20160707S-3 Registration Statement.pdf

REC E IVED
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An loAconP company
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Patrick A. Hanington
Corporate Secretary
Ms. Jean D. Jewell
Secretary
Idaho Public Utilities Commission
Statehouse
Boise,Idaho 83720
Jnly 7,2016
Re: In the Matter of the Application of Idaho Power Company for an
Order Authorizing the Issuance and Sale of up to $500,000,000 of
Applicant's First Mortgage Bonds and Debt Securities
Case No. IPC-E-16-05
Dear Ms. Jewell:
Enclosed herewith for filing with the Commission under Attachment I of Idaho Power's
Application in the above referenced case are an original and four (4) copies of the S-3
Registration Staternent filed by Idaho Power Company and its parent company, IDACORP Inc.,
with the Securities and Exchange Commission on May 20,2016. This "shelf' Registration
Staternent will allow Idaho Power to issue first mortgage bonds and debt securities as provided
in Idaho Power's Application. In the event Idaho Power issues securities under the Registration
Staternent in the future, Idaho Power will file copies of the issuance documents with the
Commission at that time.
Please feel free to contact me at 388-2878 or [e-mail] if you have
any questions relating to this filing.
c: Terri Carlock - IPUC
P.O. Box 70 Boise,ID 83707
Telephone [phone], Fax [phone]
Use these links to rapidly review the document
TABLE OF CONTENTS
TABLE OF CONTENTS
Table ofContents
I{fiC EIV TD
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' f i;.11$Sl0NAs FILED }TTTE THE SECURITIES AND ExcIIANcE coMMIssIoN oN MAY 20,2016
Regkar.tioo No!. 331.,333-
I.]NITED STATES
SECURITIES A}ID EXCHANGE COMMISSION
W6htogtm, D.C.20549
FORM S-3
REGISTRATION STATf, MENT
UNDER
THE SECURITIES ACT OF 1933
IDACORP,Inc.
(Eret lme of the rcgist'8nt I specified in its charter)
ldsho
(State or other juisdiction of incorpomtion or orgmizatioD)
t2{xt05802
(l.R.S. Employcr ld€ntilication Numbq)
Idaho Power Company
(Exrct @e of the regisFant s specified in its chanq)
Idrho
(State or oths jurisdiction of incorpoBtion or oryeiation)
82.{[309t0
(I.R.S. Employer Idmtification Numbu)
l22l Weil ldrho Saret
Boim, ldrho &3702
(208) 38&2200
(Address, including zip code, ed telephone nmber, includiog rea code, of r€gisamts'principal exccutive officas)
Bri.n BuckhrE, E3q.
Vice Presidenl snd Genersl CouNel
IDACORP, Inc.
l22l WBI ldlho Stret
Bois, Id.ho 83702-5627
(20t) 3t&2200
(Nmes, addresses, including zip codes, md telsphone numbers, including aru codes, ofagents for wwice)
With copies to:
Andrew Bor, Esq.
Andrcw Mmre, E3q.
Perlilo! Coic LLP
l20l Third Avetrm
Suitc 4800
Sesttle, W$hlngtotr 9tl0l-3099
[phone]
Approrimrte drte ofcommetrcemetrl ofpropGcd sle to the public:
From tlme to time rfter the effecalve drte ofthlr registntlon ltrtemctrt rr determimd by mrrket cotrditiors otrd other frctoN.
If the only ssuritis being registered on this Fom re being offered pmwt to dividend u int€rest reinvestrnent plms, pl€e check the following
box. E
If ey of the securitics be ing registered oo this Fom ue to be offercd on a delayed or continuous basis punmt to Rule 4 I 5 uodq the S@uities Act
of I933, other thm recuritia olTercd only in cmstion with dividend or intercst reinvcstsnent plms, check the following box. I
If rhis Fom is filed to rcgister additioml securities for m offring pmwt to Rule 462(b) mder the Securitics Act, plerec chck the following box
md list the Securities Act rcgistntion statemmt numbq of the wlier effcctivc registratim statement for the ffie offering. !
If this Fom is a pot-cffective mendment filed puEumt to Rule 462(c) uds the Seuities Act, chek th€ following box md list the S6urities Act
rcgistration statemmt nmber of the culiq effective registration statmmt for the sme offaing, !
If this Fom is a registmtion statem€nt pmunt to Geneml lnstruction LD. or a post-eff@tive mendmflt thereto that shall become e{Icctive upon
filing with the Comission purcwt to Rule 462(e) under the Srcurities Act, check the following box. fi
Ifthis Fom is a posLeffectivc arendment to a registration statement filed puBuot to GeneBl Instruction I.D. filed to registq additional securities
oradditionalclassesofs€curitiespmuanttoRul€413(b)undertheSecuritiesAct,chakthefollowingbox. !
lndicate by check mark whether the registret is o luge rcccleBted filcr, m rccelcrated filq, a non-rcceleBted filq, or a smaller rcponing compmy,
IDACORP, Inc.:
Large accelemtcd filr I
Idaho Power Complny:
Large accelemted filq !
Acceleraled filer!
Accelemted filer !
Non-accelemted filer l
Non-accelerated filcr fi
Smaller reporting company !
Smaller rcponing company !
CALCULATION OF REGISTRATION FEE
Title ofErch Cliss ofSecurities
Amourt to be Registered /
Proposed Mrrimum
Olfering Price per Utrit /
Propo3ed Msrimum
Aggr€grte Offering Pric€ /
Amoutrt ofRegistrrtiotr
to be Resistered Fce(l)
Common StNk
Fi6t Mofrsase Bonds and Debt Securities ofldaho Power ComDanv
(l)An indeteminate aggrcgate offering price or nmber of shares of common stmk, dcbt s*urities md fi6t mortgage bonds re being registered as from
time to time may be offered at indeteminate prices. In rccordmce with Rules 456(b) and 457(r), the registrants ue defening paymflt ofthe entire
registration fe subject to the conditions set forth in such rules, except to the extent set fofrh in notc (3) below.
This regisration statement also coven debt securities and comm stock of IDACORP, Inc. that may be issued in exchmge for, or upon the
convenion of, as the case may be, other securities rcgistered hqeunder. In addition, my securities registercd hueunder may be sold sepilately or as
units with other securities registered hoeundo.
Pursumt to Rulc 415(a)(6) oder the Securities Act of 1933, the srcuities covered by the prcsp€ctus filed by IDACORP, lnc. 6 part ofthis
rcgistration statemmt include $539.328,610 in aggregate initial offring price ofIDACORP, Inc. common stck md debt securities that w€re
previously registercd pursumt to Registration Statement No. 333-188768 filed by IDACORP, Inc. on May 22, 2013, which included $539,328,610
aggregate initial offqing price ofwcurities pcviously registered purswt to Regisftation Statement No. 333-178023 filed by IDACORP, Inc. on
Novembs I 6, 201 I, which, in tum, included (i) $300,000,000 aggegate initial offering price ofsecurities previously r€gistered puEuet to
Registration Statement No. 333-l 55498 liled by IDACORP, Inc. on November 20, 2008 which, in tum, included $300,000,000 aggregate initial
offering price of scuitia previously registred pusunt ro R€gistntion Shtemflt No. 333-64737 filed by IDACORP, Inc. on September 30, 1998,
md (ii) $239,328,610 aggregate initial ollering price of securities proviously registered pmwt to Regismtion SEterent No. 333-155498 filed by
IDACORP, Inc. on Novmber 20, 2008 which, in tum, included $298,804,023 aggregate initial offering price ofseurities previously registercd
pursuut to Registration Statemenr No. 333-83434 filed by IDACORP, Inc. on Februry 26, 2002, ild that in erch car rcmain unsold. Pursuant to
Rule 4l 5(a)(6), $88,500 md $22,01 8 of filing fees previously paid by IDACORP, lnc. in connection with such unsold securities, respectively, will
continue to be applied to such msld IDACORP, IDc. securities.
(2)
(3)
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EXPLANATORY NOTE
This registration statement contains two separate forms ofprospectus, each ofwhich is to be used in connection with
offerings of the following securities:
The common stock and debt securities of IDACORP, Inc. registered pursuant to this regishtion statement, and
The first mortgage bonds and debt securities of Idaho Power Company registered pursuant to this registration
statement.
Each offering made under this registration statement will be made pursuant to one ofthese two prospectuses, with
specific terms ofthe securities offered thereby set forth in an accompanying prospectus supplement or pricing supplement, if
applicable.
This combined registation stat€ment is separately filed by IDACORP, Inc. and Idaho Power Company. IDACORP, Inc.
is the owner ofall outstanding shares ofcommon stock ofldaho Power Company. As to each registrant, this regiskation
statement consists solely ofthe prospectus ofsuch registrant (including the documents incorporated therein by reference) and
the information set forth in Part II ofthis registration statement that is applicable to such registrant. No registrant makes any
representation as to the information relating to the other registranq except to the extent that such information is included in
the registration statement ofsuch registrant.
(l)
(2)
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PROSPECTUS <3IM
COMMON STOCK
DEBT SECURITIES
We may offer from time to time, in one or more series:
our common stock, and
our debt securities.
We may offer these securities in any combination in one or more offerings. This prospectus provides you with a general
description of the securities we may offcr. Each time we sell securities, we will provide a prospectus supplement that will
contain specific information about the tcrms ofthat offering. The prospcctus supplement may also add, update or change
information contained in this prospectus. Before you invcst, you should carcfully read this prospectus and any supplements,
as well as the information that we incorporate by referencc in this prospectus.
We may offer these securities directly or through underwriters, agents or dealers, as dcscribed in the "Plan of
Distribution." The supplements to this prospectus will dcscribe the terms ofany particular plan ofdistribution, including any
underwriting arrangements.
We list our common stock on the New York Stock Exchange under the symbol "IDA".
Our principal executive offices are located at l22l Wcst ldaho Street, Boise, Idaho 83702-5627, and our telephone
number is [phone].
Investing in our securities involves risks. Please see rrRisk Factors" on page 3 ofthis
prospectus as well as the risk factors in our most recent Annual Report on Form 10-K and in any
other reports we lile pursuant to the Securities Exchange Act of1934 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 DETER.IVIINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this prospectus is May 20,2016
Tablc ofContcnts
TABLE OF CONTENTS
About this Prosoectus
Risk Factors
Cautionary Note Rcgardine Forward-Looking Statements
About IDACORP
Ratios of Eamings to Fixed Chargcs
Dcscription of Common Stock
Description of Debt Securities
Book-Entry Svstem
Usc of Procccds
Plan of Distribution
Incomoration of Certain Information by Reference
Where You Can Find More Information
Legal Matters
Expcrts
Page .,
,
3
6
7
7
l0
l5
l7
l8
l9
20
20
20
ABOUT THIS PROSPECTUS
This prospcctus is part ofa rcgistration statemcnt on Form S-3 that IDACORP, Inc. filcd with thc U.S. Sccurities and
Exchange Commission (the "SEC") using the "shelf' registration process. Undcr this shelf registration process, we may from
timc to time sell the securities describcd in this prospcctus in one or more offerings. This prospectus provides a general
description ofthc securitics. Each timc we sell securitics, we will providc a prospectus supplement that will contain spccific
information about the tcrms ofthat offcring. That prospectus supplement may include or incorporatc by rcfercncc a detailed
and current discussion ofrisk factors and will discuss spccial considerations applicablc to those sccurities. Thc prospectus
supplcment may also add, update or change information containcd in this prospectus. You should read both this prospcctus
and any prospcctus supplemcnt togcthcr with additional information describcd under "Whcrc You Can Find More
Information." Ifthcrc is any inconsistcncy betwecn thc information in this prospectus and any prospectus supplcment, you
should rcly on thc information containcd in that prospectus supplement.
No pcrson is authorizcd to givc any information or to make any reprcsentations othcr than those contained or
incorporated by rcfcrencc in this prospcctus, the applicablc prospectus supplemenq and thc applicablc pricing supplement, if
any, and, if given or madc, such information or reprcscntations must not bc rclied upon as having been authorized. This
prospcctus does not constitute an offcr to sell or the solicitation ofan offcr to buy any sccurities other than thc sccurities
dcscribcd in this prospectus or an offcr to sell or thc solicitation ofan offer to buy such sccurities in any circumstances in
which such offer or solicitation is unlawful. Ncither the dclivery ofthis prospectus, thc applicable prospcctus supplement or
any applicable pricing supplement, nor any sale made hcrcunder, shall under any circumstanccs create any implication that
there has been no change in our affairs since the date ofthis prospectus, or that the information containcd or incorporatcd by
reference in this prospectus is correct as ofany time subscquent to the datc of such information.
Thc distribution of this prospcctus, thc applicablc prospcctus supplemcnt and any applicable pricing supplemcnt and thc
offcring ofthc sccurities in ccrtain jurisdictions may bc rcstrictcd by law. This prospectus does not constitutc an offcr, or any
invitation on our behalf, to subscribe to or purchase any ofthe securitics, and may not bc used for or in connection with an
offcr or solicitation by anyone, in any jurisdiction in which such an offcr or solicitation is not authorized or to any person to
whom it is unlawful to make such an offer or solicitation.
Unless we indicatc otherwise, or thc context otherwisc requires, refcrences in this prospectus to thc "company," "we,"
"us" and "our" or similar tenns are to IDACOM, Inc. and its consolidatcd subsidiaries.
Tablc ofContcnts
RISK FACTORS
Investing in our securities involves risks. You should rcview all thc information containcd or incorporatcd by referencc
in this prospectus before deciding to invcst. See "Whcrc You Can Find Morc Information" in this prospectus. In particular,
you should carcfully consider the risks and uncertaintics discussed in "Risk Factors," "Cautionary Note Rcgarding
Forward-Looking Statcments" and "Managcment's Discussion and Analysis of Financial Condition and Results of
Opcrations" in
our Annual Report on Form lO-K for the fiscal ycar ended Dccembcr 3 l, 201 5, which is incorporated by referencc
into this prospcctus,
our Quarterly Rcports on Form I 0-Q for thc quarter ended March 31,2016, which is incorporatcd by referencc into
this prospcctus, and
documents wc file with thc SEC after the datc ofthis prospcctus and which arc dcemed incorporatcd by referencc
into this prospcctus.
In addition, you should carefully consider the risks and uncertaintics discusscd in thc applicable prospcctus supplement
which rclate to the specific securities offercd thereby. Ifany ofthese risks actually occur, our business, financial condition
and rcsults ofoperations could be matcrially and adverscly affcctcd. Sce also "Cautionary Notc Regarding Forward-Looking
Statcments" below.
