant against certin civil liabilties, including the liabilities under the Act. APPLICATION - 5 (d) Purose of Issuance The net proceeds to be received by the Applicant from the sale of the Bonds and/or Debt Securties wil be used for the acquisition of propert; the constrction, completion, extension or improvement of its facilties; the improvement or maintenance of its service; the discharge or lawfl refuding of its obligations; and for general corporate puroses. To the extent that the proceeds from the sale of the Bonds and Debt Securties are not immediately so used, they will be temporarly invested in short-term discounted or interest-bearng obligations. (e) Propriety of Issue Applicant believes and alleges the facts set forth herein disclose that the proposed issuace and sale of Bonds and Debt Securties are for a lawfl object within the corporate puroses of Applicant and compatible with the public interest, are necessar or appropriate for, or consistent with, the proper performance by Applicant of service as a public utilty and will not impair its abilty to perform that service, and are reasonably necessar or appropriate for such puroses. (t) Financial Statements; Resolutions Applicant has fied herewith as Attchment II its financial statements dated as of December 31, 2009 consisting of its (a) Actual and Pro Forma Balance Sheet and Notes to Financial Statements, (b) Statement of Capital Stock and Funded Debt, (c) Commitments and Contingent Liabilties, (d) Statement of Retained Earings and (e) Statement of Income. A certified copy of the resolutions of Applicant's Directors authorizing the transaction with respect to this Application is fied as Attachment III. APPLICATION - 6 (g) Proposed Order Applicant has filed as Attachment iv a Proposed Order for adoption by the Commission if this Application is granted. (h) Notice of Application Notice of this Application wil be published in those newspapers in the Applicant's service territory listed in Section 24.19 of the Commission's Rules within seven (7) days after the date hereof. PRAYER WHEREFORE, Applicant respectfully requests that the Idaho Public Utilities Commission issue its Order herein authorizing Applicant to issue and sell for the puroses herein set forth up to $500,000,000 aggregate principal amount of one or more series of its Bonds and up to $500,000,000 aggregate principal amount of its Debt Securities; provided, that the total principal amount of the Bonds and Debt Securities to be issued and sold shall not exceed $500,000,000. DATED at Boise, Idaho thsl1~ay of March, 2010. By: y (CORPORATE SEAL)Ste n R. Keen Vice President and Treasurer ATTEST: . t:Î21 ~ Patrick A. Harngto Secreta Idaho Power Company 1221 W. Idaho Street P.O. Box 70 Boise, Idaho 83707-0070 APPLICATION -7 . , ATTACHMENT II(a) IDAHO POWER COMPANY BALANCE SHEET AS OF DECEMBER 31, 2009 ASSETS Electric Plant : In service (at original cost)................................................................ Accumulated provision for depreciation...................................... In service - Net.......... ........... ............ ...................... ........ ...... ....... Construction work in progress.......... ...... ..... ........ ...... ................ ....... Held for future use............................................................................ Electric plant - Net....................................................................... Investments and Other Propert: Nonutilty propert............................................................................. Investment in subsidiary companies ................................................ Other................................................................................................. Total investments and other propert............................................... Current Assets: Cash and cash equivalents............................... .... ........................... Receivables: Customer..................................................................................... Other............................................................................................ Allowance for uncollectible accounts........................................... Taxes receivable...........................;.................................................. Accrued un biled revenues................................................ ............... Materfals and supplies (at average cost)........ .................................. Fuel stock (at average cost)............................................................. Prepayments........................... .............................. .......... .......... ....... Deferred income taxes........ .............. .................... ........................... Other................................................................................................. Totàl current assets..................................................................... Deferred Debits: American Falls and Milner water rights............................................ Company owned life insurance....... ................... .............................. Regulatory assets associated with income taxes.. ................. .......... Regulatory assets .associated with pension...................................... Regulatory assets - other........ ....................... ....... ........................... Other........................................;........................................................ Total deferred debits......................................................................... TotaL................................................................................................. v:\mitch m\debt issuance\november 2007\balance sheet - september.xls After Actual Adjustments Adjustments $4,160,177,974 $4,160,177,974 (1,558,537,751 )(1,558,537,751) 2,601,640,223 2,601,640,223 289,188,358 289,188,358 7,150,794 7,150,794 2,897,979,375 2,897,979,375 1,335,962 1,335,962 83,968,893 83,968,893 22,994,658 22,994,658 108,299,513 108,299,513 21,624,930 $ 500,000,000 521,624,930 76,792,157 76,792,157 10,648,566 10,648,566 (1,990,343)(1,990,343) 3,585,173 3,585,173 51,271,984 51,271,984 48,054,026 48,054,026 25,633,645 25,633,645 10,959,775 10,959,775 7,887,350 7,887,350 2,114,333 2,114,333 256,581,596 500,000,000 756,581,596 24,226,056 24,226,056 26,653,662 26,653,662 382,135,977 382,135,977 191,952,313 191,952,313 146,311,696 146,311,696 39,250,076 39,250,076 810,529,780 810,529,780 $4,073,390,264 $500,000,000 $4,573,390,264 IDAHO POWER COMPANY BALANCE SHEET AS OF DECEMBER 31, 2009 CAPITALIZATION AND LIABILITIES Common Shares Common Shares Authorized Outstanding Equity Capital: 50,000,000 39,150,812 Common stock....... ..... ............... ... .............. ..... ........... .............. ........ Premium on capital stock. ............ ...... ................ .......... ............... ..... Capital stock expense.. .... ............ .......... ... ................... ...... .............. Retained earnings.............. ........... ... ....... ...... ... ...... ................. ......... Accummulated other comprehensive income.....................;............. Total equity capitaL..................................................................... Long-Term Debt: First mortgage bonds ....................................................................... Pollution control revenue bonds ...................................................... American Falls bond and Milner note guarantees ........................... Unamortized discount on long-term debt (Dr).................................. Total long-term debt.................................................................... Current Liabilities: Long-term debt due within one year... ....... ......... ..................... ......... Accounts payable ......................................... ....... ............ ......... ....... Notes and accounts payable to related parties................................ Interest accrued................................................................................ Other................................................................................................. Total current liabilities.................................................................. Deferred Credits: Deferred income taxes...................... .......... ..... ................................ Regulatory liabilties associated with accumulated deferred investment tax credits ................... ....... ...... ............... .......... ........ Regulatory liabilties associated with income taxes ......................... Regulatory liabilties-other.............................:.................................. Other................................................................................................. Total deferred credits................................................................... Total............................................................................................. v:\mitch m\debt issuance\nOvember 2007\alance sheet - september.xls After Actual Adjustments Adjustments $97,877,030 $97,877,030 638,757,435 638,757,435 (2,096,925)(2,096,925) 547,695,463 547,695,463 (8,266,663)(8,266,663) 1,273,966,340 1,273,966,340 1,215,000,000 $ 500,000,000 1,715,000,000 170,460,000 170,460,000 27,330,454 27,330,454 (3,060,748)(3,060,748) 1,409,729,706 500,000,000 1,909,729,706 1,063,637 1,063,637 83,127,784 83,127,784 1,735,649 1,735,649 20,056,333 20,056,333 40,001,884 40,001,884 145,985,287 145,985,287 611,749,022 611,749,022 73,505,525 73,505,525 47,183,293 47,183,293 167,091,504 167,091,504 344,179,587 34,179,587 1,243,708,931 1,243,708,931 $4,073,390,264 $ 500,000,000 $4,573,390,264 IDAHO POWER COMPANY STATEMENT OF ADJUSTING JOURNAL ENTRIES As of December 31, 2009 Giving Effect to the Proposed issuance of First mortgage bonds Entrv NO.1 Cash............................................................................................