CAUTIONARY NOTE REGARDING FORWARD.LOOKING STATEMENTS
This prospectus, any accompanying prospectus supplcment and thc additional information described undcr the heading
"Whcrc You Can Find More Information" may contain "forward-looking statcmcnts" within thc meaning of Scction 27A of
thc Sccurities Act of I 933, as amendcd (thc "Securitics Act"), and Scction 2l E of the Exchangc Act of I 934, as amended (thc
"Exchange Act"), which are subject to thc safe harbor crcated by thc Private Securitics Litigation Rcform Act of 1995. Any
statemcnts that exprcss, or involvc discussions as to, expcctations, beliefs, plans, objectivcs, assumptions, or future events or
pcrformance, oftcn, but not always, through the use of words or phrascs such as "anticipatcs," "bclieves," "cstimatcs,"
"expccts," "intends," "potential," "plans," "predicts," "projccts," "may rcsult," "may continuc," or similar expressions, are not
statcmcnts of historical facts and may bc forward-looking. Forward-looking statcments arc not guarantees of future
performance and involvc estimatcs, assumptions, risks, and uncertainties. Actual results, pcrformance, or outcomes may
diffcr materially from thc results discusscd in the statcmcnts. In addition to any assumptions and othcr factors and mattcrs
rcfcrred to specifically in connection with such forward-looking statcmcnts, factors that could causc actual results or
outcomcs to diffcr materially ftom those contained in forwardJooking statements includc those factors discussed in our
filings with the SEC, including the Form I 0-K, the Forms I 0-Q and the Forms 8-K incorporated by refcrcncc in this
prospcctus, and wc rcfer you to those rcports for furthcr information, as wcll as thc following important factors:
the effect of dccisions by thc Idaho and Oregon public utilitics commissions, thc Federal Encrgy Regulatory
Commission, and othcr rcgulators that impact Idaho Power Company's ability to rccover costs and cam a retum;
changcs in residential, commercial, and industrial growth and dcmographic pattems within Idaho Powcr Company's
service arca and the loss or change in the busincss of significant customers, and thcir associatcd impacts on loads
and load growth, and the availability of regulatory mcchanisms that allow for timcly cost recovcry in thc event of
those changcs;
the impacts of economic conditions, including the potential for changcs in customcr demand for elcctricity, revenuc
from salcs ofexcess power, financial soundncss ofcounterpartics and suppliers, and the collection ofrcceivables;
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. unseasonable or severe weathcr conditions, wildfires, drought, and othcr natural phenomena and natural disasters,
which affect customer demand, hydroelectric generation lcvels, repair costs, and the availability and cost of fuel for
generation plants or purchased power to serve customers;
. advancement oftechnologics that reduce loads or reduce thc need for Idaho Power Company's generation or salc of
electric power;
. adoption of, changes in, and costs ofcompliance with laws, regulations, and policics relating to the environment,
natural resources, and threatened and endangered specics, and the ability to rccover increased costs through rates;
. variable hydrological conditions and ovcr-appropriation ofsurface and groundwater in the Snakc Rivcr Basin,
which may impact the amount of power generatcd by Idaho Power Company's hydroelectric facilities;
. the ability to purchase fuel, powcr, and transmission capacity under reasonable tcrms, particularly in thc event of
unanticipated power demands, lack of physical availability, transportation constraints, or a credit downgrade;
. accidents, fircs (either at or causcd by Idaho Power Company facilities), explosions, and mechanical brcakdowns
that may occur while operating and maintaining an electric system, which can causc unplanned outagcs, rcduce
generating output, damagc thc companies'asscts, operations, or reputation, subjcct thc companies to third-party
claims for property damage, personal injury, or loss of lifc, or result in thc imposition of civil, criminal, and
regulatory fines and penalties;
. the increascd costs and operational challenges associatcd with purchasing and integating intermittent rcnewablc
encrgy sources into Idaho Powcr Company's resourcc portfolio;
. administration ofreliability, security, and other requirements for system infrastructure required by the Federal
Encrgy Rcgulatory Commission and other regulatory authoritics, which could result in penalties and incrcase costs;
. disruptions or outages ofldaho Powcr Company's gcneration or transmission systcms or ofany interconncctcd
transmission system;
. the ability to obtain debt and cquity financing or refinancc existing debt whcn ncccssary and on favorablc terms,
which can be affected by factors such as credit ratings, volatility in the financial markets, interest rate fluctuations,
decisions by the Idaho or Orcgon public utility commissions, and the companies' past or projected financial
performancc;
. reductions in credit ratings, which could adversely impact access to capital markcts and would require the posting
ofadditional collateral to counterparties pursuant to credit and contractual arrangcmcnts;
. the ability to enter into financial and physical commodity hcdges with creditworthy counterpartics to manage pricc
and commodity risk, and the failurc ofany such risk managcment and hcdging strategies to work as intcnded;
. changes in actuarial assumptions, changes in interest ratcs, and the retum on plan asscts for pcnsion and othcr
post-retircmcnt plans, which can affcct futurc pension and othcr postretiremcnt plan funding obligations, costs, and
liabilities;
. the ability to continue to pay dividcnds based on financial performance, and in light ofcontractual covenants and
restrictions and regulatory limitations;
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changes in tax laws or related regulations or new interpretations ofapplicable laws by federal, state, or local taxing
jurisdictions, the availability of tax credi*, and the tax rates payable by IDACORP, Inc. shareholders on common
stock dividends;
employee workforce factors, including the operational and financial costs ofunionization or tlte attempt to unionize
all or part ofthe companies'workforce, the impact ofan aging workforce and retirements, the cost and ability to
retain skilled workers, and the ability to adjust the labor cost structure when necessary;
failure to comply with state and fedcral laws, policies, and regulations, including new interpretations and
enforccment initiatives by regulatory and oversight bodies, which may result in penaltics and fines and increase the
cost of compliance, the nature and extEnt of investigations and audits, and the cost of remediation;
the inability to obtain or cost of obtaining and complying with required govemmental permits and approvals,
licenses, rights-of-way, and siting for transmission and generation projects and hydroelectric facilities;
the cost and outcome of litigation, dispute resolution, and regulatory proceedings, and the ability to recover those
costs or the costs ofoperational changes through insurance or rates, or from third parties;
the failurc of information systems or the failure to secure data, failure to comply with privacy laws, security
breaches, or the direct or indirect effect on the companies'business or operations resulting from cyber attacks,
tenorist incidents or the tkeat ofterrorist incidents, and acts ofwar;
unusual or unanticipated changes in normal business operations, including unusual maintenance or repairs, or the
failure to successfully implement new technology solutions; and
adoption ofor changes in accounting policies and principles, changes in accounting estimates, and new Securities
and Exchange Commission or New York Stock Exchange requirements, or new interpretations ofexisting
requirements.
Any forwardJooking statement speaks only as ofthe date on which such statement is made. New factors emerge from time to
time and it is not possible for management to predict all such factors, nor can it assess the impact ofany such factor on the
business or the extent to which any factor, or combination offactors, may cause results to differ materially from those
contained in any forwardJooking statement. We disclaim any obligation to update publicly any forwardJooking information,
whether in response to new information, futurc events, or otherwise, except as required by applicable law.
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ABOUT IDACORP
Overview
Wc are a holding company formed in 1998 and our principal opcrating subsidiary is ldaho Power Company. We are
subject to provisions ofthc Public Utility Holding Company Act of2005, which provides access to books and rccords to the
Federal Energy Rcgulatory Commission and state utility regulatory commissions and imposcs record retention and reporting
rcquirements on us. In 1998, we exchanged onc share ofour common stock for cach share of Idaho Power Company's
common stock, and Idaho Power Company bccame our wholly-owned subsidiary.
Idaho Power Company was incorporatcd undcr the laws ofthc State of Idaho in I 989 as successor to a Mainc
corporation organizcd in I 9l 5 and began opcrations in I 9 I 6. Idaho Power Company is an clcctric public utility engaged in
the generation, transmission, distribution, sale and purchase ofclcctric energy and is regulatcd by the Federal Energy
Regulatory Commission and the state utility regulatory commissions of Idaho and Oregon. Idaho Power Company is the
parent of Idaho Encrgy Resources Co., ajoint venturer in Bridger Coal Company, which supplies coal to thc Jim Bridgcr
gcnerating plant owned in part by Idaho Power Company.
Idaho Power Company's service area covcrs a 24,000 squarc-milc area in southem Idaho and eastem Oregon. As of
March 31,2016, Idaho Power Company supplicd cleckic energy to over 525,000 general busincss customers. Idaho Power
Company owns and operates I 7 hydroelectric generating plants, thrcc natural gas-fircd plants, and one dicscl-powcrcd
gencrator, and shares ownership in thrcc coal-fired generating plants.
Our other operating subsidiaries arc:
IDACORP Financial Services, Inc., an invcstor in affordablc housing and other real cstate investments,
Ida-Wcst Encrgy Company, an opcrator ofsmall hydroelcctric generation projects that satisry the rcquircmcnts of
thc Public Utility Rcgulatory Policics Act of I 978, and
IDACORP Encrgy Services Co., which is the formcr limitcd partner of, and current successor by mcrgcr to,
IDACORP Energy L.P., a marketer of cncrgy commoditics that wound down opcrations in 2003.
For additional information conceming our business and affairs, including our capital rcquirements and cxtcmal financing
arrangements, and pcnding legal and rcgulatory procccdings, including descriptions of thosc laws and rcgulations to which
wc are subject, prospcctivc purchascrs should rcfcr to the documcnts incorporated by rcfcrcncc into this prospectus as
dcscribed in the section cntitled "Where You Can Find More Information."
Dividends from Subsidieries
Since we are a holding company, substantially all ofour cash flow is provided by dividcnds paid to us by our
subsidiaries, most notably Idaho Power Company. Since Idaho Power Company is a public utility, it is subject to rcgulation
by state utility commissions and other regulatory agencies, which imposc limits on investmcnt returns or otherwisc impact the
amount ofdividends that ldaho Power Company may declarc and pay, and to a federal statutory limitation on thc payment of
dividcnds. In addition, certain agreemcnts cntcred into by Idaho Power Company sct rcstrictions on thc amount of dividends
it may declarc and pay and restrict thc circumstances under which such dividends may bc dcclared and paid. Further, Idaho
Power Company's crcdit facility requircs it to maintain spccified levcrage ratios ofconsolidated indebtedncss to consolidated
total capitalization. Thc spccific rcstrictions on dividends containcd in agreements to which Idaho Power Company is a party,
as wcll as spccific rcgulatory limitations on dividends, are describcd in our Forms I 0-K and I 0-Q, which are incorporated by
refcrcnce into this prospectus.
Tablc ofContcnts
Ratio of Eamings to Fixed Charges
Supplemental Ratio of Eamings to
Fixed Charges( I )
RATIOS OF EARNINGS TO FIXED CHARGES
_:9!!_ _4!_ 2013
3.59x 3.26x 3.87x
3.58x 3.25x 3.86x
_4!2_ 20il3.45x 2.35x
3.43x 2.33x
Thre Monthi
Ended
Mrrch 31,
20t6
2.38x
2.38x
( I ) Includes intcrcst on thc guaranty of American Falls Rcscrvoir District bonds and Milner Dam, Inc. notcs which is
already includcd in operating expcnscs.
DESCRIPTION OF COMMON STOCK
This section summarizcs the matcrial tcrms of our common stock. This summary is not complete. We refer you to our
articles of incorporation, as amended, and our amcndcd bylaws, cach ofwhich is on file with the SEC and which we have
incorporated by refercnce in this prospcctus. Wc also refcr you to the laws ofthe statc of Idaho. The prospectus supplement
relating to any offcring of common stock will dcscribe the numbcr of shares offercd and thc initial offering pricc or method of
determining the initial offcring price ofthosc sharcs.
As used undcr this caption, "Description of Common Stock," rcferences to "wc," "us," "our" and othcr similar rcfcrcnccs
mean IDACORP, Inc., cxcluding, unless othcrwisc cxpressly statcd or the contcxt othcrwise rcquires, its subsidiaries.
General
Authorized Shares; Listin* Our articles ofincorporation, as amended, authorize us to issue 120,000,000 sharcs of
common stock, without par value, and 20,000,000 shares of preferrcd stock, without par value. Our common stock is listed on
the New York Stock Exchange under the trading symbol "lDA".
DividendRights. Subjecttothcpriorrightsoftheprcfcrrcdstock,holdersofourcommonstockareentitlcdtoreceive
any dividends our board ofdircctors may dcclare on thc common stock. The board ofdircctors may declarc dividcnds from
any propcrty legally available for this purpose.
Voting Rights. The common stock has one vote per share. Thc holders of our common stock are entitled to vote on all
matters to bc votcd on by shareholders. Thc holders ofour common stock are not entitled to cumulative voting in thc clcction
ofdirsctors. Holdcrs ofour preferred stock will not have any right to votc except as establishcd by our board ofdircctors or as
provided in our articles of incorporation or bylaws or by statc law. A majority ofthe outstanding shares entitlcd to vote on a
particular matter at a mccting constitutcs a quorum. Action on a matter is approved ifthc votcs cast favoring the action
exceed the votes cast opposing the action, unlcss our articlos of incorporation, thc Idaho Busincss Corporation Act or our
bylaws require a grcatcr number ofaffirmativc votcs. A plurality ofthe votes cast dctcrmincs the elcction of dircctors.
Liquidation iRiflls. Subject to the prior rights of the prefcrrcd stock, if we liquidatc, dissolve or wind up, whcther this
is voluntary or not, thc holdcrs ofour common stock will be cntitlcd to receive any net asscts available for distribution to
shareholders.
Other Rights, Thc common stock is not liablc to further calls or assessmcnt. Thc holdcrs of our common stock are not
cntitled to subscribc for or purchase additional shares ofour capital stock. Our common stock is not subject to redemption
and does not havc any conversion or sinking fund provisions.
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EJfects on Our Common Srock Il We Issue Prefened Stock Our board ofdirectors has the authority, without further
action by shareholdcrs, to issue up to 20,000,000 shares ofpreferred stock in one or more serics. The board ofdirectors has
the authority to determine the terms of each series of preferred stock, within the limits of thc articles of incorporation and the
laws ofthe state of ldaho. These terms include the number ofshares in a series, dividend rights, liquidation preferences, terms
ofredemption, conversion rights and voting rights. Ifwe issue prcferred stock, it may negatively affect the holders ofour
common stock. These possible negative effects include diluting thc voting power of shares ofour common stock and
affecting the markct pricc ofour common stock. In addition, the ability ofour board of directors to issue preferred stock
without shareholdcr approval may delay or prevent a change in control ofthe company.
Transfer Agent and Registran Wells Fargo Bank is the transfer agent and registrar for the common stock.
Provisions of Our Articles of Incorporrtion end Our Bylews That Could Delay or Prevent a Change in Control
Although it is not the intention ofthe board ofdirectors to discourage legitimate offers to enhance shareholder value, the
cxistence ofunissued common stock, the ability ofthe board ofdirectors to issue preferred stock without further shareholder
action and other provisions ofour articles of incorporation and bylaws may discourage transactions aimed at obtaining
control ofus.
Number of Directors, Yacancies, Removal of Dircctorc. Our bylaws provide that the board of directors will have at
least 9 and at most I 5 dircctors. These res$ictions on the size ofthe board may be changed by amendment of our bylaws,
which must be approvcd by a two-thirds vote ofshareholders entitlcd to vote, or by a majority vote ofthe board ofdirectors.
A majority ofthe board decides the exact number ofdirectors at a given time. The board fills any new directorships it creates
and any vacancies. Also, directors may be removed by the shareholders only for cause and only ifat least two-thirds ofthe
shares ofour outstanding voting stock approve the removal. These provisions may delay or prevent a shareholder from
gaining control ofthe board.
Meetings of Shareholders
Calling of a Special Meeting. Thc prcsident, a majority of the board of directors or thc chairman of thc board may call
a special meeting of the shareholders at any timc. Holders ofat least 2070 of the oustanding shares entitled to vote may call a
special meeting if such holders sign, datc and deliver to our sccretary one or more written demands describing thc purpose(s)
ofthe proposed meeting, as well as documentation ofthe shareholders' ownership percentage and information regarding the
shareholders'proposal. Upon receipt ofone or more written demands fiom such holders, our secretary is responsible for
detcrmining whether such demand or demands conform to the requirements ofthe Idaho Business Corporation Act, our
articles of incorporation and our bylaws. Aftcr making an affirmative determination, our secretary will prepare, sign and
deliver the notices for such meeting. Thc shareholders may suggest a time and place in their demand(s), but the board of
directors will determine the time and place ofany such meeting by resolution. These provisions for calling a spccial meeting
may delay or prevent a person from bringing matters before a sharcholder meeting.
No Cumulative Voting, Our articles of incorporation do not provide for cumulative voting. This could prevcnt
directors from being elected by a relatively small group ofshareholders.
Advance Notice Prcuivozs. Our bylaws rcquire that for a shareholder to nominate a director or bring other business
bcfore an annual mecting, the shareholder must give notice and provide other information called for by our bylaws to our
sccretary not later than the close ofbusiness on the I 20th day nor earlier than the close ofbusincss on the l50th day prior to
the first anniversary ofthc
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date ofthe preccding year's annual meeting. Ifthe date ofthe annual mccting is more than 30 days before or 60 days after the
anniversary date ofthe preceding year's annual meeting or ifno annual mseting was held in the preceding year, the
shareholder must deliver notice no earlicr than the close ofbusincss on the I 50th day prior to the date of such annual meeting
and not later than the close ofbusiness on the later ofthe l20th day prior to the date ofsuch annual meeting or, ifthe first
public announccment ofthe date of such annual meeting is Iess than I 30 days prior to thc date ofsuch annual mecting, the
lOth day following the day on which wc first publicly announce thc datc of such meeting. Our bylaws also limit business at a
spccial mccting to thc purposcs statcd in thc notice ofthc spccial mceting, subject to thc introduction ofadditional busincss at
thc discretion ofthc board of dircctors. Thesc advance notice provisions may delay a sharcholder from bringing mattcrs
bcfore a sharcholdcr meeting. The provisions may provide enough timc for our board ofdircctors to begin litigation or take
other steps to rcspond to these matters, or to prevent them from bcing actcd upon, ifour board ofdirectors finds it necessary
or desirable for any reason.
Amendmenl of Articles of Incoryorution. Ovr arlicles of incorporation requirc an 80oZ votc of shareholdcrs cntitled to
vote in order to amend the provisions relating to the board ofdircctors and the amendmcnt ofour articles ofincorporation,
unless such amendmcnt is recommended by two{hirds of thc continuing directors, as dcfincd.
Amendment of Bylans. Amcndmcnt of the bylaws relating to the board of directors or advance noticc provisions for
shareholder mcctings requires a two-thirds vote of shareholders cntitled to vote or a majority vote ofthe board ofdirectors.
Provisions of ldaho Law That Could Delay or Prevent a Change in Control
Idaho Control Share Acqaisition Law. We are subject to thc provisions of the Idaho Control Share Acquisition Law.
This law is designcd to protect minority sharcholders in the event that a pcrson acquires or proposes to acquire sharcs of
voting stock giving it at least 20%, at lcast 33r/3%, or more than 50% ofthe voting powcr in the election ofour directors.
Undcr this law, an acquiring person must dcliver to us an information statement that includes, most notably, thc acquiring
pcrson's identity, its acquisition plans and its financing. The acquiring pcrson cannot votc the shares it holds that are greater
than the applicablc pcrcentages unless two-thirds of the outstanding voting stock, excluding shares owned by thc acquiring
pcrson, approvcs the excrcise ofsuch voting power. Ifthe acquiring pcrson so requests and complies with othcr requirements,
wc must hold a special mceting within 55 days ofrecciving thc information statcmcnt from the acquiring person for thc
sharcholders to votc. If thc acquiring pcrson does not dclivcr thc information statemcnt, or our shareholdcrs do not approve
such voting powcr, wc may redeem all ofthc acquiring person's sharcs that exceed thc applicable percentagc at their fair
market value.
Idaho Business Combination Law. Wc are also subject to thc Idaho Business Combination Law. This law prohibits us
from cngaging in ccrtain busincss combinations with a pcrson who owns l07o or morc of our outstanding voting stock for a
thrcc-ycar pcriod after the person acquircs thc shares. This prohibition does not apply ifour board ofdircctors approved of
thc business combination or the acquisition ofour shares beforc thc pcrson acquired I 0% ofthe shares. After thc three-year
pcriod, we could engage in a business combination with thc pcrson only iftwo+hirds ofour outstanding voting stock,
cxcluding shares owncd by the pcrson, approvc, or thc busincss combination meets minimum price requircmcnts.
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DESCRIPTION OF DEBT SECURITIES
As used undcr this caption, "Dcscription of Debt Securities," refercnces to "wc," "us," "our" and other similar rcfercnces
mean IDACORP, Inc., cxcluding, unless otherwise expressly stated or thc context othcrwisc requires, its subsidiarics.
General
Wc will issue the debt securities oflered in this prospectus under our senior debt sccurities indenturc, dated as of
Fcbruary l, 2001. Deutsche Bank Trust Company Americas, formerly known as Bankcrs Trust Company, is the trustce undcr
the indcnture. We may amend and supplcment the indenture and will supplement it by onc or more supplcmental indcntures
relating to these dcbt sccurities.
This scction briefly summarizcs thc material provisions ofthe indcnture and uses somc tcrms that are not dcfined in this
prospcctus but that arc dcfined in thc indcnture. This summary is not complcte and we qualifr it by refercncc to the indenturc.
The indenture is on filc with the SEC, and we have incorporated it by refcrence in this prospectus. You should read the
indcnture for a complctc understanding of its provisions and for the definition of somc terms used in this summary. In this
summary, we have included referenccs to section numbers of ttre indenturc so that you can casily locate thcsc provisions.
Thc debt securities that we may issue under this indenture will bc unsecured obligations of IDACORP, Inc. exclusively,
and not thc obligations ofany ofour subsidiaries. Thc indenture does not limit the amount ofdebt securities that we may
issuc and it does not restrict the amount or type ofothcr dcbt that wc or our subsidiaries may issue or contain any other
provisions that would afford holders ofthe debt securitics protection in thc cvcnt ofa highly leveraged transaction. We may
use othcr indenturcs or documentation containing provisions diffcrent from those includcd in the indenturc under which wc
arc offering these debt securities in conncction with futurc issues ofdcbt securities.
We are a holding company whosc primary source of funds is cash rcccivcd from our subsidiaries in thc form of
dividcnds or other intcrcompany transfcrs. For a more dctailed description of the dividcnd rcstrictions applicable to our
subsidiaries, sce "About IDACORP-Dividends from Subsidiaries" abovc. Ifany ofour subsidiaries liquidatc or reorganizc,
the claims ofthe subsidiary's creditors to the procecds will bc prior to thc claims ofour creditors, except to thc extent we arc a
crcditor ofthe subsidiarics. As a rcsult ofthese factors, the debt sccuritics will bc effectively subordinated to all existing and
futurc claims ofcreditors of Idaho Powcr Company and other subsidiaries, including tradc creditors, debt holdcrs, secured
creditors, taxing authorities and guarantee holders.
Thc indenture docs not limit the amount ofdebt securities that we may issue, nor docs it limit us or our subsidiaries from
issuing any other unsecured debt. The dcbt securities that we are offering in this prospcctus will rank cqual in right of
paymcnt to our other unsccured indebtcdncss that is outstanding now or that we may issuc in the futurc, cxccpt for any
indcbtcdncss that, by its tcrms, is subordinate to thesc dcbt securitics. Although our subsidiarics are parties to agreements that
limit thc amount ofadditional indebtedness they may incur, they retain ths ability to incur substantial additional indebtedness
and othcr liabilities.
Wc will issue debt securities in serics. Each series ofdebt securitics may have diffcrcnt terms and, in some cases, debt
securitics ofthe same series may have different terms. Wc nced not issuc all debt securitics ofone serics at thc same timc
and, unlcss otherwise provided, we may reopen a series, without the conscnt of the holdcrs ofthe debt sccurities ofthat scries
for issuances ofadditional debt securitics ofthat series. One or morc scrics ofthc dcbt sccuritics may bc issucd with the samc
or various maturities at par, above par or at a discount.
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Terms of the Debt Securlties
Each prospectus supplement will describe the terms ofa series of debt securities, including:
. the title ofthe series,
. any limit on the aggregate principal amount ofthe series,
. the date or dates on which we will issue the debt securities ofthat series and on which we will pay the principal
amount and any premium,
. the rate or rates at which the debt securities ofthat series will bear interest, or how we will determine the rate or
rates,
the date or dat€s from which interest will accrue,
the dates on which we will pay interest on the debt securities ofthat series and the regular record datas for the
interest payment dates,
the place or places where we will pay the principal of, premium, ifany, and interest, ifdifferent from those we
describe in this prospectus,
any redemption terms, including mandatory redemption through a sinking fund or otherwise, redemption at our
option and redemption at the option ofthe holder,
whether any debt securities ofthat series will be issued as original discount securities and the amount ofthe
discoun!
any events ofdefault, interest rates payable upon an event ofdefault, or restrictive covenants ifother than set forth
in this prospectus,
the denominations in which we will issue the debt securities ofthat series, ifother than denominations of $1,000
and any integral multiple of $ I ,000,
the provisions for the satisfaction and discharge ofthe indenture ifdifferent from those we describe in this
prospectus, and
any other tenns ofthe debt securities ofthe series which are not inconsistent with the provisions ofthe applicable
indenture.
Form and Exchange
Unless we state otherwise in the prospectus supplement:
. we will issue the debt securities in fully registered form, without coupons, in denominations of $1,000 or in any
larger amount equally divisible by $1,000,
. a holder ofdebt securities may exchange debt securities, without charge, for an equal aggregate principal amount of
debt securities ofthe same series, having the same issue date and with identical terms and provisions, and
. a holder ofdebt securities may transfer debt securities, without charge, other than applicable stamp taxes or other
goveflrmental charges. Indenure, Sections 3.2 and 3.6
Unless we state otherwise in the prospectus supplement, the transfer ofdebt securities may be registered and exchanged
at the corporate trust office of the trustee in New York, New York, as security registrar. We may change the place and
designate one or more additional places for registration oftransfer and exchange but we are required to maintain an olfice or
agency in New York, New York for that purpose. Indenture, Section 4.2
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We are not rcquircd to cxecutc or to provide for the rcgistration oftransfer or exchange of any debt security:
during a period of I 5 days prior to giving any notice ofredemption with respect to that debt sccurity, or
that has been selected for redemption in whole or in part, except the unredccmed portion ofany dcbt security being
redecmed in part. Indenture, Section 3.6
We may issue all or some of the debt sccuritics in book-entry form, which mcans that global notes, not certificates, will
represent the debt securities. Ifwe issue global notcs representing any dcbt securitics, thcn a depository that wc select will
keep a record ofthc bencficial interests in thc global notes and rccord any transfers ofbcncficial interests. The global notes
will be registered in the namc ofthc depository and the depository will be considered the sole owner ofthe debt sccurities
represented by the global notes for all purposcs ofthc indenture. Indenture, Section 3.1
See "Book-Entry Systcm" for a dcscription ofadditional requircmcnts as to the form and method ofexchangc ofthe debt
sccurities. We will dcscribc any additional requirements as to the form and method ofcxchange ofdebt securitics in the
prospectus supplemcnt. Indenture, Sections 2.4 and 3.1
Payment and Psying Agent
Unless wc statc othcrwisc in thc prospcctus supplemcnt, we will pay interest on each dcbt security to thc pcrson in
whose name thc debt sccurity is registered as ofthe close ofbusiness on the regular record datc for that interest payment date.
Ifwc havc defaulted in the payment of intcrcst on any debt security, we may pay the defaulted interest to the holder of the
debt security as ofthc close ofbusincss on a special record date that is not less than I 0 days prior to the datc wc propose to
pay the defaulted intcrest. Notice ofthc spccial record date will be givcn by mail at least l5 days before thc spccial rccord
date. We may also pay dcfaulted intcrest in any other lawful manncr pcrmitted by requircments of any securitics cxchange on
which thc dcbt security may be listed, ifthc trustcc deems that manner ofpaymcnt practicablc. Indenture, Section 3.8
Unless we statc otherwiss in the prospectus supplement, we will pay the principal ofand premium, ifany, and interest at
maturity at the corporatc trust office ofthe trustcc in New York, Ncw York, as our paying agent. We may changc thc placc of
payment. We may appoint one or more additional paying agents and may removc any paying agcnt, all at our discrction.
Indenture, Section 4.2
If we deposit moncy with the paying agcnt to pay any amounts due on the dcbt sccuritics and thc holdcr docs not claim
thc money within two years, the paying agcnt will return thc moncy to us and we will bc responsible for paying thc holder.
Indenture, Section I 2.5
Events of Default
Except to thc extent modified or delctcd in a supplemental indcnture or applicable resolution ofthe board ofdirectors
under which a series ofdebt securities is issued and described in the applicable prospectus supplcment, each ofthc following
will bc an Evcnt of Default with respcct to cach series ofdebt sccuritics issued under thc indcntures:
failurc to pay the principal of, or prcmium, ifany, on, any debt sccurity ofthat scrics when due and payablc at
maturity and upon redemption, and thc time for payment has not been extcnded or defcrred,
failurc to pay interest on any debt security ofthat scrics whcn due and our failurc continues for 30 days, and the
time for payment has not bcen cxtcnded or deferred,
failure to make a sinking fund paymcnt whcn due with rcspcct to debt securitics of that series,
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failure to observe or pcrform any other covenant, warranty or agrccment containcd in thc dcbt securities ofthat
series or in thc indenturc, cxccpt for a covenant, agrcemcnt or warranty included in the indentr.rre solely for the
benefit ofanothcr serics ofdcbt sccuritics, and our failurc continues for 60 days aftcr wc have received written
notice from the trustec or holdcrs ofat lcast 25% in aggregate principal amount of the outstanding debt securities of
that series,
events relating to our bankruptcy, insolvency or reorganization, and
any other event oldefault with rcspcct to dcbt sccurities of that series specificd in thc applicablc prospcctus
supplemcnt. Indenture, Section 6. I
An event ofdefault with respect to thc dcbt securities ofany series does not ncccssarily constitutc an cvent ofdefault
with respect to any other series of debt securities issued under the indenture. Unless wc cure thc dcfault, thc trustee is
rcquircd to notifu you ofany dcfault known to it within 90 days after thc default has occurred. Except in the case ofa
payment default, the trustcc may withhold noticc if it considers such withholding to be in thc intercst of the holders.
Indenture, Sections 6.1 and 6.1 I
Ifan event ofdefault with respcct to dcbt sccuritics ofany scrics, other than due to events ofbankruptcy, insolvency or
rcorganization, occurs and is continuing, thc trustcc or thc holders ofat least 25% in aggregate principal amount of the
outstanding debt sccuritics ofthat scrics or, in the casc ofcertain defaults that affect all serics thcn outstanding, the holden of
at least 25o/o in aggregate principal amount of all debt securities outstanding acting as a singlc class, by noticc in writing to us,
and to the trustee ifgiven by the holders, may declare the unpaid principal ofand accrued intcrcst to thc date ofacceleration
on all the outstanding debt securitics ofthat series to be due and payable immediatcly. Thc holdcrs of a majority ofthe
principal amount ofthe outstanding dcbt sccuritics of that series or, in the case ofccrtain dcfaults that affcct all scrics then
outstanding, the holders ofa majority in aggrcgatc principal amount ofall debt securities outstanding acting as a single class,
upon the conditions provided in the indcnturc, including the requirement that we have paid all thc principal and interest that
has become due on that series othcr than by rcason ofacceleration, may rescind an accclcration and its conscquences with
rcspect to that seies- Indenture, Section 6. I
Ifan event of default occurs due to bankruptcy, insolvency or reorganization, all unpaid principal of and accrued interest
on the outstanding debt securitics of all serics will become immediately due and payable without any dcclaration or other act
on thc part ofthe trustee or any holder- Indenture, Section 6-l
The holders ofa majority in principal amount ofthe outstanding debt sccurities ofany scrics will havc thc right to direct
the time, method and place of conducting any proceeding for any remedy available to thc trustcc, or cxcrcising any trust or
power conferred on the trustee, with respect to thc debt securities of that series. Indenture, Section 6.9
Subjcct to the provisions ofthe indcnturc rclating to thc duties ofthe trustee, ifan cvent ofdcfault shall occur and bc
continuing, the trustee will be undcr no obligation to excrcise any of its rights or powers undcr thc indcnture at thc request or
dircction ofany ofthe holders, unlcss thc holdcrs have offcrcd to the trustee reasonable indemnity. Indenture, Section 7.2
Thc indenturc provides that wc must pcriodically filc statcments with the trustec regarding compliance by us with all
conditions and covenants containcd in thc indcnturc. Indenture, Section 4.6
Redemption
We will describe any terms for thc optional or mandatory redemption ofa particular scrics ofdcbt sccuritics in the
applicable prospectus supplement. In ordcr to cxcrcise our right to redeem a debt security, wc must givc thc holdcr notice by
mail at lcast 30 days prior to the date fixcd for rcdcmption.