$500,000,000 First mortgage bonds.................... .............................................. .................. To record the proposed issuance of First mortgage bonds and the receipt of cash. g:\fr\financing\opuc securities application \adjusting entries.xls $ 500,000,000 . ' ATTACHMENT II(b) STATEMENT OF CAPITAL STOCK AND FUNDED DEBT IDAHO POWER COMPANY The following statement as to each class of the capital stock of applicant is as of December 31, 2009, the date of the balance sheet submitted with this application: Common Stock (1) Description - Common Stock, $2.50 par value; 1 vote per share (2) Amount authorized - 50,000,000 shares ($125,000,000 par value) (3) Amount outstanding - 39,150,812 shares (4) Amount held as reacquired securities - None (5) Amount pledged by applicant - None (6) Amount owned by affliated corporations - All (7) Amount held in any fund - None Applicant's Common Stock is held by IDACORP, Inc., the holding company of Idaho Power Company. IDACORP, Inc.'s Common Stock is registered (Pursuant to Section 12(b) of the Securities Exchange Act of 1934) and is listed on the New York Stock Exchange. ( ~. STATEMENT OF CAPITAL STOCK AND FUNDED DEBT (Continued) IDAHO POWER COMPANY The following statement as to funded debt of applicant is as of December 31, 2009 the date of the balance sheet submitted with this application. First Mortgage Bonds (1 ) Description FIRST MORTGAGE BONDS: 6.60% Series due 2011, dated as of Mar 2, 2001, due Mar 2, 2011 4.75% Series due 2012, dated as of Nov 15, 2002, due Nov 15, 2012 4.25% Series due 2013, dated as of May 13, 2003, due October 1, 2013 6.025% Series due 2018, dated as of July 10, 2008, due July 15, 2018 6.15% Series due 2019, dated as of March 30, 2009, due April 1 , 2019 4.50% Series due 2020, dated as of November 20, 2009, due March 1, 2020 6 % Series due 2032, dated as of Nov 15, 2002, due Nov 15, 2032 5.50% Series due 2033, dated as of May 13, 2003, due April 1, 2033 5.50% Series due 2034, dated as of March 26, 2004, due March 15, 2034 5.875%Series due 2034, dated as of August 16, 2004, due August 15, 2034 5.30% Series due 2035, dated as of August 23, 2005, due August 15, 2035 6.30% Series due 2037, dated as of June 22, 2007, due June 15, 2037 6.25% Series due 2037, dated as of October 18, 2007, due October 15, 2037 Total First Mortgage Bonds Outstanding (3) Amount Outstanding 120,000,000 100,000,000 70,000,000 120,000,000 100,000,000 130,000,000 100,000,000 70,000,000 50,000,000 55,000,000 60,000,000 140,000,000 100,000,000 1,215,000,000 (4) Amount authorized - Limited within the maximum of $2,000,000,000 (or such other maximum amount as may be fixed by supplemental indenture) and by propert, earnings, and other provisions of the Mortgage. (4) Amount held as reacquired securities - None (5) Amount pledged - None (6) Amount owned by affliated corporations - None (7) Amount of sinking or other funds - None For a full statement of the terms and provisions relating to the respective Series and amounts of applicant's outstanding First Mortgage Bonds above referred to, reference is made to the Mortgage and Deed of Trust dated as of October 1, 1937, and First to Fort-fifthSlJpplel1entällndentlJréS thereto, by Idaho Power Company to Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company) and R. G. Page (Stanley Burg, succssor individual trustee), Trustees, presently on file with the Commission, under which said bonds were issued. STATEMENT OF CAPITAL STOCK AND FUNDED DEBT (Continued) IDAHO POWER COMPANY Pollution Control Revenue Bonds (A) Variable Rate Series 2000 due 2027: (1) Description - Pollution Control Revenue Bonds, Variable Rate Series due 2027, Port of Morrow, Oregon, dated as of May 17, 2000, due February 1, 2027. (2) Amount authorized - $4,360,000 (3) Amount outstanding - $4,360,000 (4) Amount held as reacquired securities - None (5) Amount pledged - None (6) Amount owned by affliated corporations - None (7) Amount in sinking or other funds - None (B) 5.15 % Series 2003 due 2024: (1) Description - Pollution Control Revenue Refunding Bonds, 5.15 % Series 2003 due 2024, County of Humboldt, Nevada, dated as of August 20, 2009 due December 1, 2024 (secured by First Mortgage Bonds) (2) Amount authorized - $49,800,000 (3) Amount outstanding - $49,800,000 (4) Amount held as reacquired securities - None (5) Amount pledged - None (6) Amount owned by affliated corporations - None (7) Amount in sinking or other funds - None (C) 5.25 % Series 2006 due 2026: (1) Description - Pollution Control Revenue Bonds, 5.25 % Series 2006 due 2026, County of Sweetwater, Wyoming, dated as of August 20,2009, due July 15, 2026 (2) Amount authorized - $116,300,000 (3) Amount outstanding - $116,300,000 (4) Amount held as reacquired securities - None (5) Amount pledged - None (6) Amount owned by affliated corporations - None (7) Amount in sinking or other funds - None For a full statement of the terms and provisions relating to the outstanding Pollution Control Revenue Bonds above referred to, reference is made to (A) copies of Trust Indenture by Port of Morrow, Oregon, to the Bank One Trust Company, N. A., Trustee, and Loan Agreement between Port of Morrow, Oregon and Idaho Power Company, both dated May 17, 2000, under which the Variable Rate Series 2000 bonds were issued, (B) copies of Loan Agreement between Idaho Power Company and Humboldt County, Nevada dated October 1, 2003; Trust Indenture between Humboldt County, Nevada and Union Bank of California dated October 1, 2003; First Supplemental Trust Indenture, dated August 20, 2009 between Humboldt County, Nevada and Union Bank of California dated August 20, 2009. ; Remarketing and Purchase Agreement dated August 13, 2009, among Humboldt County, Nevada and J.P. Morgan Securities, Inc., under which the 5.15% Series 2003 bonds were issued and (C) copies of Loan Agreement between Idaho Power Company and Sweetwater County, Wyoming, dated October 1, 2006, Trust Indenture between Sweetwater County, Wyoming and Union Bank of California, Trustee dated October 1, 2006, First Supplemental Trust Indenture, dated August 20,2009 between Sweetwater County, Wyoming and Union Bank of California dated August 20, 2009 ; and Remarketing and Purchase Agreement dated August 13, 2009 among Sweetwater County, Wyoming and JP Morgan Securities and Idaho POVier Company, under which the 5.25% Series 2006 bonds were issued. . . ATTACHMENT II(e) COMMITMENTS AND CONTINGENCIES: Purchase Obligations: At December 31, 2009, Idaho Power had the following long-term commitments relating to purchases of energy, capacity, transmission rights and fuel: 2010 2011 2012 2013 2014 Thereafter (thousands of dollars) Cogeneration and power production $ 210,999 $ 229,740 $124,051 $113,884 $114,850 $1,680,001 Power and transmission rights 44,298 21,979 8,699 3,296 2,404 7,612 Fuel 64,132 64,130 52,671 54,032 53,136 95,346 As of December 31,2009, Idaho Power had signed agreements to purchase energy from 96 CSPP facilties with contracts ranging from one to 30 years. Eighty of these facilties, with a combined nameplate capacity of 298 MW, were on-line at the end of 2009; the other 16 facilties under contract, with a combined nameplate capacity of 266 MW, are projected to come on-line during 2010 and 2011. The majority of the new facilties wil be wind resources which wil generate on an intermittent basis. During 2009, Idaho Power purchased 970,419 megawatt-hours (MWh) from these projects at a cost of $59 milion, resulting in a blended price of 6.1 cents per kilowatt hour. Idaho Power purchased 756,014 megawatt-hours at a cost of $45.9 milion in 2008, and 777,147 megawatt-hours at a cost of $45 millon in 2007. In addition, Idaho Power has the following long-term commitments for lease guarantees, equipment, maintenance and services, and industry related fees. 2010 2011 2012 2013 2014 Thereftr (thousands of dollars) Operating leases.