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Ifwe want to redecm fewer than all the dcbt securities of a series, the trustce will choose thc particular dcbt securities to bc
redecmcd by lot or by another method described in thc applicablc prospectus supplement. Indenture, Article Fourteen
Consolidation, Merger or Sale
The indenture provides that we will not consolidate with, or merge into, or sell all or substantially all ofour assets to,
any person, unless:
the successor corporation, ifwc are not thc survivor, expressly assumcs in writing all ofour obligations under thc
outstanding dcbt sccurities and the indenture,
immediately bcfore and aftcr giving effect to the transaction, no cvcnt ofdefault shall have occurred and be
continuing, and
we deliver to the trustee an officcr's certificatc and an opinion ofcounsel stating that the transaction and the
supplemental indenture comply with the indenture. Indenture, Article Eleven
Modification of Indenture
We may modify the indenture, without notice to or the consent ofany holdcrs ofdcbt sccuritics, with rcspcct to certain
matters that do not materially adverscly affect the holdcrs ofany debt securities. Indenture, Section 10. l
In addition, we may modif certain ofour rights and obligations and thc rights ofholders ofthc dcbt securitics with the
conscnt ofthe holders ofnot less than a majority in aggregate principal amount ofthe outstanding dcbt sccuritics affected by
the modification, voting as one class. Indenture, Section 10.2
Without the conscnt ofeach holdcr ofany outstanding debt security affectcd, no amendment or modification may:
change thc statcd maturity ofany dcbt security,
rcduce the principal amount of or the amount ofany premium on, or reduce thc rate of interest on, or extend the
timc for payment or changc thc method ofcalculating interest on, any debt sccurity, or extend thc time for paymcnt
ofthosc amounts, rcduce thc amount payable on redemption, or rcduce the amount ofprincipal ofan original issuc
discount sccurity that would be duc and payable upon acceleration of maturity,
impair thc right to institutc suit for the enforccment ofany payment with respcct to any debt security,
reduce thc pcrcentage in principal amount ofoutstanding debt sccurities ofany scries necessary to modil) or amcnd
the indenturc, or to waive compliance with provisions ofthc indcnture or dcfaults or cvents of default and their
consequences, or
subordinatc any debt securities to any other ofour indebtedncss. Indenture, Section 10.2
Waiver of Defaults
Thc holdcrs ofnot less than a majority in aggrcgate principal amount ofthe outstanding debt securitics ofany series may
waivc any default or cvcnt ofdcfault with respect to that scries, except ifcertain defaults rclate to all serics of outstanding
debt sccurities, the holdcrs ofnot less than a majority in aggregate principal amount ofall outstanding dcbt sccuritics voting
as onc class may waivc thc default. Paymcnt and bankruptcy defaults and dcfaults with rcspect to a provision that cannot bc
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modificd or amendcd without the conscnt ofthe holder ofcach debt sccurity affectcd may not be waivcd in this manner.
Indenture, Section 6. I 0
Defeasance
Unless we statc otherwise in the prospectus supplemcnt relating to the debt securitics ofa particular series, the indenturo
provides that we shall be discharged from our obligations under thc indcnture with rcspect to any series ofdcbt securities at
any time prior to thc maturity date or rcdcmption of that series when
we have irrcvocably depositcd in tnrst with thc trustee:
sufficient funds to pay the principal ofand prcmium, ifany, and interest to the maturity date or rcdemption of, the
debt securitics of that series, or
an amount of direct obligations of or obligations guaranteed by, the United Statcs govemment as will be sufficicnt
to pay when duc the principal of, and premium, ifany, and intcrcst to the maturity date or redemption of the debt
securities ofthat series, and
we have paid all other sums payable with respcct to thc dcbt sccurities of that serics.
Upon the discharge ofthe indenturc with respect to a particular scrics, the holders ofdebt securities ofthat series shall
no longcr bc entitlcd to the benefits ofthc indenture, exccpt for purposes of registration oftransfer, exchange and replacement
of lost, stolen or mutilatcd debt securitics. Indenlure, Section I 2.1 and I 2.3
Concerning the Trustee
Wc and our affiliates may conduct banking transactions with the trustcc or is affiliatcs in the normal course of busincss.
Governing Law
The indenture and thc dcbt securitics will bc govcmed by and construed under thc laws ofthe state of ldaho, except that
the obligations, rights and remcdics of thc trustec will be determined undcr thc laws of thc statc ofNew York.
BOOK.ENTRY SYSTEM
We may issue all or some of the dcbt securities in book-entry form, which means that global notes, not certificates, will
rcprcsent the securitics. Ifwe issue global notes representing any sccuritics, the following provisions will apply to all
book-cntry securities:
Unlcss othcrwisc indicated in thc applicable prospcctus supplemcnt, the Dcpository Trust Company, Ncw York, NY,
which we refer to as "DTC," will act as sccurities depository for thc sccurities. We will issuc the securitics as fully-registcrcd
securitics rsgistcrcd in the name ofCcdc & Co. or such othcr name as may bc requcsted by an authorized representative of
DTC. Wc will issuc onc or more fully-rcgistcred security ccrtificatcs for each issue ofthc sccurities, in thc aggregate
principal amount of thc issuc, and we will deposit the certificates with thc trustee to hold as agcnt for DTC. Wc and the
trustcc will treat Ccdc & Co. as thc holder ofthe sccuritics for all purposcs.
DTC has informcd us that it is a limitcd-purpose trust company organized under thc New York Banking Law, a "banking
organization" within thc mcaning ofthc Ncw York Banking Law, a membcr ofthe Federal Reserve Systcm, a "clcaring
corporation" within thc mcaning ofthe Ncw York Uniform Commercial Code, and a "clearing agency" registcrcd pursuant to
thc provisions of Section I 7A ofthc Exchange Act. DTC also facilitates thc post-trade settlcmcnt among dircct participants of
sales and
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other securities transactions in dcpositcd sccurities through electronic computerized book-cntry transfers and plcdgcs between
direct participants' accounts. This eliminatcs the need for physical movcment of securities ccrtificates. Direct participants
include both U.S. and non-U.S. securitics brokcrs and dealers, banks, trust companies, clearing corporations, and ccrtain other
organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation, or DTCC. DTCC is the
holding company for DTC, National Securitics Clearing Corporation and Fixed Income Clcaring Corporation, all ofwhich
are registered clearing agencies. DTCC is owncd by the users of its rcgulated subsidiarics. Access to the DTC system is also
availablc to othcrs such as both U.S. and non-U.S. securities brokcrs and dealers, banks, trust companics and clcaring
corporations that clcar through or maintain a custodial rclationship with a direct participant, eithcr directly or indirectly. The
DTC rules applicablc to its participants are on file with the SEC. Morc information about DTC can be found at
www.dtcc.com and www.dtc.org.
Purchascs of sccuritics undcr thc DTC system must bc made by or through direct participants, which will receive a credit
for the securities on DTC's records. Thc owncrship interest ofeach actual purchascr, thc bcneficial owner, is in tum to be
recordcd on thc dircct and indirect participant's records. Bcncficial owners will not receivc written confirmation from DTC of
their purchase. Bcncficial owners arc, howcvcr, expccted to receive written confirmations providing details of thc transaction,
as wcll as periodic statemcnts ofthcir holdings, from the direct or indirect participant through which the bencficial owner
entcred into the transaction. Transfers ofowncrship interests in thc securities are to be accomplished by entrics madc on the
books ofdirect and indircct participants acting on bchalfofbeneficial owners. Beneficial owners will not reccivc certificates
representing thcir owncrship interests in thc securities, exccpt in thc cvcnt that use ofthe book-cntry system for thc securities
is discontinucd.
To facilitatc subscqucnt transfcrs, all sccurities depositcd by dircct participants with DTC are registered in thc name of
DTC'S partnership nominec, Cedc & Co., or such othcr name as may bc requested by an authorized representativc of DTC.
The deposit of securitics with DTC and thcir registration in the namc ofCede & Co. or such other DTC nomincc do not effect
any change in bencficial ownership. DTC has no knowledge ofthe actual beneficial owncrs ofthe securitics. DTC's rccords
reflect only thc idcntity ofthe direct participants to whose accounts thc sccurities are credited, which may or may not be the
bcneficial owncrs. Thc dircct and indircct participants will remain rcsponsible for keeping account oftheir holdings on behalf
oftheir customers.
Conveyancc of notices and other communications by DTC to dircct participants, by direct participants to indirect
participants, and by dircct participants and indirect participants to bencficial owners will bc governed by arrangcmcnts among
thcm, subject to any statutory or regulatory rcquirements that may be in effcct from time to timc.
Redemption noticcs will be sent to DTC. If less than all of the sccurities within an issue are being rcdeemed, DTC's
practice is to determinc by lot the amount ofthc interest ofeach dircct participant in thc issuc to bc redcemed.
Neither DTC nor Ccde & Co. (nor any othcr DTC nominee) will consent or votc with rcspect to the sccuritics unless
authorized by a dircct participant in accordancc with DTC's money market instrumcnt procedures. Undcr its usual procedurcs,
DTC mails an omnibus proxy to the issuer as soon as possible after the record datc. Thc omnibus proxy assigns Ccdc & Co.'s
consenting or voting rights to those direct participants to whosc accounts thc sccurities arc credited on the record datc,
idcntified in a listing attached to the omnibus proxy.
Redemption procccds and distributions, including principal and interest payments, on thc securities will bc made to
Ccde & Co., or such other nominee as may bc requcsted by an authorized representativc of DTC. DTC's practicc is to credit
dircct participants' accounts upon DTC's rcceipt of funds and corrcsponding detail information from us or our agcnt on thc
payable date in accordance with their respectivc holdings shown on DTC's records. Paymcnts by participants to bcncficial
owners
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will be govemed by standing instnrctions and customary practices as is the case with sccurities held for the accounts of
customers in bearcr form or registered in street name. Payment by participants to bcneficial owners will bc thc responsibility
ofthe participants and not of DTC, any agents or us, subject to any statutory or regulatory requirements as may be in effect
from time to timc. Payment ofredemption proceeds and distributions to Cede & Co. (or such other nominec as may be
requested by an authorizcd representative of DTC) is our responsibility or the responsibility ofour paying agcnts.
Disbursement ofsuch paymcnts to direct participants will bc thc rcsponsibility of DTC, and disbursement of such payments
to the beneficial owncrs will be the responsibility ofdirect and indirect participants.
In casc of any optional tender for or mandatory purchase ofsccuritics, pursuant to thcir tcrms, a beneficial owner shall
givc notice to elect to have its securitics purchased or tendered through its participant to thc tcnder/remarketing agcnt and
shall effect delivery ofthe securities by causing the direct participant to transfer the participant's interest in the sccurities, on
DTC's records, to thc tender/remarkcting agent. The requiremcnt for physical delivery of sccurities in connection with an
optional tcnder or a mandatory purchasc will be deemed satisfied whcn the ownership rights in the securities arc transferred
by direct participants on DTC's records and followcd by a book-cntry credit of tendered sccurities to the tendcr/remarketing
agent's DTC account.
DTC may discontinue providing its scrvices as depository with respect to the sccurities at any time by giving reasonable
noticc to us or to our agent. Under such circumstances, in the event that a successor depository is not obtained, sccurity
certificates are requircd to be printed and dclivcrcd.
We may dccidc to discontinue use of thc system ofbook-cntry-only transfers through DTC (or a successor sccuritics
depository). In that cvcnt, security certificates will bc printed and dclivered to DTC.
Neither we, thc trustee, any paying agcnt, nor the registrar for the securities will have any responsibility or liability for
any aspect of the rccords relating to or paymcnts made on account ofbeneficial ownership interests in a global sccurity or for
maintaining, supcrvising or reviewing any rccords relating to these beneficial owncrship interests.
Thc information in this section conccming DTC and DTC's book-cntry system has bcen obtained from sourccs that we
believe to be reliablc, but we take no responsibility for the accuracy thcrcof.
Thc underwritcrs, dealers or agents of any ofthe securities may bc dircct participants of DTC.
USE OF PROCEEDS
Unless we statc otherwise in the prospcctus supplcment, wc will add the net procccds from the sale ofthc securities to
our general funds. Wc may use our general funds for any ofthe following purposcs:
. to invcst in, or make loans to, our subsidiaries,
. to repay indcbtcdncss, or
. to pay for acquisitions.
The precisc amount and timing of thc application of such procccds will depend on our funding requiremcnts, markct
conditions and thc availability and cost ofother funds. Ifwe do not usc thc proceeds immcdiatcly, we may temporarily invcst
thcm in shon-term instrumcnts.
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PLAN OF DISTRIBUTION
We may sell the sccurities offered by this prospectus:
. through undcrwriters or dealers,
. through agcnts, or
. directly to a limited numbcr ofpurchasers or to a single purchaser.
Ifwe use underwriters in the salc, the underwriters will buy the securities for their own account. The underwriters may
rescll the securities in onc or more transactions, including negotiated transactions, at a fixed public offering price or at
varying prices determincd at the timc of the sale. Thc underwriters may sell the securities dircctly or through underwriting
syndicates that managing underwriters represent. Unless we state otherwise in the prospectus supplement, thc obligations of
the underwriters to purchase the securities will be subject to conditions, and the underwritcrs will be obligated to purchase all
ofthc sccurities ifthey purchase any of them. Ifwe usc a dealer in the salc, we will sell thosc securities to thc dealer as
principal. The dealer may then resell thc securities to the public at varying prices dctermincd at the time ofrcsale. Any initial
public offering price and any discounts or concessions allowed or reallowed or paid to dcalers may be changed from time to
timc.
We may from timc to time designatc one or morc agcnts to sell the securities. Unless we state otherwise in the
prospectus supplement, any agent will agree to use its bcst efforts to solicit purchases for thc period of is appointment.
Wc may also scll thc securities directly to one or more purchasers. In this case, therc will be no undcrwritcrs or agents.
Our common stock is listed on thc Ncw York Stock Exchangc undcr the symbol "lDA." The debt securities may or may
not bc |isted on a national sccuritics cxchange. You should read the applicablc prospectus supplement for a discussion ofthis
mattcr.
Thc prospectus supplement will statc:
. the namcs ofany underwriters, dcalcrs or agents,
. the tcrms ofthc securities offcred,
. the purchasc price ofthe securities and the proceeds we will rcceive from thc salc,
. any initial public offering pricc,
. any underwriting discounts and other items constituting undcrwriters'compcnsation, and
. any discounts or concessions allowed or rcallowcd or paid to dcalcrs.
Wc may authorize agents, underwritcrs or dealers to solicit offcrs from institutions. We may sell the securities to these
institutions for delaycd delivery at a specified date in thc future. At that time, they will pay the public offering price on the
terms wc describe in thc prospectus supplcment.
Wc may distributc the sccurities from time to time in one or more transactions at:
. a fixcd pricc or priccs, which may be changcd,
. markct prices prevailing at thc time ofsalc,
. prices relatcd to such prevailing market prices, or
. negotiated priccs.
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We may also engagc in at-the-markct offerings of our common stock in an existing trading market in accordance with
Rule 415(aX4) ofthc Securities Act. Any at-the-markct offering will bc through an underwriter or underwritcrs acting as
principal or through an agent or agents for us.
Underwriters, agcnts, dealers and rcmarketing firms may be entitlcd under agreements entered into with us to
indemnification by us against civil liabilities, including liabilities under the Securities Act of 1933, or to contribution by us
with rcspect to payments which the undcrwriters or agcnts may bc rcquircd to make in rcspect thcreof. Undcrwriters, agcnts,
dealcrs and remarkcting firms may bc customers of, engage in transactions with, or pcrform services for us and our
subsidiaries and affiliatcs in the ordinarv course ofbusiness.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
Thc SEC allows us to incorporatc by reference information into this prospectus, which means that wc can disclosc
important information to you by refcrring you to other documcnts filcd separately with the SEC. The information
incorporatcd by rcfercnce is considercd to be part ofthis prospcctus. Wc incorporate by reference the following documcnts
that we filed with the SEC (SEC file numbcr l-14465):
Annual Rcport on Form l0-K for the year endcd December 3 l, 20 I 5, filed on Fcbruary I 8, 201 6,
Quarterly Rcport on Form l0-Q for the quartcr ended March 31,2016, filed on April 28,2016,
Current Rcport on Form 8-K filcd on March I 8, 2016, and
Description of our common stock contained in the registration statcment on Form 8-A, dated and filcd on
October 20, 1999, as amendcd by amendment no. I on Form 8-A/A, dated and filcd on Septembcr 28,20O4,
amendmcnt no. 2 on Form 8-A,lA, dated and filcd on Septcmbcr I 9, 2008, and any further amendmcnts thereto.
Wc also incorporatc by rcfcrcncc all documents wc subsequently filc pursuant to Scctions l3(a), l3(c), l4 or l5(d) ofthc
Exchange Act, aftcr thc date ofthis prospcctus, and bcforc wc tcrminatc the offering.
Wc are not incorporating by refercncc any documcnts or portions ofdocuments that arc not deemed filed with the SEC,
including any information fumished pursuant to Itcms 2.02 or 7 .Ol of Form 8-K. Any statsment containcd in a documcnt
incorporated or decmcd to be incorporatcd by referencc in or deemed to bc part ofthe prospcctus shall bc dccmcd to be
modificd or superseded for purposes of thc prospcctus to the extent that a statcment containcd in the prospcctus or in any
othcr subsequently filed document which also is or is dccmcd to be incorporated by reference or deemed to bc part of the
prospectus modifies or replaces such statcmcnt. Any statement contained in a document that is dcemed to bc incorporatcd by
refcrcncc or deemed to bc part ofthe prospectus aftcr thc most recent effcctivc datc may modify or replacc cxisting
statcmcnts contained in thc prospectus. Any such statcmcnt so modified shall not be dcemcd in its unmodificd form to
constitute a part ofthc prospectus for purposcs ofthc Sccurities Act. Any statcment so supcrscded shall not bc dcemed to
constitutc a part ofthc prospectus for purposcs ofthe Sccurities Act.
Wc will provide to each pcrson, including any bencficial owner, to whom this prospcctus is delivercd, a copy ofany or
all ofthe information that has been incorporated by refcrencc in this prospcctus but not dclivered with this prospectus. You
may obtain a copy ofthis information at no cost, by writtcn or oral requcst to us at the following address:
Sharcowncr Serviccs
IDACORP, Inc.
l22l Wcst Idaho Strcct
Boise, ID 83702
Telephonc 208-388-2200
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You may also acccss thcse documents at our websitc at http://www.idacorpinc.com.
Wc take responsibility only for information containcd or incorporated by referencc in this prospectus, thc applicable
prospectus supplement, and the applicablc pricing supplcment, ifany. Wc have not authorizcd any other pcrson to provide
you with differcnt informption. Ifanyonc provides you with different or inconsistent information, you should not rely on it.
We are not making an offer to sell thcsc securities in any jurisdiction whcrc the offer or salc is not permittcd.
You should assume that the information appearing in this prospectus is accurate as ofthe date ofthis prospectus only.
Our business, financial condition and results ofoperations may have changcd since that datc.
WHERE YOU CAN FIND MORE INFORMATION
Wc file annual, quarterly and current reports, proxy statements and other information with the SEC. Thc public may rcad
and copy any materials wc file with thc SEC at the SEC's public refercnce room locatcd at 100 F Street, N.E., Washington,
D.C.20549. The public may obtain information on thc operation of thc public rcference room by calling the SEC at
I -800-SEC-0330. Thc SEC maintains an internet sitc that contains reports, proxy and information statements, and other
information regarding issucrs that file electronically with thc SEC. The address of that sitc is http://www.sec.gov. Information
about us is also available at our website at http://www.idacorpinc.com. However, thc information on our wcbsite is not a part
ofthis prospectus.
This prospectus is part ofa registration statement on Form S-3 that wc filed with thc SEC relating to thc securities
covcrcd by this prospcctus. This prospcctus does not contain all the information includcd in the registration statemcnt. You
may revicw a copy ofthc registration statcment at the SEC's public rcfcrcnce room or on thc SEC's intcmct sitc rcferred to
abovc.
LEGAL MATTERS
Unlcss otherwisc indicated in thc applicable prospcctus supplement, Pcrkins Coie LLP, Scattle, Washington, and Brian
R. Buckham, Vice Prcsident and General Counsel of IDACORP, Inc., will pass upon the validity of the sccurities and other
legal matters for us. Unless otherwise indicarcd in thc applicable prospectus supplement, Sullivan & Cromwcll LLP, New
York, New York, will pass upon the validity ofthe securities for any undcrwriter, dealcr or agent. Sullivan & Cromwell LLP
or other counsel idcntificd in an applicable prospectus supplement may, for mattcrs govemcd by the laws ofthc statc of
Idaho, rcly upon thc opinion ofPcrkins Coie LLP and Mr. Buckham or such other counscl idcntificd in thc applicable
prospcctus supplemcnt. Mr. Buckham owns shares ofrcstricted common stock of IDACORP, Inc. acquired undcr employee
bencfit plans and participates in various employec bcncfit plans offcred to cmployees of IDACORP, Inc. and its primary
subsidiary, Idaho Powcr Company.
EXPERTS
Thc consolidatcd financial statemcnts, and the relatcd financial statcment schedulcs, incorporatcd in this prospectus by
rcferencc from IDACORP, Inc.'s Annual Report on Form l0-K, and thc cffectiveness of IDACORP, Inc.'s intemal control
ovcr financial rcporting have been auditcd by Deloitte & Touche LLP, an independcnt rcgistered public accounting firm, as
stated in their reports (which rcports cxpress an unqualified opinion on thc consolidated financial statements and financial
statemcnt schedules and include an explanatory paragraph rcgarding the Company's changc in the method of presentation for
dcferrcd incomc taxes), which are incorporated herein by rcference. Such consolidatcd financial statemcnts and financial
statemcnt schedulcs havc bccn so incorporated in reliancc upon the rcports of such firm givcn upon thcir authority as experts
in accounting and auditing.
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With respect to the unaudited interim financial information for the periods ended March 31, 2016 and 2015 which is
incorporated herein by reference, Deloitte & Touche LLP, an independent registered public accountiog firm, have applied
limited procedures in accordance with the standards ofthe Public Company Accounting Oversight Board (United States) for a
review of such information. However, as stated in their report included in IDACORP, Inc.'s Quarterly Report on Form l0-Q
for the quarter ended March 3 I , 20 I 6 and incorporated by reference herein, they did not audit and they do not express an
opinion on that interim financial information. Accordingly, the degree ofreliance on their report on such information should
be restricted in light ofthe limited nature ofthe review procedures applied. Deloitte & Touche LLP are not subject to the
liability provisions ofSection I I ofthe Securities Act of 1933 for their report on the unaudited interim financial information
because that report is not a "report" or a "part" ofthe registration statement prepared or certified by an accountant within the
meaning of Sections 7 and I I of the Securities Act of 1933.
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PROSPECTUS
3I$m*
FIRST MORTGAGE BONDS
DEBT SECURITIES
We may offer from time to time, in one or more series:
. our first mortgage bonds, and
. ou unsecured debt securities
We may offer these securities in any combination in one or more offerings. This prospectus provides you with a general
description ofthe securities we may offer. Each time we sell securities, we will provide a prospectus supplement that will
contain specific information about the terms ofthat offcring. The prospectus supplcmcnt may also add, update or changc
information contained in this prospectr.rs. Before you invest, you should carefully read this prospcctus and any supplements,
as well as the information that we incorporatc by reference in this prospectus.
We may offer thcse sccurities directly or through underwriters, agents or dealers, as described in the "Plan of
Distribution." The supplements to this prospectus will describe the terms ofany particular plan ofdistribution, including any
underwriting arrangcments.
Our principal executive offices are locatcd at I 221 West Idaho Street, Boise, ldaho 83702-5627, and our telephone
number is [phone].
Investing in our securities involves risks. Please see ,Risk Factors" on page 3 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 lile pursuant to the Securities Exchange Act of 1934 that we incorporate by
reference in this prospectus.
NEITHf,R THE SECURITIES AND EXCHANGE COMMISSTON NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETER.IVIINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. A]\Y REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The datc of this prospectus is May 20, 2016
Table ofContents
TABLE OF CONTENTS
About this Prospcctus
Risk Factors
Cautionary Note Rcgarding Forward-Looking Statcmcnts
About Idaho Powcr Company
Ratios of Eamings to Fixed Charges
Descriotion of First Mortgage Bonds
Descriotion of Debt Sccurities
Book-Entry Systcm
Use ofProceeds
Plan of Distribution
Incomoration of Ccrtain Information by Rcfercnce
Where You Can Find Morc Information
Legal Matters
Experts
PrEe
2
3
3
5
6
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ABOUT THIS PROSPECTUS
This prospectus is part ofa rcgistration statcment on Form S-3 that Idaho Powcr Company filed with the U.S. Sccurities
and Exchange Commission (the "SEC") using the "shelf' rcgistration process. Undcr this shelf rcgistration proccss, we may
from time to timc scll the securities describcd in this prospectus in onc or more offcrings. This prospectus providcs a general
dcscription ofthc sccurities. Each time wc scll securities, we wrll provide a prospectus supplement that will contain specific
information about thc terms of that offcring. That prospectus supplcmcnt may include or incorporate by rcfercncc a dctailed
and current discussion ofrisk factors and will discuss special considerations applicablc to thosc securitics. Thc prospcctus
supplement may also add, updatc or change information contained in this prospectus. You should rcad both this prospcctus
and any prospectus supplement togcthcr with additional information described under "Wherc You Can Find Morc
Information." Ifthcrc is any inconsistcncy bctween the information in this prospectus and any prospectus supplcmcnt, you
should rely on thc information containcd in that prospectus supplcmont.
No person is authorizcd to give any information or to make any rcprcscntations othcr than those containcd or
incorporatcd by rcfcrcnce in this prospcctus, thc applicable prospectus supplement, and thc applicable pricing supplcmcnt, if
any, and, if givcn or made, such information or representations must not be relied upon as having been authorizcd. This
prospectus does not constitute an offcr to sell or the solicitation ofan offer to buy any securities other than thc sccurities
dcscribed in this prospectus or an offcr to scll or the solicitation of an offer to buy such sccurities in any circumstanccs in
which such offcr or solicitation is unlawful. Neither the delivery ofthis prospectus, thc applicable prospectus supplement or
any applicable pricing supplement, nor any sale made hereunder, shall under any circumstances create any implication that
there has been no changc in our affairs sincc thc date ofthis prospcctus, or that the information contained or incorporatcd by
refcrcnce in this prospcctus is correct as ofany time subsequent to thc date ofsuch information.
The distribution ofthis prospectus, thc applicablc prospectus supplcment and any applicablc pricing supplcmcnt and the
offering of the securitics in ccrtain jurisdictions may be rcstricted by law. This prospectus does not constitute an offcr, or any
invitation on our bchalf, to subscribe to or purchase any of the securities, and may not bc uscd for or in connection with an
offer or solicitation by anyone, in anyjurisdiction in which such an offer or solicitation is not authorized or to any pcrson to
whom it is unlawful to makc such an offcr or solicitation.
Unless wc indicate otherwise, or thc contcxt otherwise requires, rcferences in this prospectus to the "company," "we,"
"us" and "our" or similar terms are to Idaho Power Company and its subsidiary.
Tablc ofContents
RISK FACTORS
Investing in our sccurities involves risks. You should review all the information contained or incorporatcd by refercncc
in this prospectus beforc deciding to invest. See "Wherc You Can Find More Information" in this prospectus. In particular,
you should carefully consider thc risks and uncertaintics discussed in "Risk Factors," "Cautionary Note Regarding
Forward-Looking Statemcnts" and "Management's Discussion and Analysis of Financial Condition and Results of
Opcrations" in
our Annual Rcport on Form l0-K for thc fiscal ycar ended Deccmber 3 l, 201 5, which is incorporatcd by referencc
into this prospcctus,
our Quartcrly Rcport on Form l0-Q for thc quarter endcd March 31,2016, which is incorporated by rcfcrence into
this prospectus, and
documents wc filc with the SEC aftcr the datc of this prospectus and which are decmed incorporatcd by referencc
into this prospcctus.
In addition, you should carefully considcr the risks and uncertaintics discussed in thc applicable prospcctus supplemcnt
which relate to the specific securities offcrcd thereby. Ifany of these risks actually occur, our busincss, financial condition
and results ofoperations could be matcrially and adverscly affected. See also "Cautionary Notc Regarding Forward-Looking
Statemcnts" below.