$2,733 $2,035 $1,324 $1,335 $1,403 $5,737 Equipment, maintenance, and service agreements 58,491 14,492 8,357 7,339 3,296 6,933 FERC and other industr related fees 7,016 6,475 6,540 6,505 4,199 20,534 Idaho Power's expense for operating leases was approximately $3 millon each year in 2009, 2008 and 2007. Guarantees Idaho Power has agreed to guarantee the performance of reclamation activities at Bridger Coal Company of which IERCo owns a one-third interest. This guarantee, which is renewed each December, was $63 milion at December 31, 2009. Bridger Coal Company has a reclamation trust fund set aside specifically for the purpose of paying these reclamation costs. At this time Bridger Coal Company is revising their estimate of future reclamation costs. To ensure that the reclamation trust fund maintains adequate reserves, Bridger Coal Company has the ability to add a per ton surcharge if it is determined that future liabilties exceed the trust's assets. Because of the existence of the fund and the abilty to apply a per ton surcharge, the estimated fair value of this guarantee is minimaL. CONTINGENCIES Legal Proceedings Western Energy Proceedings at the FERC: Throughout this report, the term "western energy situation" is used to refer to the California energy crisis that occurred during 2000 and 2001, and the energy shortages, high prices and blackouts in the western United States. High prices for electricity in California and in western wholesale markets during 2000 and 2001 caused numerous purchasers of electricity in those markets to initiate proceedings seeking refunds or other forms of relief. Some of these proceedings (the western energy proceedings) remain pending before the FERC or on appeal to the United States Court of Appeals for the Ninth Circuit (Ninth Circuit). I · There are pending in the Ninth Circuit approximately 200 petitions for review of numerous FERC orders regarding the western energy situation. Decisions in these appeals may have implications with respect to other pending cases, including those to which Idaho Power is part. Idaho Power intends to vigorously defend its position in these proceedings, but is unable to predict the outcome of these matters. Except as to the matters described below under "Pacific Northwest Refund," Idaho Power believes that settlement releases it has obtained that are descnbed below under "California Refund" and "Market Manipulation" wil restrict potential claims that might result from the disposition of the pending Ninth Circuit review petitions and that these matters wil not have a material adverse effect on its consolidated financial positions, results of operations or cash flows. California Refund: This proceeding originated with an effort by agencies of the State of California and investor-owned utilties in California to obtain refunds for a portion of the spot market sales from sellers of electricity into California markets from October 2, 2000, through June 20, 2001. The FERC has issued numerous orders establishing price mitigation plans for sales in the California wholesale electricity market, including the methodology for determining refunds. Numerous parties have petitioned the Ninth Circuit for review of the FERC's orders on California refunds. As additional FERC orders have been issued, further petitions for review have been filed before the Ninth Circuit, which from time to time has identified discrete cases that can proceed to bnefing and decision while it stayed action on the other consolidated cases. On May 22, 2006 the FERC approved an Offer of Settlement between and among Idaho Power, the California Parties (Pacific Gas & Electric Company, San Diego Gas & Electric Company, Southern California Edison Company, the California Public Utilties Commission, the California Electricity Oversight Board, the California Department of Water Resources and the California Attorney General) and additional parties that elected to be bound by the settlement. The settlement disposed of matters encompassed by the California refund proceeding, as well as other claims and investigations relating to the western energy situation among and between the parties agreeing to be bound by it. Although many market participants agreed to be bound by the settlement, other market participants, representing a small minonty of potential refund claims, initially elected not to be bound by the settlement. From time to time, as the California Parties have reached settlements with those other market participants, they have elected to opt into the Idaho Power-California Parties' settlement. The settlement provided for approximately $23.7 millon of Idaho Power's estimated $36 millon rights to accounts receivable from the Cal ISO and the California Power Exchange (CaIPX) to be assigned to an escrow account for refunds and for an additional $1.5 million of accounts receivable to be retained by the CalPX until the conclusion of the litigation. The additional $1.5 milion of accounts receivable retained by the CalPX is available to fund the claims of non-settling parties if they prevail in the remaining litigation of these California market matters. Any additional amounts owed to non-settling parties would be funded by other amounts owed to Idaho Power by the Cal ISO and CalPX, or directly by Idaho Power, and any excess funds remaining at the end of the case would be returned to Idaho Power. The remaining Idaho Powerreceivables were paid to Idaho Power under the settlement. In an August 2006 decision, the Ninth Circuit ruled that all transactions that occurred within the CalPX and the Cal ISO markets were proper subjects of the refund proceeding. In that decision the Ninth Circuit refused to expand the proceedings into the bilateral market, approved the refund effective date as October 2, 2000, required the FERC to consider claims that some market participants had violated governing tariff obligations at an earlier date than the refund effective date, and expanded the scope of the refund proceeding to include transactions within the CalPX and Cal ISO markets outside the limited 24-hour spot market and energy exchange transactions. Parts of the decision exposed sellers to increased claims for potential refunds. The Ninth Circuit issued its mandate on April 15, 2009, thereby offcially returning the cases to the FERC for further action consistent with the court's decision. On November 19, 2009, the FERC issued an order to implement the Ninth Circuit's remand. The remand order established a trial-type hearing in which participants wil be permitted to submit information regarding (i) specified tariff violations committed by any public utilty seller from January 1, 2000 - October 2, 2000 resulting in a transaction that set a market clearing price for the trading period when the violation occurred and (ii) claims for refunds for multi-day transactions and energy exchange transactions entered into during the refund period (October 2,2000 - June 20,2001). Numerous parties including Idaho Power filed motions to clarify the FERC's order. Although Idaho Power is unable to predict when or how FERC wil rule on these motions, the effect of the remand order for Idaho Power is confined to the minority of market participants that are not bound by the Idaho Power-California Parties' settlement described above. Accordingly, Idaho Power believes the remanded proceedings wil not have a material adverse effect on its consolidated financial positions, results of operations or cash flows. In 2005, the FERC established a framework for sellers wanting to demonstrate thatthe generally applicable FERC refund methodology interfered with the recovery of costs. Idaho Power made such a cost filing, which was rejected by the FERC. On June 18, 2009, FERC issued an order stating that it was not ruling on Idaho Power's request for rehearing of the cost filing rejection because their request had been withdrawn in connection with the Idaho Power-California Parties' settlement. On July 8, 2009 Idaho Power sought further rehearing at the FERC because its withdrawal pertained only to the parties with whom Idaho Power had settled. On June 18, 2009, in a separate order, the FERC ruled that only net refund recipients were responsible for the costs associated with cost filings. While most net refund recipients are bound by the settlement, until the Cal ISO completes its refund calculations, it is uncertain whether there are any net refund recipients who are not bound by the settlement. If there are no such parties, then Idaho Power's request for rehearing wil be moot. FERC has not yet ruled on the request for rehearing. Idaho Power is unable to predict how or when the FERC might rule, but the effect of any such ruling is confined to obligations of Idaho Power to the small minority of claims of market participants that are not bound by the settlement Accordingly, Idaho Power believes this matterwil not have a material adverse effect on its consolidated financial positions, results of operations or cash flows. Market Manipulation: On June 25, 2003, the FERC ordered more than 50 entities that participated in the western wholesale power markets between January 1, 2000, and June 20, 2001, including Idaho Power, to show cause why certain trading practices did not constitute gaming ("gaming") or other forms of proscribed market behavior in concert with another part ("partnership") in violation of the Cal ISO and CalPX Tariffs. In 2004, the FERC dismissed the "partnership" show cause proceeding against Idaho Power. Later in 2004, the FERC approved a settlementof the "gaming" proceeding without finding of wrongdoing by Idaho Power. The orders establishing the scope of the show cause proceedings are presently the subject of review petitions in the Ninth Circuit. Although Idaho Power is unable to predict how or when the Ninth Circuit wil act on these review petitions, in light of the settlement described above, Idaho Power believes this matter wil not have a material adverse effect on its consolidated financial positions, results of operations or cash flows. On June 25, 2003, the FERC also issued an order instituting an investigation of anomalous bidding behavior and practices in the western wholesale markets for the time period May 1, 2000, through October 1, 2000, but the FERC terminated its investigations as to Idaho Power on May 12, 2004. California government agencies and California investor-owned utilties have appealed the FERC's termination of this investigation as to Idaho Power and more than 30 other market participants. Idaho Power is unable