CAUTIONARY NOTE REGARDING FORWARD.LOOKING STATEMENTS
This prospcctus, any accompanying prospectus supplement and the additional information described undcr the heading
"Whcrc You Can Find Morc Information" may contain "forward-looking statcments" within the meaning of Scction 27A of
the Sccuritics Act of I 933, as amcndcd (the "Securitics Act"), and Section 2 I E of the Exchange Act of I 934, as amended (thc
"Exchange Act"), which arc subjcct to thc safe harbor crcatcd by the Private Securities Litigation Reform Act of I 995. Any
statements that express, or involve discussions as to, expcctations, belicfs, plans, objectives, assumptions, or future events or
pcrformance, often, but not always, through the use ofwords or phrases such as "anticipatcs," "bclieves," "cstimates,"
"expects," "intends," "potcntial," "plans," "predicts," "projects," "may rcsult," "may continuc," or similar cxprcssions, are not
statemcnts ofhistorical facts and may bc forward-looking. Forward-looking statements arc not guarantecs of future
performance and involve estimates, assumptions, risks, and uncertaintics. Actual results, pcrformance, or outcomes may
differ materially from thc rcsults discusscd in the statcmcnts. In addition to any assumptions and other factors and matters
referrcd to specifically in connection with such forward-looking statements, factors that could cause actual rcsults or
outcomes to differ materially from thosc containcd in forward-looking statcments includc those factors discusscd in our
filings with the SEC, including the Form l0-K, thc Forms l0-Q and the Forms 8-K incorporated by refcrcncc in this
prospcctus, and we rcfcr you to thosc rcports for further information, as wcll as the following important factors:
the effcct of dccisions by thc ldaho and Orcgon public utilities commissions, thc Fcderal Energy Rcgulatory
Commission, and other regulators that impact our ability to rccovcr costs and cam a rctum;
changcs in rcsidential, commcrcial, and industrial growth and dcmographic pattems within our scrvicc area and thc
loss or change in thc busincss of significant customers, and thcir associated impacts on loads and load growth, and
the availability ofregulatory mcchanisms that allow for timcly cost recovery in thc event ofthosc changes;
the impacts ofeconomic conditions, including the potential for changes in customcr demand for clcctricity, revenue
from sales ofexcess power, financial soundncss ofcounterpartics and supplicrs, and the collection ofrcceivables;
Tablc ofContents
unseasonablc or scverc weathcr conditions, wildfires, drought, and other natural phenomena and natural disasters,
which affect customer demand, hydroelectric generation levcls, repair costs, and thc availability and cost offuel for
generation plants or purchascd powcr to servc customers;
advancement oftcchnologics that reducc loads or reduce the nccd for our generation or sale ofelcctric power;
adoption of, changes in, and costs ofcompliancc with laws, regulations, and policies relating to the environment,
natural resourccs, and threatcncd and endangcrcd spccics, and the ability to recovcr increased costs through ratcs;
variable hydrological conditions and over-appropriation ofsurface and groundwater in the Snakc River Basin,
which may impact the amount ofpower gencratcd by our hydroclectric facilities;
thc ability to purchasc fucl, power, and transmission capacity undcr reasonablc tcrms, particularly in the event of
unanticipatcd power demands, lack ofphysical availability, transportation constrainB, or a credit downgrade;
accidents, fircs (either at or causcd by our facilitics), cxplosions, and mechanical breakdowns that may occur while
opcrating and maintaining an clectric systcm, which can causc unplanned outagcs, reduce generating output,
damagc thc companies' asscts, operations, or rcputation, subjcct thc companics to third-party claims for property
damage, pcrsonal injury, or loss of life, or result in the imposition of civil, criminal, and regulatory fincs and
penaltics;
thc increased costs and opcrational challenges associated with purchasing and intcgrating intermittcnt rcnewablc
energy sourccs into our resourcc portfolio;
administration ofreliability, sccurity, and othcr rcquirements for system infrastructure required by the Federal
Energy Rcgulatory Commission and other rcgulatory authorities, which could rcsult in penaltics and increase costs;
disruptions or outages ofour gcncration or transmission systcms or ofany intcrconnccted transmission systcm;
the ability to obtain debt and cquity financing or rcfinancc existing debt whcn ncccssary and on favorable terms,
which can bc affcctcd by factors such as crcdit ratings, volatility in the financial markets, intersst ratc fluctuations,
dccisions by the Idaho or Oregon public utility commissions, and thc companies' past or projectcd financial
performancc;
reductions in credit ratings, which could adverscly impact access to capital markets and would rcquire the posting
ofadditional collateral to countcrparties pursuant to credit and contractual arrangcments;
the ability to cntcr into financial and physical commodity hedgcs with creditworthy counterpanics to manage pricc
and commodity risk, and the failurc ofany such risk managemcnt and hedging stratcgies to work as intended;
changes in actuarial assumptions, changcs in intcrest rates, and the retum on plan assets for pension and other
post-retircmcnt plans, which can affect futurc pcnsion and othcr postretircmcnt plan funding obligations, costs, and
liabilitics;
the ability to continue to pay dividends bascd on financial performance, and in light ofcontractual covenants and
restrictions and rcgulatory limitations;
changes in tax laws or relatcd regulations or ncw interpretations ofapplicable laws by federal, statc, or local taxing
jurisdictions, thc availability oftax credits, and the tax ratcs payable by IDACORP, Inc. shareholdcrs on common
stock dividcnds;
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. employee workforce factors, including thc operational and financial costs ofunionization or the attempt to unionize
all or part ofour workforce, the impact ofan aging workforce and retirements, the cost and ability to retain skilled
workers, and the ability to adjust the labor cost stnrcturc when necessary;
. failurc to comply with statc and federal laws, policics, and regulations, including new interpretations and
enforccmcnt initiatives by regulatory and oversight bodies, which may rcsult in penalties and fines and incrcasc the
cost ofcompliance, the nature and cxtcnt of investigations and audits, and thc cost of remediation;
. the inability to obtain or cost of obtaining and complying with required govcmmcntal permits and approvals,
licenses, rights-of-way, and siting for transmission and generation projects and hy&oclectric facilities;
. the cost and outcome oflitigation, dispute resolution, and regulatory proceedings, and thc ability to rccovcr those
costs orthe costs ofoperational changes through insurance or rates, or from third partics;
. the failurc of information systems or the failure to secure data, failure to comply with privacy laws, security
breachcs, or thc dircct or indircct effect on our busincss or operirtions resulting from cyber attacks, terrorist
incidents or the threat ofterrorist incidents, and acts of war;
. unusual or unanticipated changes in normal business opcrations, including unusual maintenance or repairs, or the
failurc to succcssfully implcmcnt new technology solutions; and
. adoption ofor changes in accounting policies and principlcs, changes in accounting estimates, and ncw Securitics
and Exchangc Commission or New York Stock Exchange requircments, or new interpretations ofexisting
requirements.
Any forwardJooking statcmcnt spcaks only as of the date on which such statement is madc. Ncw factors emergc from time to
timc and it is not possible for management to predict all such factors, nor can it assess the impact of any such factor on the
business or the extcnt to which any factor, or combination of factors, may cause results to differ materially from those
contained in any forward-looking statcmcnt. We disclaim any obligation to update publicly any forwardJooking information,
whether in response to new information, futurc cvents, or otherwisc, except as required by applicable law.
ABOUT IDAHO POWER COMPANY
We are an electric utility incorporated undcr thc laws of the State of Idaho in I 989 as successor to a Mainc corporation
organized in I 9 I 5 and began operations in I 9l 6. In 1998, we rcorganized into a holding company structurc and bccame the
principal subsidiary of IDACORP, Inc. IDACORP, Inc. owns all of our outstanding common stock.
We are engagcd in the generation, transmission, distribution, sale and purchasc ofclectric energy. Our scrvicc area
covers approximatcly 24,000 square miles in southem Idaho and castern Oregon, with an estimatcd population ofonc million.
We hold franchiscs in 7l citics in Idaho and nine cities in Orcgon and hold ccrtificates from thc respective public utility
regulatory authoritics to scrvc all or a portion of 25 counties in ldaho and thrce counties in Orcgon. We are the parcnt of
Idaho Energy Resourccs Co., a joint vcnturer in Bridger Coal Company, which supplies coal to the Jim Bridgcr gcncrating
plant that we own in part. As ofMarch 3 l, 20 I 6, we supplied elcctric energy to over 525,000 general business customers. We
own and opcrate I 7 hydroelectric gencrating plants, three natural gas-fired plants, and onc diesel-powcred generator, and
sharc ownership in thrcc coal-fircd gcncrating plants. We rcly heavily on hydroelectric powcr for our generating nceds.
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Ratio of Eamings to Fixed Charges
Supplemental Ratio of Eamings to
Fixed Chargcs( I )
RATIOS OF EARNINGS TO FIXED CHARGES
Twelve Monlhs Ended D*emhcr ll^
2015 _w3.58x 3.25x
3.57x 3.24x
3.87x 3.44x 2.33x
ThrE Months
Etrded
March 31,
2016
2.40x
3.85x 3.42x 2.31x 2.40x
(l) Includes interest on the guaranty ofAmerican Falls Rescrvoir District bonds and Milner Dam, Inc. notcs which is
alrcady includcd in opcrating cxpcnscs.
DESCRIPTION OF FIRST MORTGAGE BONDS
As used undcr this caption, "Description ofFirst Mortgagc Bonds," references to "wc," "us," "our" and othcr similar
rcfcrences mean Idaho Power Company, cxcluding, unless othcrwisc expressly stated or thc context otherwise rcquires, its
subsidiary.
We will issuc thc first mortgage bonds offcrcd in this prospcctus under our Indenturc of Mortgage and Dccd ofTrust,
dated as of Octobcr I, 1937. Deutsche Bank Trust Company Amcricas, formerly known as Bankers Trust Company, is the
trustee. We have amcnded and supplemented thc indcnturc in thc past and will supplemcnt it again by one or morc
supplemental indcnturcs rclating to these first mortgage bonds.
This section bricfly summarizes thc matcrial provisions ofthc indenture and supplemcntal indentures, which we refer to
collectively as thc indcnture in this section, and uscs somc tcrms that are not defined in this prospectus but arc dcfined in the
indcnture. This summary is not complete and we qualifo it by rcfcrcncc to the indenturc. The indenture is on file with the
SEC, and we incorporate it by referencc in this prospectus. You should read the indenturc for a complete undcrstanding of its
provisions and for the definitions of somc tcrms used in this summary. In the summary below, we include references to
section numbers ofthc indenture so that you can easily locate those provisions.
Our issuancc of long-tcrrn indebtcdncss, including first mortgagc bonds, is subjcct to thc approval ofthc Idaho Public
Utilities Commission ("IPUC"), the Orcgon Public Utility Commission ("OPUC"), and thc Wyoming Public Scrvicc
Commission ("WPSC). In March 20l6,wc filed applications with thc IPUC, OPUC, and WPSC to rencw our debt financing
authority. In April and May 2016, we reccived orders from the IPUC, OPUC, and WPSC authorizing us to issuc and sell from
timc to timc up to $500 million in aggrcgatc principal amount ofdcbt sccuritics and first mortgage bonds, subjcct to
conditions specificd in the orders. Authority from the IPUC is through May 31,2019. Thc OPUC's and WPSC's orders do not
imposc a time limitation for issuances, but the OPUC order does imposc a number of othcr conditions, including a maximum
intcrest rate limit of 7.0 pcrcent.
Issuance in Series. We issuc bonds in series. Each series of bonds may have diffcrcnt terms. We will include all of thc
following information about a spccific scrics ofbonds in the prospcctus supplement relating to thosc bonds:
the dcsigrration and series ofthe bonds,
the aggregatc principal amount ofthc bonds,
thc offering price of the bonds,
thc datc or dates on which the bonds will mature,
the interest rate or rates for the bonds, or how we will determine the interest ratc or rates,
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. the dates on which we will pay the interest on the bonds,
. the denominations in which we may issue the bonds,
. the krms pursuant to which we may redeem the bonds, if any,
. whether we will issue all or a portion of the bonds in global form, and
. any other terms or provisions relating to the bonds that are not inconsist€nt with the provisions ofthe indenture.
Form and Excharga Unless we state otherwise in the prospectus supplement:
we will issue the bonds in fully registered form without coupons,
a holder ofbonds may exchange bonds, without charge, for an equal aggregate principal amount ofbonds ofthe
same series, having the same issue date and with identical terms and provisions, and
a holder ofbonds may transfer bonds, without charge, other than applicable stamp taxes or other govemmental
charges.
See "Book-Entry System" for a description ofadditional requirements as !o the form and method ofexchange ofbonds.
We will describe any additional requirements as to the form and method ofexchange ofbonds in the prospectus supplement.
Intercst and Poymen , We will pay principal, premium, if any, and interest in U.S. dollars at Deutsche Bank Trust
Company Americas in New York City, and, at our option, at our olfice in Boise, ldabo. Indenure, Section 35
Maintenance Requirernen&. We will file a certificate with the corponte trustee within 90 days after the close of each
calendar year stating that:
we have made the necessary expenditures to maintain our property in good condition as an operating system, or
we will designate an additional amount that should be spent for this purpose.
Ifwe designate an additional amount, we must deliver to the corporate trustee, within 30 days, cash equal to that amount less
the following deductions:
. expenditures made after the close ofthe year to maintain the property, and
. any allowances for waiver ofour right to issue additional bonds under the itdenture. Indenure, Section i8
We may withdraw this cash for reimbursement for later expenditures on:
. property maintenance, repairs, renewals and replacements,
. waiver ofour right to issue additional bonds under the indenture, or
the purchase or redemption ofbonds ofany series, unless a supplemental indenture provides otherwise for a
particular series of bonds.
We must spend or appropriate l57o ofour annual gross operating revenues for maintenance, retirement or amortization ofour
properties, We may, however, anticipate or make up these expenditures or appropriations within the five years that
immediately follow or precede a particular year. Indenture, Section 38; Second Supplemental, Section I 5
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Improverrrent or Sinking Fund. Thcre is no sinking or improvcmcnt fund requiremcnt . Twenty-seventh Supplemental,
Section 14
Security. The indenture secures all bonds issued under the indenture equally and ratably, without preference, priority
or distinction. We may issuc additional first mortgagc bonds in thc future, and those first mortgagc bonds will also bc sccurcd
by thc indenture. The lien ofthe indcnture constitutcs a first mortgage on all the properties that wc own, except as discusscd
below, subjcct only to liens for taxes and assessments that arc not delinquent and minor exccptcd cncumbrances. Ccrtain of
our propcrties are subject to eascmcnts, leases, contracts, covenants, workmen's compcnsation awards and similar
encumbrances and minor defects and clouds common to propcrtics, which do not interfere in any material respcct with our
opcrations.
Thc indcnture does not create a lien on the following exccptcd property:
revenues or profits, or notcs or accounts receivablc, contracts or choses in action, cxccpt as pcrmitted by law during
a completed default,
securities or cash, cxccpt whcn pledgcd, or
merchandise or cquipmcnt manufacturcd or acquircd for resale.
Thc indcnture creates a lien on our intcrest in property that wc subsequently acquire othcr than exccpted property,
subjcct to limitations in the casc ofconsolidation, merger or salc ofsubstantially all our asscts. Indenture, Section 87
Wc havc covenanted to executc and deliver instruments that arc necessary to carry out thc purposcs ofthe indenturc and
to crcate a lien on after-acquircd property that the indcnturc covcrs. Granling Clauses
Thc indcnture does not contain any covenants or other provisions to provide holdcrs of thc first mortgage bonds special
protcction in thc cvent ofa highly lcvcragcd transaction.
Issuance of Additional Bonds. The indenture limits the aggregate principal amount of bonds at any one time
outstanding to $2.0 billion. Wc may amend the indsnturc and incrcase this amount without conscnt ofthe holders offirst
mortgagc bonds. lndenture, Sections 22 and l2l; Forty-fifth Supplemental, Article I
The indenture contains somc restrictions on incrcasing thc amount of prior lien bonds, which are bonds, obligations or
principal indcbtedness secured by any mortgage or other lien upon any property additions prior to the licn ofthe indenturc.
Indenture, Sections 6 and 46
We may issue additional bonds that rank cqually with thc bonds in principal amount equal to:
60% ofthe cost or fair valuc, whichever is less, of propcrty additions made aftcr Dcccmber 3 l, I 943, less the
amount ofprior lien bonds thereon, Indenture, Article V, Second Supplemental, Sections I0 and I 3
the principal amount of first mortgage bonds or prior lien bonds referred to above, rctircd or then to be retired,
Indenture, Articles V and Vl or
the amount of cash that wc dcposit with the corporatc trustcc for the purpose, which wc may withdraw on the samc
basis as bonds may bc issucd. Indenture, Article VII
We may not issue bonds as providcd above, with certain cxccptions, unless we meet a net camings requiremcnt.
Generally, thc indenture requires that our net eamings must bc at lcast twice the annual intcrcst requirements on all
outstanding debt ofequal or prior rank, including the bonds that we propose to issuc. Undcr ccrtain circumstances, the net
earnings test does not apply, including the issuance ofrcfunding bonds to retire outstanding bonds which mature in less than
two ycars or which are ofan cqual or higher interest rate, or prior lien bonds.
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We calculatc net eamings beforc deduction of:
propcrty retiremcnt expcnscs, depreciation or depletion,
interest expense on indebtedness,
amortization ofdebt discount and expensc, and
any taxes mcasured by or dcpendent on net income.
We may include only a limited amount of revenuc from propcrty not subject to the lien of the indenture in nct eamings.
Indenture, Sections 7, 27 dnd Article yl
Property additions consist ofelcctric or gas property, or property uscd in connection thcrewith. Propcrty additions
cxclude sccuritics, contracts or choscs in action, merchandisc and cquipment for consumption or resale, materials and
supplics, property uscd principally for production or gathering of natural gas, or any power sites and uncompleted works
under Idaho state permits, In determining net property additions, we deduct all retired funded property from gross property
additions exccpt to the extcnt ofccrtain credits with respect to released funded property. Indenure, Section 4 The indenture
restricts issuance ofbonds and taking other credits under the indcnture based on property additions subject to prior licns to no
more than l5o/o of all bonds outstanding. Howcver, the prior liens must not exceed 50% ofthe cost or fair value, whichever is
less, ofthese property additions. Indenture, Section 26
As ofMarch 31,2016, we could issue under the indenture approximately $1.5 billion ofadditional first mortgagc bonds
based on unfunded property additions and retired first mortgagc bonds.
Release of Properties. Generally, we may releasc property from the licn of the indcnture by doing the following:
. dcpositing cash with thc corporate trustce,
. substituting property additions, or
. waiving our right to issue additional bonds on the basis ofretircd bond crcdits, without application ofthe nct
camings tcst,
Indenture, Section 59
Actions ll/ithoat Trustee's Release or Consent Unless we are in dcfault in the paymcnt ofintercst on any outstanding
bonds or one or more ofthe complctcd defaults dcscribed undcr the caption "Evcnts of Default" below have occurred and are
continuing, we may, without the trustce's release or consent, and without providing a report to the trustcc or depositing with it
the consideration wc reccivc:
scll or otherwise disposc of any machincry, equipmcnt, tools, implcmcnts or othcr property, which has become old,
inadequate, obsolete, wom out, unfit or unadapted for use in our oprcrations, aftcr \ile rcplace that property with
othcr property which has at lcast equal value and is subject to no additional liens,
cancel or makc changes or altcrations in or substitutions ofany contracts, lcases or rights ofway grants, or
surrender or assent to the modification ofany right, power, franchisc, license, govemmental consent or permit
under which we may be operating, if, in the opinion ofour board ofdircctors, stated in a resolution filed with the
corporate trustce, the surrender or modification is dcsirable in the conduct ofour business and does not impair the
sccurity of outstanding bonds.
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Indenture, Section 58
Amendmentofthelndenlare. Generallywcmaymodi$oramendthcindenturewiththeconsentoftheholdcrsof
60% in principal amount ofall outstanding first mortgage bonds. However, whcn an amcndment does not affect all scrics of
first mortgagc bonds, holders of 60% of the principal amount ofall outstanding first mortgagc bonds ofcach serics affccted
must also conscnt to the amendment.
Unlcss each bondholder consents, we cannot make the following modifications:
impair thc right of any bondholder to reccivc payment on its bond when due or to sue for any overdue payment,
crcatc any lien equal or prior to the lien ofthe indenturc,
dcprivc any bondholder ofa lien upon thc mortgaged and plcdged property, or
reduce the bondholder votc necessary to amcnd the indenture.
Indenture, Sections I I 3, I 2 I ; Twenty-third Supplemental, Section 9: Thirty-sixth Supplemental, Section 9
Events ofDefoult The following are defaults, sometimcs called complctcd defaults, under the indsnture:
. failure to pay thc principal ofany bond when due and payable whcther at maturity or otherwisc,
. failure to pay interest on any bond for 60 days,
. failure to pay principal ofor interest on any outstanding prior lien bond beyond the grace period, ifany, in the prior
lien bond,
. failure to obscrve a covenant not to, without the trustcc's written approval:
. go into voluntary bankruptcy or insolvcncy, apply for or consent to thc appointment ofa receivcr or trustcc for us or
our propcrty in anyjudicial proceedings or make any gencral assignment for the benefit ofcrcditors, or
. suffer to bc madc and remain unvacated for a period of90 days any order for thc appointment ofa rcceivcr or
trustee for us or our property in any procccding institutcd by a crcditor, or any final order appointing such a receiver
or trustee in any other procccding or any ordcr adjudicating us to bc bankrupt or insolvent, or
. failure to perform other covcnants, agreements or conditions containcd in the indcnture for 90 days after thc trustee
givcs us noticc.
Indenture, Section 65
Discharge. The indcnture will bc cancellcd and discharged when all indcbtedness sccurcd by thc indenture is paid,
including charges ofthc trustce.
In addition, first mortgage bonds will be considcrcd paid and not to bc outstanding for any purpose under the indenture
when we have irrevocably deposited with the trustce
sufficient cash, or
an amount of dircct obligations of, or obligations guaranteed by, thc United Statcs govemment or obligations which
arc collateralizcd by obligations ofthc United States govemment which, in the opinion ofan indcpendent
accountant and thc opinion of our officcrs, will providc sufficient funds, without regard to reinvcstment thercot
together with any depositcd cash to pay whcn duc thc principal of, and premium, ifany, and interest to thc maturity
datc or rcdemption date ofsuch first mortgage bonds, provided that in the casc of redemption, proper noticc shall
have
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been givcn or appropriatc arrangemcnts have bcen made with thc trustee for the giving olnoticc.
Indenture, Section 106 and Twenty-seventh Supplemenlal, Section l0
Miscellaneoas. Theindenturcprovidesthatthetrustcc,uponrequcstoftheholdersofamajorityininterestofthe
outstanding first mortgage bonds, ifproperly indemnified to its satisfaction, must take action to enforce thc lien ofthe
indcnture. Indenture, Section 92; Sixth Supplemental, Article XXIII
Wc covenant in thc indenture to dcliver a certificate to the trustee annually, within 90 days after the closc ofthe fiscal
year, to show that wc are in compliance with the terms of the indenturc and that we have not defaulted undcr the indcnturc.
Various supplemental indentures
Concerning the Corporate Ttustee. We and our affiliates may conduct banking transactions with thc trustee in the
normal course of busincss.
DESCRIPTION OF DEBT SECURITIES
As used under this caption, "Description of Debt Sccurities," refcrenccs to "we," "us," "our" and other similar referenccs
mcan Idaho Power Company, excluding, unless otherwise exprcssly statcd or the context othcrwise requircs, its subsidiary.
Wc will issue the debt securities offcred in this prospectus under our Dcbt Securities Indenture, dated as ofAugust l,
2001 . Dcutsche Bank Trust Company Amcricas is the trustce under thc indenture. Wc may amend and supplement thc
indcnture and will supplement it by onc or more supplemental indenturcs relating to thcsc debt sccurities.
This section bricfly summarizcs thc material provisions ofthe debt sccurities indenture and uses some tcrms that arc not
defincd in this prospcctus but arc dcfincd in thc indenturc. This summary is not complcte and we qualifo it by referencc to the
indenture. The indcnturc is on file with the SEC, and we incorporate it by reference in this prospectus. You should rcad thc
indenture for a completc undcrstanding of its provisions and for the definition of some terms used in this summary. In thc
summary bclow, wc include referenccs to section numbcrs ofthc indenturc so that you can casily locate thcsc provisions.
As noted above, in April and May 2016, we receivcd orders from the IPUC, OPUC, and WPSC authorizing us to issue
and scll from time to time up to $500 million in aggrcgatc principal amount ofdebt securities and first mortgage bonds,
subjcct to conditions spccificd in the orders. Authority from the IPUC is through May 31,2019. The OPUC's and WPSC's
orders do not imposc a time limitation for issuances, but thc OPUC order does imposc a number ofothcr conditions,
including a maximum interest rate limit of 7.0 percent.
Other Indebtedness. The indcnturc docs not limit thc amount ofdcbt securitics that we may issuc; it does not rcstrict
the amount or type ofother debt that wc may issue or contain any other provisions that would afford holders ofthe debt
sccuritics protection in the event ofa highly leveraged transaction. We may usc other indentures or documcntation containing
provisions different from those includcd in the indcnture under which we arc offering thesc debt securitics in connection with
future issues ofdebt sccurities. We may also offer our first mortgagc bonds, which are sccurcd indebtedness and which arc
dcscribcd above undcr thc caption "Dcscription of First Mortgage Bonds." As of March 3 l, 201 6, there was approximatcly
$ L675 billion in aggregatc principal amount of our first mortgage bonds outstanding.
Security, Ranking and Subordination. The debt securities that wc may issuc undcr this indenture will bc unsecured.
Thc debt securities that we are offering in this prospectus will rank equal in right of
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payment to our other unsecured indebtedness that is outstanding now or that we may issue in the future, except for any
indebtedness that, by its terms, is subordinate to these debt securities.
Issaance ia Series. We will issue debt securities in series. Each series ofdebt securities may have different terms and,
in some cases, debt securities ofthe same series may have different terms. The prospectus supplement relating to a particular
series ofdebt securities will contain the following information about those debt securities:
the title ofthe series,
any limit on the aggregate principal amount ofthe series,
the date or dates on which we will issue the debt securities ofthat series and on which we will pay the principal
amount and any premium,
the rate or rates at which the debt securities ofthat series will bear interest, or how we will deiermine the rate or
rates,
the date or dates from which interest will accrue,
the dates on which we will pay interest on the debt securities ofthat series and the regular record dates for the
interest payment dates,
the place or places where we will pay the principal of, premium, if any, and interest, if different from those we
describe in this prospectus,
any redemption terms, including mandatory redemption through a sinking fund or otherwise, redemption at our
option and redemption at the option ofthe holder,
the denominations in which we will issue the debt securities ofthat series, ifother than denominations of$1,000
and any integral multiple of $1,000,
the provisions for the satisfaction and discharge ofthe indenture ifdifferent from those we describe in this
prospectus, and
any other terms ofthe debt securities ofthe series.
Form and Exchange. Unless we state otherwise in the prospectus supplement:
. we will issue the debt securities in fully registered form without coupons,
. a holder ofdebt securities may exchange debt securities, without charge, for an equal aggregate principal amount of
debt securities ofthe same series, having the same issue date and with identical terms and provisions, and
. a holder ofdebt securities may transfer debt securities, without charge, other than applicable stamp taxes or other
govemmental charges.
Indennre, Sections 3.1, 3,2 and 3.6
Unless we state otherwise in the prospectus supplement, the transfer ofdebt securities may be registered and exchangcd
at the corporate trust office ofthe trustee, in New York, New York, as security registrar. We may change the place for
registration oftransfer and exchange. We may designate one or more additional places for registration and exchange, all at
our discretion.
We are not required to execute or to provide for the registration oftansfer or exchange ofany debt security
. during a period of 15 days prior to giving any notice ofredemption with respect to that debt security, or
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. that has bcen selected for redemption in whole or in part, except the unredcemcd portion ofany debt sccurity being
redccmed in part.
Indenture, Sections 3.6 and 4.2
Scc "Book-Entry System" for a description ofadditional requirements as to thc form and method of exchangc ofdebt
securities. We will dcscribe any additional rcquirements as to thc form and method ofcxchange ofdcbt securities in the
prospectus supplement. Indenture, Section 3. I
Payment of Interesl Unless wc statc otherwise in the prospcctus supplemcnt, wc will pay intcrcst on cach dcbt
security to the pcrson in whose name the dcbt sccurity is registcrcd as ofthe close ofbusincss on thc regular record date for
that interest payment date. Ifwe have defaulted in the paymcnt ofintcrest on any debt sccurity, we may pay thc dcfaulted
interest to thc holdcr of the debt security as of the closc of business on a special record datc that is not less than l0 days prior
to thc datc wc propose to pay the dcfaulted interest. Notice of the spccial record datc will be given by mail at least I 5 days
before the special rccord date. We may also pay defaulted intcrcst in any othcr lawful manncr permitted by requircments of
any securities exchange on which the debt security may be listed, ifthe trustcc deems that manner ofpayment practicable.
Indenture, Section 3-8
Unless we statc otherwise in the prospcctus supplement, we will pay the principal ofand premium, ifany, and intcrcst at
maturity at the corporate trust office of thc tnrstee, in Ncw York, Ncw York, as our paying agent. We may changc thc place
ofpayment. We may appoint one or morc additional paying agents and may removc any paying agcnt, all at our discretion.
Indenture, Section 4.2
Redemption Wc will describc any tcrms for thc optional or mandatory redemption ofa particular scrics ofdcbt
sccurities in the prospectus supplement. Unlcss we state in thc prospectus supplement that thc debt securities of that series arc
redeemable at the option ofa holder, debt sccurities will bc redeemablc only at our option. In order to exercisc our right to
rcdeem any debt security, we must give thc holder notice by mail at lcast 30 days prior to thc date fixed for rcdcmption. Ifwe
want to redeem fewer than all the debt sccurities of a serics, the trustcc will choose thc particular debt sccurities to bc
redecmed by a mcthod ofrandom sclcction, substantially pro rata, that the tmstee bclicvcs is fair and appropriate and which
complics with thc rcquircmcnts ofthe principal national securitics cxchange, ifany, on which the dcbt securities ofthat series
arc listed. If the debt sccurities to be redccmcd have differcnt tcrms and different maturitics, we may select thc particular debt
sccurities to be redecmed.
Unless we state otherwise in the prospcctus supplement, ifwc arc redeeming thc dcbt sccurities at our option, thc
rcdemption will be conditional upon thc paying agent or agcnts recciving from us, on or prior to the date fixcd for
redemption, cnough money to redeem all ofthc debt sccurities callcd for redemption, including accrued intercst, ifany. If
sufficient money has not been received, thc notice will not bc cffcctive and we will not bc rcquired to redeem thc dcbt
securities. Indenture, Section I 4.2
Consolidaion, Merger or Sale. The indcnture providcs that we will not consolidate with, merge with or into any other
person, whether or not we are the survivor, or sell, assign, transfer or lcase all or substantially all ofour propcrtics and asscts
as an entirety or substantially as an entircty to any person or group ofaffiliated persons, in one transaction or a scries of
rclated transactions, unless:
the succcssor person, ifwe are not thc survivor, is a pcrson organizcd under the laws ofthe United Statcs or any
state thcreofor the District ofColumbia and expressly assumes in uriting, by a supplemcntal indenture, all ofour
obligations under the outstanding dcbt sccurities and thc indenture,
immediatcly before and after giving effect to the transaction or series oftransactions, no event ofdefault, and no
default, shall have occurred and bc continuing, and
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we dclivcr to the trustee an officcr's certificate and an opinion ofcounsel stating that thc transaction and thc
supplemcntal indenture comply with the indenture.
Indenture, Arlicle Eleven
Events ofDefault The following arc events ofdefault with respect to any series ofdcbt sccurities:
failurc to pay the principal of, or prcmium, ifany, on, any dcbt security of that scries when due and payable at
maturity, and upon redemption, and the time for paymcnt has not becn extendcd or dcferred, but excluding any
failurc by us to deposit moncy in connection with any redcmption that is at our option,
failure to pay intcrcst on any debt sccurity ofthat series when due and our failure continues for 30 days, and the
time for paymcnt has not been extendcd or defcrred,
failure to makc a sinking fund paymcnt when due with respect to debt securities of that series,
failure to obscrvc or perform any other covenant, waranty or agreement contained in the debt securities ofthat
series or in thc indcnture, other than a covcnant, agrecment or warranty includcd in the indenturc that is specifically
dealt with in another cvent ofdcfault, and our failurc continues for 60 days aftcr the trustee or holders ofat least
25Yo in aggregate principal amount of the outstanding dcbt securities ofthat scries have given us writtcn notice,
a court entcrs a decree or order for rcliefthat remains unstaycd and in cffect for 60 consecutive days in respcct ofus
in an involuntary case under any applicable bankruptcy, insolvcncy or similar law:
appointing a rcceiver, liquidator, assignee, custodian, tmstee, sequcstrator or similar official for us or for any
substantial part ofour property, or
ordering thc winding up or liquidation ofour affairs,
we commcncc a voluntary case undcr any applicable bankruptcy, insolvcncy or similar law,
we conscnt to thc entry ofan ordcr for relief in an involuntary casc under any applicablc bankruptcy, insolvcncy or
similar law,
wc consent to the appointmcnt or taking possession by a rccciver, liquidator, assigncc, custodian, trustcc,
sequestrator or similar official for us or for any substantial part ofour propcrty,
we make any general assignment for the benefit ofcrcditors, and
any other cvcnt ofdefault with rcspcct to debt securitics of that scrics specified in the applicable prospcctus
supplemcnt.
Indenture, Section 6. I
An event ofdcfault with respect to thc dcbt securities ofany scries does not ncccssarily constitutc an cvcnt ofdefault
with respect to any othcr serics ofdebt securitics issued undcr the indenture. Unless we curc the default, the trustcc is
rcquircd to give noticc ofany default known to it within 90 days after the default has occurred; the term "default" includes
any event which after notice or passage oftime or both would bc an event ofdefault. Except in the case ofa default in
paymcnt, thc trustcc is protected in withholding notice if and so long as thc board ofdircctors, thc executive committcc or a
trust committcc ofdirectors or responsiblc officers ofthe trustee in good faith determine that the withholding ofnotice is in
thc interest ofthc holders. Indenure, Section 6. I I
If an event ofdefault with respect to debt securities ofany serics, other than due to cvents ofbankruptcy, insolvency or
reorganization, occurs and is continuing, thc trustee or the holders of at lcast
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25Yo in aggregate principal amount ofthe outstanding dcbt securities ofthat series, by notice in wdting to us, and to the
trustcc ifgiven by thc holders, may declare the unpaid principal ofand accrucd interest to thc date ofaccclcration on all thc
outstanding debt securities ofthat serics to bc duc and payable immediately. The holders ofa majority ofthc principal
amount ofthe outstanding debt securitics ofthat serics, upon the conditions provided in the indenture, may rescind an
accclcration and its consequences with respect to that serics.