to predict the outcome of these petitions for review proceedings, but believes that the settlement releases govern any potential claims that might arise and that this matter wil not have a material adverse effect on its consolidated financial positions, results of operations or cash flows. Pacific Northwest Refund: On July 25, 2001, the FERC issued an order establishing a proceeding separate from the California refund proceeding to determine whether there may have been unjust and unreasonable charges for spot market sales in the Pacific Northwest during the period December 25,2000, through June 20, 2001, because the spot market in the Pacific Northwest was affected by the dysfunction in the California market. In 2003, the FERC terminated the proceeding and declined to order refunds, but in 2007 the Ninth Circuit issuèd an opinion, in Port of Seattle, Washington v. FERC, remanding to the FERC the orders that declined to require refunds. The Ninth Circuit's opinion instructed the FERC to consider whether evidence of market manipulation would have altered the agency's conclusions about refunds and directed the FERC to include sales to the California Department of Water Resources (CDWR) in the scope of proceeding. The Ninth Circuit offcially returned the case to the FERC on April 16, 2009. On September 4,2009, Idaho Power joined with a number of other parties in a joint petition for a writ of certiorari to the U.S. Supreme Court, which was denied on January 11, 2010. In separate filings, the California Parties, which no longer include the California Electricity Oversight Board, and the City of Tacoma, Washington and the Port of Seattle, Washington asked the FERC to take actions to reorganize and restructure the case so that they may pursue claims that all spot market sales in the Cal iSO and CalPX markets and in the Pacific Northwest from January 1, 2000 through June 20, 2001 should be repriced, and thereby become subject to refund, because market manipulation and tariff violations affected spot market prices. This would expand the scope of the refund period in the Pacific Northwest proceeding from the December 25, 2000 through June 20, 2001 period previously considered by the FERC. On May 22, 2009, the California Parties filed a motion with the FERC to sever the CDWR sales from the remainder of the Pacific Northwest proceedings and to consolidate the CDWR sales portion of the Pacific Northwest case with ongoing proceedings in cases that Idaho Power has settled and with a new complaint filed on May 22, 2009 by the California Attorney General against parties with whom the California Parties have not settled (Brown Complaint). Idaho Power, along with a number of other parties, filed their opposition to the motion of the California Parties. Many other parties also filed responses to the motion of the California Parties. The City of Tacoma, Washington and the Port of Seattle, Washington filed a motion on August 4, 2009 with the FERC in connection with the California refund proceeding, the Lockyer remand pending before the FERC (involving claims of failure to file quarterly transaction reports with the FERC, from which Idaho Power previously was dismissed), the Brown Complaint and the Pacific Northwest refund remand proceeding. The City of Tacoma and the Port of Seattle motion asks the FERC, either on a summary basis or after new evidentiary hearings, to require refunds from all sellers in the Pacific Northwest spot markets for the expanded period (January 1, 2000 through June 20, 2001). Idaho Power joined with a number of other sellers in the Pacific Northwest markets dunng 2000 and 2001 in opposing the motion of the City of Tacoma and the Port of Seattle. Idaho Power intends to vigorously defend its position in these proceedings, but is unable to predict the outcome of these matters or estimate the impact these matters may have on its consolidated financial positions, results of operations or cash flows. Western Shoshone National Council: On April 10, 2006, the Western Shoshone National Council (which purports to be the governing body of the Western Shoshone Nation) and certain of its individual tribal members filed a First Amended Complaint and Demand for Jury Trial in the U.S. District Court for the District of Nevada, naming Idaho Power and other unrelated entities as defendants. Plaintiffs allege that Idaho Power's ownership interest in certain land, minerals, water or other resources was converted and fraudulently conveyed from lands in which the plaintiffs had historical ownership rights and Indian title dating back to the 1860's or before. On May 31, 2007, the U.S. District Court granted the defendants' motion to dismiss stating that the plaintiff' claims are barred by the finality provision of the Indian Claims Commission Act, and entered judgment in favor of Idaho Power on January 25, 2008. Plaintiffs appealed the district court's decision to the Ninth Circuit which affrmed the district court's dismissal of the action. The time within which plaintiffs could pursue further review has expired. Sierra Club Lawsuit-Bridger: In February 2007, the Sierra Club and the Wyoming Outdoor Council filed a complaint against PacifiCorp in the U.S. District Court for the District of Wyoming alleging violations of air quality opacity standards at the Jim Bridger coal-fired plant in Sweetwater County, Wyoming. Opacity is an indication of the amount of light obscured by the flue gas of a power plant. The complaint alleged thousands of opacity permit violations by PacifiCorp and sought a declaration that PacifiCorp had violated opacity limits, a permanent injunction ordering PacifiCorp to comply with such limits, civil penalties of up to $32,500 per day per violation, and reimbursement of plaintiffs' costs of litigation, including reasonable attorneys' fees. Idaho Power is not a party to this proceeding but has a one-third ownership interest in the plant. PacifiCorp owns a two-thirds interest in and is the operator of the plant. On February 10, 2010, PacifiCorp and plaintiff reached an agreement in principle to the settlement of the lawsuit in its entirety. The settlement is subject to the approval of the Environmental Protection Agency and the court. .If approved, the settlement wil not have a material adverse effect on Idaho Powets consolidated financial positions, results of operations or cash flows. Sierra Club Lawsuit - Boardman: In September 2008, the Sierra Club and four other non-profit corporations filed a complaint against Portland General Electric Company (PGE) in the U.S. District Court for the District of Oregon alleging opacity permit limit violations at the Boardman coal-fired plant located in Morrow County, Oregon. The complaint also alleged violations of the Clean Air Act, related federal regulations and the Oregon State Implementation Plan relating to PGE's construction and operation of the plant. The complaint sought a declaration that PGE had violated opacity limits, a permanent injunction ordering PGE to comply with such limits, injunctive relief requiring PGE to remediate alleged environmental damage and ongoing impacts, civil penalties of up to $32,500 per day per violation, and reimbursement of plaintiffs' costs of litigation, including reasonable attorneys' fees. Idaho Power is not a part to this proceeding but has a 10 percent ownership interest in the Boardman plant. PGE owns 65 percent and is the operator of the plant. On December 5, 2008, PGE filed a motion to dismiss nine of the twelve claims asserted by plaintiff in their complaint, alleging among other arguments that certain claims are barred by the statute of limitations or fail to state a claim upon which the court can grant relief. On September 30, 2009, the court denied most of PGE's motion to dismiss. Idaho Power continues to monitor the status of this matter but is unable to predict its outcome or what effect this matter may have on its consolidated financial position, results of operations or cash flows. Snake River Basin Adjudication: Idaho Power is engaged in the Snake River Basin Adjudication (SRBA), a general stream adjudication, commenced in 1987, to define the nature and extent of water rights in the Snake River basin in Idaho, including the water rights of Idaho Power. On March 25, 2009, Idaho Power and the State of Idaho (State) entered into a settlement agreement with respect to the 1984 Swan Falls Agreement and Idaho Powets water rights under the Swan Falls Agreement, which settlement agreement is subject to certain conditions discussed beiow. The settlement agreement wil also resolve litigation between Idaho Power and the State relating to the Swan Falls Agreement that was filed by Idaho Power on May 10, 2007, with the Idaho District Court for the Fifth Judicial Circuit, which has jurisdiction over SRBA matters including the Swan Falls case. The settlement agreement resolves the pending litigation by clarifying that Idaho Powets water rights in excess of minimum flows at its hydroelectric facilties between Milner Dam and Swan Falls Dam are subordinate to future upstream beneficial uses, including aquifer recharge. The agreement commits the State and Idaho Power to further discussions on important water management issues concerning the Swan Falls Agreement and the management of water in the Snake River Basin. It also recognizes that water management measures that enhance aquifer levels, springs and river flows, such as aquifer recharge projects, benefit both agricultural development and hydropower generation and deserve study to determine their economic potential, their impact on the environment and their impact on hydropower generation. These wil be a part of the Comprehensive Aquifer Management Plan (CAMP), approved by the Idaho Water Resource Board for the Eastern Snake Plain Aquifer (ESPA), which includes limits on the amount of aquifer recharge. Idaho Power is a member of the ESPA CAMP advisory committee and implementation commitee. On April 24, 2009, the Governor of Idaho signed into law legislation approving provisions contained in the settlement agreement. On May 6, 2009, as part of the settlement, Idaho Power, the Governor of Idaho and the Idaho Water Resource Board executed a memorandum of agreement relating to future aquifer recharge efforts and further assurances as to limitations on the amount of aquifer recharge. Idaho Power and the State also filed a joint motion to the SRBA court to dismiss the Swan Falls case and enter the stipulated water right decrees set forth in the settlement agreement. Parties representing groundwater users in the Eastern Snake Plain Aquifer objected to some of the language proposed by Idaho Power and the State relating to water rights in the decrees to be entered by the SRBA court as contemplated by the Settlement Agreement. Specifically, the concerns relate to the language describing the subordination of the rights and its interplay with the original Swan Falls settlement document and implementing legislation. On January 4" 2010, the court issued an order approving the overall settlement subject to certain modifications to the draft water right decrees proposed by the company and the state. The company is working with the state and the parties to reach agreement consistent with the court's order regarding the language of the decrees. U.S. Bureau of Reclamation: Idaho Power filed a complaint on October 15, 2007 and an amended complaint on September 30, 2008 in the U.S. District Court of Federal Claims in Washington, D.C. against the U.S. Bureau of Reclamation. The complaint relates to a contract nght for delivery of water to its hydropower projects on the Snake River to recover damages from the U.S. for the lost generation resulting from reduced flows and.a prospective declaration of contractual rights so as to prevent the U.S. from continued failure to fulfill its contractual and fiduciary duties to Idaho Power. In 1923, Idaho Power and the U.S. entered into a contract that faciltated the development of the American Falls Reservoir by the U.S. on the Snake River in southeast Idaho. This 1923 contract entitles Idaho Power to 45,500 acre-feet of primary storage capacity in the reservoir and 255,000 acre-feet of secondary storage that was to be available to Idaho Power between October 1 of any year and June 10 of the following year as necessary to maintain specified water flows at Idaho Powets Twin Falls power plant below Milner Dam. Idaho Power believes that the U.S. has failed to deliver this secondary storage, at the specified flows, since 2001. Discovery is scheduled to be completed by March 3, 2010. Trial of the matter has not been scheduled. Idaho Power is unable to predict the outcome of this action. Oregon Trail Heights Fire: On August 25, 2008, a fire ignited beneath an Idaho Power distribution line in Boise, Idaho. It was fanned by high winds and spread rapidly, resulting in one death, the destruction of 10 homes and damage or alleged fire related losses to approximately 30 others. Following the investigation, the Boise Fire Department determined that the fire was linked to a piece of line hardware on one of Idaho Powets distribution poles and that high winds contributed to the fire and its resultant damage. Idaho Power has received notice of claims from a number of the homeowners and their insurers and while it has continued investigation of these claims, Idaho Power has reached settlements with a number ofthe individuals or their insurers who have alleged damages resulting from the fire. Idaho Power is insured up to policy limits against liabilty for claims in excess of its self-insured retention. Idaho Power has accrued for any loss that is probable and reasonably estimable, including insurance deductibles, and believes this matter wil not have a material adverse effect on its consolidated financial position, results of operations or cash flows. Other Legal Proceedings: Idaho Power is party to legal claims, actions and proceedings in addition to those discussed above. Resolution of any of these matterswil take time and Idaho Power cannot predict the outcome of any of these proceedings. Idaho Power believes that its reserves are adequate for these matters and that resolution of these matters, taking into account existing reserves, wil not have a material adverse effect on Idaho Powets consolidated financial positions, results of operations or cash flows. . , ATTACHMENT II(d) .. ." ATTACHMENT II(e) IDAHO POWER COMPANY STATEMENT OF INCOME For the Twelve Months Ended December 31, 2009 Operating Revenues..... ..... ............... .......... .......... ....... ... ..... .............. ............. Operating Expenses: Purchased power...................................................................................., Fuel....................................................................................................... Power cost adjustment............................ ... ... .. . ..................................... Other operation and maintenance expense...... ........ ................. ............. Depreciation expense............... ........ ................ ..... .............. ................ .... Amortization of limited-term electric plant.............................................. Taxes other than income taxes.................................................;............. Income taxes - FederaL.. .............................. .......... .......... ........................ Income taxes - Other......... .................................. .................................... Provision for deferred income taxes.................... .................................... Provision for deferred income taxes - Credit.................. ............. ........... Investment tax credit adjustment.......................... ....... ......... ........... ....... Total operating expenses................................................................... Operating Income... ................................................... ...................................... Other Income and Deductions: Allowance for equity funds used during construction................... ........... Income taxes.... ..... ...... ................... ............................................... ........... Other- Net............................................................................................... Net other income and deductions........... ........................................ ......... Income Before Interest Charges..................................................................... Interest Charges: Interest on first mortgage bonds............................ ....... ................ ........... Interest on other long-term debt............................................................. Interest on short-term debt.............. ..... ................... ............... ...... ........... Amortization of debt premium, discount and expense - Net. ................. Other interest expense............................................................................ Total interest charges............................................................ Allowance for borrowed funds used during construction - Credit........... Net interest charges.. ....... .......... .......... ....... ... ...... ............. .... Net Income...................................................................................................... Actual 1,045,996,381 160,569,065 149,566,220 66,710,010 331,262,707 103,587,447 7,038,345 21,069,235 16,858,118 3,192,429 76,729,161 (63,176,136) 235,447 873,642,048 172,354,333 7,554,922 (1,682,292) 16,264,335 22,136,965 194,491,298 67,532,083 5,737,767 1,089,737 2,002,915 967,683 77,330,185 5,397,871 71,932,314 122,558,984 The accmpanying Notes to Financial Statements are an integral part of this statement v:\mitch m\debt issuance\november 2007üncome statement 12 mo end 9-30.xls . . ATTACHMENT III STATE OF IDAHO ) COUNTY OF ADA ) ss. CITY OF BOISE ) I, PATRICK A. HARRGTON, the undersigned, Secreta of Idaho Power Company, do hereby certify that the following constitutes a full, true and correct copy of resolutions adopted at a regular meeting of the Board of Directors on Januar 21, 2010, relating to authority to issue and sell First Mortgage Bonds and Debt Securities, and that said resolutions have not been amended or rescinded and are in full force and effect on the date hereof. IN WI1NESS WHEREOF, I have hereunto set my hand this ;a-ay of March, 2010. (CORPORATE SEAL)tf lI/. . ~4/ad sf Patrck A. Harin to Secreta. IDAHO POWER COMPANY Resolutions of the Board of Directors Januar 21,2010 RESOLVED, That the proper officers of the Company be, and they hereby are, authorized and empowered to make, execute and file, in the name and on behalf of the Company, such applications and other documents and any amendments or supplements to such applications and documents with the state regulatory authorities having jursdiction over the Company and/or its securities as may be necessar to obtain an exemption from competitive bidding requirements and to faciltate the creation, issuance, sale and delivery by this Company in one or more series from time to time of (i) first mortgage bonds ("First Mortgage Bonds") in an aggregate principal amount not exceeding $500,000,000 and (ii) unsecured debt securities ("Debt Securities", and with the First Mortgage Bonds, collectively referred to as the "Securties") in an aggregate principal amount not exceeding $500,000,000; provided, however, that the total principal amount of First Mortgage Bonds and Debt Securities shall not, in the aggregate, exceed $500,000,000 and to enter into swap or hedging arangements with respect to any First Mortgage Bonds or Debt Securties; and be it FURTHER RESOLVED, That the proper officers of the Company be, and they hereby are, authorized to prepare and file with the Securities and Exchange Commission one or more registration statements (each including a prospectus) and any amendments (including post-effective amendments) or supplements thereto, for the registration under the Securties Act of 1933, as amended, of the Securities and for qualification under the Trust Indenture Act of 1939, as amended, of the Company's Mortgage and Deed of Trust, dated as of October 1, 1937, as heretofore supplemented and as it is proposed to be fuher supplemented by a supplemental indenture or indentures and for qualification under the Trust Indenture Act of 1939, as amended, of an indenture of the Company relating to the Debt Securities, as it is proposed to be supplemented by a supplemental indenture or indentures; and be it FURTHER RESOLVED, That J. LaMont Keen, Darel T. Anderson, Rex Blackbur and Elizabeth W. Powers, be, and they hereby are, appointed and designated as the persons duly authorized to receive communications and notices from the Securities and Exchange Commission with respect to said registration statement; and be it FURTHER RESOLVED, That the Company hereby appoints J. LaMont Keen, Darel T. Anderson, Rex Blackbur, and each of them severally, as the tre and lawfl attorney and attorneys of the Company with ful power to act with or without the others and with full power of substitution and resubstitution to execute said registration statement and any amendment or amendments thereto, for and on behalf of the Company; and that each officer and director of the Company executing said registration statement and any amendment or NY A 614534.3 337652 000015 1/6/2010 12:1 7pm amendments thereto on behalf of the Company, be, and he hereby is, authorized to appoint J. LaMont Keen, Darel T. Anderson, Rex Blackbur, and any agent named for service in said registration statement, and each of them severally, his true and lawful attorney or attorneys with power to act with or without the other and with full power of substitution and resubstitution, to execute in his name, place and stead, in his capacity as an officer or director of the Company, such registration statement and any amendment or amendments thereto, and all instrments necessary or incidenta in connection therewith, and to file the same with the Securities and Exchange Commission, with full power and authority to each of said attorneys to do and perform, in the name and on behalf of the said officers or directors, or any of them, every act whatsoever necessar or desirable to be done in the premises as fully and to all intents and puroses as such officer or director might or could do in person; and be it FURTHER RESOLVED, That the proper offcers of the Company be, and they hereby are, authorized and empowered to tae, in the name and on behalf of the Company, any and all action which they may deem necessar or desirable in order to effect the registration or qualification of the Securities for offer and sale under the securities or Blue Sky laws of any of the states or territories of the United States of America and the District of Columbia, and in connection therewith to execute, acknowledge, verify, deliver, file and publish all such applications, reports, agreements, resolutions and other papers, documents and instrents that may be required or appropriate under such laws, and to tae any and all other action which may be deemed by them to be necessar or desirable in order to maintain such registration or quaification for as long as they deem it to be in the best interests of the Company; and be it FURTHER RESOLVED, That upon obtaining the necessar regulatory authorizations, and upon effectiveness of the registration statement under the Securities Act of 1933, and, if applicable, the relevant indenture becoming qualified under the Trust Indenture Act of 1939, as amended, the proper officers of the Company be, and they hereby are, authorized to issue and sell, or cause to be issued and sold, all or any portion of the Securities either pursuant to competitive bidding, negotiated underwiting, private sale, through agents, directly to an agent at a negotiated discount or directly to purchasers, upon such terms and conditions and at a price or prices as are established by the Board of Directors by these resolutions or may hereafter be established by the Board of Directors or the Executive Committee of this Board; and be it FURTHER RESOLVED, That the President, any Vice President or the Treasurer of the Company be, and each of them hereby is, authorized to enter into an Underwiting Agreement, a Purchase Agreement, a Sellng Agency Agreement and/or a Distribution Agreement in the form or forms to be approved by the Board of Directors or the Executive Committee of this Board, with such underwiters, purchasers and/or sales agents as the Board of Directors or the Executive Committee of this Board shall determine for the sale by the Company of the 2 NYA 614534.3 337652 000015116/2010 12:17pm Securities and to enter into swap or hedging arangements with respect to any First Mortgage Bonds or Debt Securities; and be it FURTHER RESOLVED, That there hereby are created five new series of First Mortgage Bonds, under the Company's Mortgage and Deed of Trust, dated as of October 1, 1937, as supplemented, each to be designated "First Mortgage Bonds, _ Series due _" or "First Mortgage Bonds, Secured Medium-Term Notes, Series _", and the issuance by the Company of not to exceed $(-) in aggregate principal amount of such five series of First Mortgage Bonds is hereby authorized and that, pursuat to the provisions of the Company's Mortgage and Deed of Trust, dated as of October 1, 1937, as supplemented, the proper offcers of the Company be, and they hereby are, authorized to execute under the seal of the Company and to deliver to Deutsche Ban Trust Company Americas as Corporate Trustee under said Mortgage, First Mortgage Bonds in a total aggregate principal amount not to exceed $(-), in fully registered form in denominations of $1,000 and any multiple or multiples thereof; that this Board of Directors hereby determines that all of the First Mortgage Bonds of each such series shall mature on the date or dates and shall bear interest at the rate or rates and be payable on the date or dates provided in the Supplemental Indenture providing for the creation of such series or, if Secured Medium-Term Notes, Series _' this Board of Directors hereby determines that such First Mortgage Bonds to be issued from time to time shall (i) bear interest at such rate or rates (which may be fixed or variable), (ii) matue on such date or dates from nine (9) months to thirt (30) years from the date of issue, (ii) contan such provisions with respect to the redemption thereof prior to matuity, and the dates and prices associated therewith, as may be appropriate upon due consideration of curent market conditions and the Company's general financing plan, and (iv) have such other terms and provisions, all as may be determined from time to time by the President, any Vice President or the Treasurer of the Company and as shall be set forth or referred to in, and confirmed by, written order or orders for the authentication and delivery of the First Mortgage Bonds of such series under the Company's Mortgage and Deed of Trust, as heretofore supplemented, and each such written order shall conclusively establish the determination by the Board of Directors of the terms of the principal amount of the First Mortgage Bonds of such series subject to such written order, both principal and interest to be payable at the office or agency of the Company in the Borough of Manatt, The City of New York, and at the option of the Company, interest on each said First Mortgage Bond may also be payable at the offce of the Company in Boise, Idaho, in such coin or curency of the United States of America as at the time of payment is legal tender for public and private debts; and that such First Mortgage Bonds shall be otherwise redeemable, registrable, transferable and exchangeable as otherwse contemplated in the form established by the Board of Directors or the Executive Committee of this Board; and that such First Mortgage Bonds shall contan such other terms as the Board of Directors or the Executive Committee of this Board shall approve, such approval to be conclusively evidenced by the actions of the Board of Directors or the Executive Committee of ths Board in setting the terms 3 NY A 614534.3 337652 000015 l/6/2010 12: 17pm of each such series of First Mortgage Bonds and by the execution and delivery thereof by the offcers executing the same; and be it FURTHER RESOLVED, That Deutsche Ban Trust Company Americas be, and it hereby is, requested, upon fulfillment of the requirements specified in Aricle V, VI and/or VII of said Mortgage, to authenticate said First Mortgage Bonds, and deliver the same promptly, in accordance with the written order or orders of the Company signed by the President or any Vice President, and by the Treasurer or any Assistat Treasurer of the Company; and be it FURTHER RESOLVED, That the Executive Committee be, and it hereby is, authorized to approve one or more Supplemental Indenture(s), supplemental to the Company's Mortgage and Deed of Trust dated as of October 1, 1937; and that the proper offcers of the Company be, and they hereby are, authorized and directed to execute and deliver, on behalf ofthe Company, said Supplemental Indentue(s) with such terms therein as the Executive Committee or the officers executing the same may approve, their approval of any such terms and/or changes to be conclusively evidenced by the actions of the Executive Committee in setting the terms of each such series of First Mortgage Bonds or by the execution and delivery thereof by the offcers of the Company; and be it FURTHER RESOLVED, That the proper offcers of the Company be, and they hereby are, authorized and directed to record and file or cause to be recorded and fied such Supplementa Indenture(s), when executed, in such offices as in their judgment may be necessar or appropriate in order to cary out the puroses of the foregoing resolutions; and be it FURTHER RESOLVED, That the Executive Committee be, and it hereby is, authorized to adopt and approve a form of First Mortgage Bond substatially as provided and set fort in the Company's Mortgage and Deed of Trust, dated as of October 1, 1937, with such changes thereto as the Executive Committee or the offcers of the Company executing the same may approve, such approval to be conclusively evidenced by the actions of the Executive Committee in setting the terms of said First Mortgage Bonds or by the execution and delivery thereof by the officers of the Company; and, until definitive bonds are ready for delivery, the proper officers of the Company be, and they hereby are, authorized in their discretion to execute and deliver to Deutsche Ban Trust Company Americas, as Corporate Trustee, and Deutsche Ban Trust Company Americas, be, and it hereby is, requested to authenticate and deliver a temporar bond or temporar bonds in substatially the form approved by the Executive Commttee of ths Board; and be it FURTHER RESOLVED, That if any officer of the Company who signs, or whose facsimile signatue appears upon, said First Mortgage Bonds, ceases to be an offcer of the Company prior to the issuance of said Bonds, the Bonds so signed or bearng such facsimile signature shall neverteless be valid; and be it 4 NY A 614534.3 337652 000015 l/6/2010 12: 17pm FURTHER RESOLVED, That upon all said First Mortgage Bonds the signatue of the President or a Vice President of the Company, the signatue of the Secretar or an Assistat Secretay of the Company and the seal of the Company may be facsimile; and that any such facsimile signature of any such officer of the Company appearing on said First Mortgage Bonds is hereby approved and adopted as a signature of such officer of the Company, and any such facsimile seal of the Company appearing on said First Mortgage Bonds is hereby approved and adopted as a seal of the Company; and be it FURTHER RESOLVED, That in respect of said First Mortgage Bonds, Deutsche Ban Trust Company Americas be, and it hereby is, appointed agent of this Company (1) in respect of the payment of the pricipal of, and interest (and premium, if any) on, said First Mortgage Bonds, (2) in respect of the registration, transfer and exchange of said First Mortgage Bonds, and (3) upon which notices, presentations and demands to or upon the Company in respect of said First Mortgage Bonds, and in respect of the Company's said Mortgage and Deed of Trust, dated as of October 1, 1937, as supplemented, may be given or made; and be it FURTHER RESOLVED, That Rex Blackbur be, and he hereby is, appointed Counsel, under the Mortgage, to render any opinions of counsel required thereunder, and Lisa A. Grow be, and she hereby is, appointed Engineer, under the Mortgage, to make, execute and deliver any Engineer's Certificate required thereunder, said appointments to remain in effect until the Trustee receives written notice to the contrar; and be it FURTHER RESOLVED, That the Executive Committee and the proper offcers of this Company be, and they hereby are, authorized to tae such actions, for and on behalf of the Company, relating to the authentication, creation, issuance, sale and delivery of said First Mortgage Bonds, the execution and delivery of one or more Supplementa Indentues as hereinabove provided and the recording and filing of such completed Supplementa Indentures in such offices as they may deem necessar or desirable, including, without limitation, the determination of the interest rate and the insertion thereof in the form of said First Mortgage Bonds and, at their option, in the Supplemental Indenture creating such series; and be it FURTHER RESOLVED, That the proper offcers of the Company be, and they hereby are, authorized and empowered to execute and deliver on behalf of the Company one or more indentues providing for the issuance of Debt Securities by the Company, including supplements to any indenture, with such trstee or trustees as they may appoint, such indenture or indentures, or supplement or supplements, to be in such form or forms and bear such date or dates as may be approved by the officers of the Company executing the same, such approval to be 5 NYA 614534.3 337652 0000151/612010 12:17pm conclusively evidenced by the execution of said indenture or indentues or supplement or supplements; and be it FURTHER RESOLVED, That the proper officers of the Company be, and they hereby are, authorized and empowered to appoint any agent, trstee or registrar necessary or appropriate in connection with the issuace or sale of the Debt Securities; and be it FURTHER RESOLVED, That the trustee appointed in connection with the issuance or sale of the Debt Securities be, and it hereby is, requested, upon fulfillment of the requirements specified in said indentue, to authenticate said Debt Securities, and deliver the same promptly, in accordance with the written order or orders of the Company signed by the President or any Vice President, and by the Treasurer or any Assistat Treasurer of the Company; and be it FURTHER RESOLVED, That the proper offcers of the Company be, and they hereby are, authorized and empowered to execute the Debt Securities in temporar or definitive form, under manual or facsimile signature, and under the facsimile seal of the Company attested by the manual or facsimile signature of the Secretary; and be it FURTHER RESOLVED, That the Executive Committee and the proper offcers of this Company be, and they hereby are, authorized to take such actions, for and on behalf of the Company, relating to the authentication, creation, issuance, sale and delivery of said Debt Securities, the execution and delivery of the indenture and one or more supplemental indentures as hereinabove provided, including, without limitation, the determination of the interest rate and the insertion thereof in the form of said Debt Securities and, at their option, in the supplemental indenture creating such series; and be it FURTHER RESOLVED, That the Executive Committee and the proper officers of this Company be, and they hereby are, authorized and empowered in the name and on behalf of the Company to do or cause to be done any and all other acts and things as they may deem necessar or desirable to consumate the transactions set forth in and contemplated by these resolutions with full power to act in the premises, and that all actions of the Executive Committee and the proper offcers of the Company taen pursuant to and in fuherance of the puroses of these resolutions be, and they hereby are, established as actions of this Board of Directors. 6 NYA 614534.3 3376520000151/6/2010 12: 17pm . . ATTACHMENT IV BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION IN THE MATTER OF THE APPLICATION ) OF IDAHO POWER COMPANY FOR AN ) ORDER AUTHORIZING THE ISSUANCE AND ) SALE OF UP TO $500,000,000 OF APPLICANT'S) FIRST MORTGAGE BONDS AND DEBT )SECURITIES ) CASE NO. IPC-E-10- 10 PROPOSED ORDER Ths matter is before the Commission upon the Application of Idaho Power Company ("Applicant") fied March _,2010, for authority to issue and sell from time to time (a) up to $500,000,000 aggregate principal amount of one or more series of Applicant's first mortgage bonds, which may be designated as secured medium-term notes ("Bonds") and (b) up to $500,000,000 aggregate principal amount of one or more series of unsecured debt securties of the Applicant ("Debt Securities"); provided however, that the total principal amount of the Bonds and Debt Securties to be issued and sold shall not exceed $500,000,000. The Commission, having fully considered the Application and attched exhibits, its files and records relating to the Application and the applicable laws and rules, now makes the following: FINDINGS OF FACT i. The Commission has jurisdiction pursuant to Title 61, Idaho Code, Chapters one and nine. II. The Applicant is incorporated under the laws of the State of Idaho and is quaified to do business in the states of Oregon, Nevada, Montana and Wyoming in connection with its utility business, with its principal office in Boise, Idaho. PROPOSED ORDER - 1 . III. The Applicant seeks authority to issue and sell, from time to time, (a) up to $500,000,000 aggregate principal amount of one or more series of the Bonds under its Indenture of Mortgage and Deed of Trust, dated as of October 1, 1937 as supplemented and amended, and as to be fuher supplemented and amended ("Mortgage"), and (b) up to $500,000,000 aggregate principal amount of one or more series of Debt Securities under an unsecured debt indentue of Applicant; provided, that the total principal amount of the Bonds and Debt Securities to be issued and sold shall not exceed $500,000,000. IV. The Applicant has filed a registration statement for the Bonds and Debt Securities with the Securities and Exchange Commission ("SEC") pursuant to the shelf registration provisions of Rule 415 of the Securties Act of 1933, as amended. This will enable the Applicant to take advantage of attactive market conditions efficiently and rapidly. Under the shelf registration, the Applicant wil be able to issue the Bonds and/or Debt Securties at different times without the necessity of filing a new registration statement. The Applicant requests authority to issue the Bonds and/or Debt Securities over a period of two years from the date of this Order. V. The Bonds will be issued pursuat to one or more supplemental indentues to the Mortgage and will be secured equally with the other first mortgage bonds of the Applicant. The Applicant may enter into interest rate hedging arangements with respect to the Bonds, including treasur interest rate locks, treasur interest rate caps and/or treasur interest rate collars. The Applicant states that price or prices, issuance date or dates, maturty or maturties, interest rate or PROPOSED ORDER - 2 , ~ rates (which may be fixed or variable) and/or the method of determination of such rate or rates, time of payment of interest, whether all or a portion of the Bonds will be discounted, whether all or a portion of the Bonds will be issued in global form, whether interest rate hedging arangements will apply to the Bonds, repayment terms, redemption terms, if any, and any other special terms of the Bonds have not yet been determined and may be different for each issuace of the Bonds. VI. The Bonds may be designated as secured medium-term notes. The medium-term notes could have matuities from nine months to thirt years. Before issuing medium-term notes publicly, the Applicant will file a Prospectus Supplement with the SEC setting forth the general terms and conditions of the medium-term notes to be issued. Upon each issuace of the medium- term notes pursuat to the Prospectus Supplement, the Applicant will file a Pricing Supplement with the SEC providing a specific description of the terms and conditions of each issuace of the medium-term notes, as described in paragraph V above. The Applicant will also file a copy of the Prospectus Supplement and Pricing Supplements with the Commission. VII. The Debt Securities will be unsecured obligations of the Applicant and will be issued under an existing or new unsecured debt indenture of the Applicant. The Applicant may enter into interest rate hedging arangements with respect to the Debt Securities, including treasur interest rate locks, treasur interest rate caps and/or treasur interest rate collars. The Applicant states that price or prices, issuance date or dates, matuity or matuities, interest rate or rates (which may be fixed or variable) and/or the method of determination of such rate or rates, time of payment of interest, whether all or a portion of the Debt Securities will be discounted, PROPOSED ORDER - 3 . ,. whether all or a portion of the Debt Securties will be issued in global form, whether interest rate hedging arangements will apply to the Debt Securties, repayment terms, redemption terms, if any, and any other special terms of the Debt Securities have not yet been determined and may be different for each issuace of the Debt Securties. VIII. Applicant states that the Bonds and/or Debt Securities may be sold by public sale or private placement, directly by the Applicant or through agents designated from time to time or through underwiters or dealers. If any agents of the Applicant or any underwters are involved in the sale of the Bonds and/or Debt Securities, the names of such agents or underwiters, the initial price to the public (if applicable), any applicable commissions or discounts, and the net proceeds to the Applicant will be fied by the Applicant with the Commission. If the Bonds are designated as medium-term notes and sold to an agent or agents as principal, the names of the agents, the price paid by the agents, any applicable commission or discount paid by the Applicant to the agents and the net proceeds to the Applicant will be fied with the Commission. ix. The net proceeds to be received by the Applicant from the sale of the Bonds and/or Debt Securities will be used for the acquisition of propert; the constrction, completion, extension or improvement of its facilties; the improvement or maintenance of its service; the discharge or lawfl refuding of its obligations; and for general corporate puroses. To the extent that the proceeds from the sale of the Bonds or Debt Securities are not immediately so used, they will be temporarily invested in short-term discounted or interest-bearing obligations. PROPOSED ORDER - 4 .. .. CONCLUSIONS OF LAW i. Applicant is incorporated under the State of Idaho and is duly authorized to do business in the states of Oregon, Nevada, Montaa and Wyoming in connection with its utilty operations. II. The Commission has jursdiction over this Application. III. The Commission does not have before it for determination and, therefore, does not determine the effect of the Bonds and/or Debt Securities on rates to be charged by Applicant for electric service to consumers in the State of Idaho. IV. The proposed issuance and sale of the Bonds and/or Debt Securties are for a lawfl purose and are within Applicant's corporate powers. The proposed transaction is in the public interest, and a formal hearing on this matter would serve no public purose. V. All fees have been paid by Applicant in accordance with Idaho Code 61-905. ORDER IT IS THEREFORE ORDERED that the Application of Idaho Power Company to issue and sell from time to time (a) up to $500,000,000 aggregate principal amount of one or more series of the Bonds and (b) up to $500,000,000 aggregate principal amount of one or more series of the Debt Securities in the ways and for the puroses set forth in its Application be, and PROPOSED ORDER - 5 .. the same is hereby granted; provided, that the total principal amount of the Bonds and Debt Securities to be issued and sold shall not exceed $500,000,000. This authorization shall be for two years from the date of this order. Applicant may request an extension of ths authorization by letter filed with the Commission prior to the expiration of such two-year period. IT is FURTHER ORDERED that Applicant notify the Commission by letter within seven (7) days (or as soon as possible, if the required information is not available within seven (7) days) before the issuance of the Bonds and/or Debt Securties of the likely range of interest rates and other terms for the securities, uness, in the case of Bonds, the Bonds are issued as medium-term notes. IT is FURTHER ORDERED that Applicant fie, as promptly as possible afer the issuance of each series of Bonds, a copy of the Prospectus Supplement showing the terms of the sale, and the names of the purchasers or underwiters or agents with the Commission. If the Applicant issues Bonds designated as medium-term notes, the Applicant's reporting requirements shall consist of filing with the Commission a copy of the Prospectus Supplement for the medium- term notes as filed with the SEC. The Applicant shall also file with the Commission a copy of the Pricing Supplements fied with the SEC, setting fort the specific terms and conditions for each issuance of the medium-term notes. IT is FURTHER ORDERED that Applicant file, as promptly as possible after the issuance of each series of Debt Securities, a copy of the Prospectus Supplement showing the terms of the sale, and the names of the purchasers or underwiters or agents with the Commission. PROPOSED ORDER - 6 , IT is FURTHER ORDERED that nothing in this order shall be constred to obligate the state of Idaho to payor guarantee in any maner whatsoever any securty authorized, issued, assumed, repurchased, defeased or guaranteed under the provisions of this order. IT is FURTHER ORDERED that this authorization is without prejudice to the regulatory authority of this Commission with respect to rates, services, accounts, evaluation, estimates or determination of costs, or any other matter which may come before this Commission pursuant to its jursdiction and authority as provided by law. IT is FURTHER ORDERED that the issuance of this order does not constitute acceptace of Idaho Power Company's exhibits or other material accompanying this Application for any purose other than the issuance ofthis order. DONE BY ORDER of the Idaho Public Utilties Commission at Boise, Idaho this ~dayof nM D. KEMPTON, PRESIDENT MASHA H. SMITH, COMMISSIONER MACK A. REDFORD, COMMISSIONER ATTEST: JEAN D. JEWELL Commission Secretar PROPOSED ORDER - 7