Ifan event ofdefault occurs duc to bankruptcy, insolvency or reorganization, all unpaid principal ofand accrued intercst
on thc outstanding dcbt sccuritics ofall series will bccome immediately duc and payable without any declaration or othcr act
on thc part ofthe trustec or any holdcr. Indennre, Section 6.1
Thc holders ofa majority in principal amount ofthe outstanding dcbt sccurities ofany series will havc thc right to dircct
the timc, method and place of conducting any proceeding for any remedy available to thc trustee, or excrcising any tnrst or
powcr conferred on thc trustee, with rcspect to the debt sccurities ofthat series, subjcct to the right of the trustcc to decline to
follow instructions that would be unlawful, cxpose the trustee to personal liability or bc unduly prejudicial to the interests of
holdcrs who do notjoin in the direction. Indenture, Section 6.9
Subjcct to thc provisions ofthc indenture rclating to thc duties of the trustee, if an cvcnt ofdefault shall occur and bc
continuing, the trustcc will be under no obligation to exercise any of its rights or powcrs undcr thc indcnture at thc request or
direction olany ofthc holders, unlcss the holders have offcred to the trustcc reasonable indcmnity. Indenture, Section 7.2
Thc indenturc providcs that wc must periodically file statcments with the trustee regarding compliancc by us with all
conditions and covcnants contained in thc indenture. Indenture, Section 4.6
Modiftcation of Indenlure. Wc may modifu thc indenture, without notice to or thc consent of any holders of dcbt
securitics, with respect to certain mattcrs, including:
to add onc or more covenants or othcr provisions for the benefit ofholders ofdcbt securitics ofonc or more serics
or to surrendcr any of our rights or powers, and
to cure any ambiguity, defcct or inconsistency or to correct or supplement any provision which may be inconsistcnt
with any other provision ofthc indenture.
Indenture, Section 10. I
In addition, we may modifr certain of our rights and obligations and the rights ofholdcrs ofthe debt sccurities with thc
conscnt ofthe holders ofat least a majority in aggregatc principal amount ofthe outstanding debt securitics affected by thc
modification. Indenture, Section I 0.2
No amendmcnt or modification may, without thc consent ofeach holdcr ofany outstanding debt security affected:
change the stated maturity ofany debt security,
reduce the principal amount of, or the rate of interest on, or thc amount ofany premium on, or any amount payablc
on redemption of, or extend thc timc for payment or change thc method ofcalculating inkrcst on, any dcbt security,
or reduce thc amount of principal ofan original issue discount sccurity that would be duc and payablc upon
acceleration of maturity,
impair thc right to institutc suit for the cnforcemcnt of any payment with respcct to any debt sccurity,
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reduce thc pcrcentage in principal amount ofoutstanding dcbt securities of any scrics necessary to modifo or amcnd
the indenture, or to waive compliance with certain provisions of thc indenture or dcfaults or events of default and
their consequences, or
subordinate any debt securitics to any other ofour indebtedncss.
lndenture, Section I 0.2
Waiver, The holdcrs of not less than a majority in aggregate principal amount of thc outstanding debt securities of any
scrics may waive any default or cvcnt ofdefault with rcspcct to that serics, cxcept payment and bankruptcy defaults.
Indenture, Section 6. I 0
Defeasance. Unless wc state otherwisc in the prospectus supplcment relating to the debt securities of a particular
series, the indenturc provides that we shall be dischargcd from our obligations under thc indenture with respect to any series
of dcbt securities at any time prior to the maturity datc or redemption of that series when we meet ccrtain requiremcnts
specified in thc indenture, including
when we havc incvocably dcpositcd with thc trustee, in trust,
sufficient funds to pay the principal of and premium, ifany, and interest to the maturity date or rcdcmption on, the
debt securitics ofthat series, or
an amount ofdirect obligations of, or obligations guaranteed by, the United Statcs govemment as will be sufficient,
without consideration ofany rcinvestmcnt ofany accrued incomc on those obligations, to pay when duc the
principal ofand prcmium, ifany, and intcrcst to the maturity datc or redemption on, the debt sccurities ofthat
series, and
when we have paid all other sums payable with rcspect to the dcbt securities of that series.
Upon thc dischargc ofthc indenturc with rcspcct to a particular serics, the holdcrs ofdebt securities ofthat scries shall
no longer be entitled to thc benefits ofthc indcnture, cxcept for purposes ofregistration oftransfcr, exchangc and replacemcnt
oflost, stolen or mutilatcd debt securities. Indenture, Sections l2.l and 12.2
Concerning the Trastee. Wc and our affiliatcs may conduct banking transactions with the trustcc or its affiliates in the
normal course of busincss.
BOOK.ENTRY SYSTEM
We may issue all or some of thc first mortgage bonds and debt sccurities in book-cntry form, which mcans that global
notcs, not certificatcs, will represent the securities. Ifwc issue global notcs rcpresenting any securities, thc following
provisions will apply to all book-entry sccurities:
Unless othcrwise indicated in thc applicablc prospectus supplement, the Depository Trust Company, New York, NY,
which wc refer to as "DTC," will act as sccurities depository for thc securities. We will issue the securitics as fully-registercd
securitics rcgistered in thc name ofCedc & Co., DTC's partncrship nomince, or such othcr name as may be requested by an
authorized representative ofDTC. Wc will issue one or morc fully-registcrcd security certificates for each issuc ofthe
sccurities, in the aggregatc principal amount ofthe issuc, and wc will dcposit the ccrtificatcs with the corporatc tnrstee to hold
as agcnt for DTC. We and the tmstee will trcat Cede & Co. as thc holdcr of the securitics for all purposcs.
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DTC has informed us that it is a limited-purpose trust company organized under thc Ncw York Banking Law, a "banking
organization" within thc meaning of the New York Banking Law, a member of thc Fcdcral Reserve System, a "clcaring
corporation" within thc meaning ofthe New York Uniform Commercial Code, and a "clcaring agency" registered pursuant to
the provisions ofSection l7A ofthe Securitics Exchangc Act of 1934, as amended. DTC also facilitatcs thc post-trade
settlement among dircct participants ofsales and othcr securitics transactions in dcpositcd securities through electronic
computerizcd book-cntry transfers and pledgcs betwcen dircct participants'accounts. This eliminates the need for physical
movcmcnt of securities certificates. Direct participants include both U.S. and non-U.S. sccuritics brokers and dealers, banks,
trust companies, clcaring corporations, and certain othcr organizations. DTC is a wholly-owned subsidiary ofThc Dcpository
Trust & Clearing Corporation, or DTCC. DTCC is thc holding company for DTC, National Securities Clearing Corporation
and Fixed Income Clearing Corporation, all ofwhich are registered clearing agcncics. DTCC is owned by the users ofits
regulated subsidiarics. Access to the DTC system is also available to others such as both U.S. and non-U.S. securitics brokcrs
and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a
dircct participant, cithcr directly or indirectly. The DTC rules applicable to its participants are on file with the SEC. Morc
information about DTC can be found at www.dtcc.com and www.dtc.org.
Purchases ofsccurities under the DTC systcm must be made by or through direct participants, which will receive a credit
for the securities on DTC's records. The owncrship interest of each actual purchaser, the bcneficial owner, is in tum to be
recorded on the direct and indircct participants'rccords. Beneficial owners will not rcccive written confirmation from DTC of
their purchase. Bcncficial owncrs arc, howcver, cxpcctcd to receivc written confirmations providing details ofthe transaction,
as well as pcriodic statcmcnts oftheir holdings, from thc direct or indirect participant through which the beneficial owner
entercd into the transaction. Transfers ofowncrship intcrcsts in the securities are to bc accomplished by entries made on thc
books ofdircct and indirect participants acting on bchalfofbcneficial owners. Bcncficial owncrs will not receive certificates
representing their ownership interests in thc sccuritics, cxcept in thc cvent that use ofthe book-cntry system for the securitics
is discontinucd.
To facilitatc subsequent transfers, all securities dcpositcd with DTC are rcgistcrcd in thc name ofDTC's partncrship
nominee, Ccdc & Co., or such other name as may bc requested by an authorizcd rcprcscntativc of DTC. The deposit of
sccurities with DTC and their registration in the namc ofCede & Co. or such other DTC nomincc do not cffect any change in
bcneficial owncrship. DTC has no knowledge ofthc actual beneficial owncrs ofthe securities. DTC's rccords reflect only thc
identity ofthe dircct participants to whose accounts the securities arc crcdited, which may or may not be the beneficial
owncrs. Thc dircct and indirect participants will remain responsible for keeping account ofthcir holdings on behalf oftheir
customers.
Convcyancc of notices and other communications by DTC to direct participants, by dircct participants to indircct
participants, and by dircct participants and indirect participants to beneficial owncrs will bc governed by arrangcmcnts among
thcm, subject to any statutory or regulatory requircmcnts that may be in effect from timc to timc.
Rcdemption noticcs will be sent to DTC. If less than all of the securities within an issuc are being redeemed, DTC's
practice is to dctcrminc by lot the amount ofthe interest ofeach direct participant in thc issuc to be redeemed.
Ncithcr DTC nor Cede & Co., nor any othcr DTC nomincc, will consent or votc with rcspcct to the securities unlcss
authorized by a dircct participant in accordancc with DTC's money market instrument proccdurcs. Under its usual procedures,
DTC mails an omnibus proxy to the issucr as soon as possible aftcr the record date. The omnibus proxy assigns Cede & Co.'s
consenting or voting rights to those direct participants to whose accounts the securitics arc crcditsd on the record datc,
identificd in a listing attached to the omnibus proxy.
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Redemption proceeds and distributions, including principal and intcrcst payments, on thc securitics will bc made to
Cede & Co., or such othcr nominee as may bc requcstcd by an authorized representative of DTC. DTC's practice is to crcdit
direct participants' accounts upon DTC's receipt of funds and corresponding detail information from us or the trustee on the
payablc datc in accordance with their respective holdings shown on DTC's records. Paymcnts by participants to beneficial
owners will be govcmed by standing instructions and customary practices, as is the casc with sccurities held for the accounts
of customers in bcarcr form or rcgistercd in strcct namc. Payment by participants to bencficial owners will be the
responsibility of the participants and not ofDTC, thc trustee or us, subject to any statutory or regulatory requirements as may
be in effect from time to time. Payment ofredcmption proceeds and distributions to Ccde & Co., or such other nominec as
may bc requestcd by an authorized reprcsentativc of DTC, is our responsibility or the rcsponsibility ofthe trustee.
Disbursemcnt ofsuch payments to direct participants will be the responsibility ofDTC, and disbursement ofsuch payments
to the bcneficial owncrs will bc thc responsibility ofdirect and indirect participants.
In case ofany optional tender for or mandatory purchase ofsecurities, pursuant to their terms, a beneficial owner shall
give noticc to clcct to havc its sccurities purchascd or tcndered through its participant to thc tcndcr/remarketing agcnt and
shall effect delivcry ofthc securitics by causing the dircct participant to transfer the participant's intcrest in thc sccuritics, on
DTC's records, to thc tendcr/remarketing agent. Thc rcquircment for physical delivery of securitics in conncction with an
optional tcnder or a mandatory purchase will bc dcemcd satisfied when the ownership rights in thc securities are transfcncd
by direct participants on DTC's records and followcd by a book-cntry crcdit of tendcrcd securitics to the tcndcr/rcmarkcting
agcnt's DTC account.
DTC may discontinue providing its services as dcpository with rcspcct to thc sccuritics at any time by giving reasonable
notice to us. Undcr such circumstances, in the cvent that a succcssor depository is not obtained, security ccrtificates are
required to bc printed and delivered.
We may dccidc to discontinue use of thc systcm ofbook-cntry-only transfers through DTC, or a successor securities
depository. In that event, security certificates will bc printcd and delivcred to DTC.
Neithcr wc, the trustcc, any paying agcnt, nor the registrar for the securities will havc any rcsponsibility or liability for
any aspect of thc records relating to or payments madc on account ofbcncficial owncrship interests in a global security or for
maintaining, supcrvising or reviewing any records rclating to thcsc beneficial ownership intcrests.
Thc information in this section concerning DTC and DTC's book-entry system has bccn obtained from sources that wc
believc to bc rcliable, but we take no responsibility for the accuracy thereof.
Thc undcrwriters, dealers or agents ofany ofthc sccurities may be direct participants ofDTC.
USE OF PROCEEI}S
Unless wc statc otherwise in the prospectus supplcmcnt, wc will add thc nct proceeds from the sale ofthe securitics to
our general funds. We may use our general funds for any ofthe following purposes:
to acquirc propcrty,
to construct, complctc, cxtcnd or improvc our elcctric facilities,
to improve or maintain our servicc,
to rcdcem, pay at maturity or purchase outstanding first mortgage bonds and dcbt sccuritics, and
to rcpay short-tcrm borowings.
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The precise amount and timing ofthc application of such procccds will depend on our funding requircments, market
conditions and the availability and cost ofother funds. Ifwe do not usc the proceeds immcdiately, we may temporarily invest
them in short-tcrm instruments.
PLAN OF DISTRIBUTION
Methods of Offer and SaIe
We may sell thc securities offered by this prospectus:
through underwriters or dealers,
through agcnts,
directly to a limited number ofpurchascrs or to a single purchaser, or
through a combination ofany ofthosc mcthods ofsalc.
ThroughUndenoritersorDealers. Ifwcuseunderwritcrsinthesale,theunderwriterswillbuythesecuritiesfortheir
own account. The underwriters may rescll the sccurities in onc or morc transactions, including negotiated transactions, at a
fixed public offcring pricc or at varying priccs determined at the time of the sale. Thc underwriters may sell the sccurities
directly or through undcrwriting syndicatcs that managing underwritcrs represent. Unlcss we state otherwisc in thc prospcctus
supplemcnt, the obligations ofthe underwritcrs to purchase the securities will be subjcct to certain conditions, and thc
underwriters will be obligated to purchase all ofthe securitics ifthey purchase any ofthem.
Ifwe use a dealcr in thc sale, we will scll thosc securities to thc dealer as principal. The dcaler may then rescll thc
sccurities to the public at varying prices detcrmined at the timc of resalc.
Any initial public offcring pricc and any discounts or conccssions allowed or reallowed or paid to dealers may be
changed from timc to time.
Through Agents. We may from timc to time designate onc or more agents to scll the securities. Unless wc statc
otherwise in thc prospectus supplemcnt, any agent will agree to usc its best efforts to solicit purchases for the pcriod of its
appointment.
Directly. Wc may sell the securities dircctly to one or more purchascrs. In this casc, thcre will be no undcrwriters or
agcnts.
General Information
The prospcctus supplcmcnt will statc:
thc namcs ofany underwritcrs, dcalcrs or agents, and thc amounts of sccuritics underwritten, purchascd or sold by
each ofthcm,
thc tcrms of thc securities offcrcd,
thc purchasc price ofthe sccuritics and the procecds we will rcceive from thc salc,
any initial public offering pricc,
any discounts or commissions and other items constituting undcrwriters'or agcnts' compensation, and
any discounts or concessions allowed or reallowcd or paid to dealers.
We may authorizc underwriters, dealcrs or agents to solicit offcrs from certain institutions. We may sell thc securities to
these institutions for delayed delivery at a spccified date in thc futurc. At that time, they will pay the public offcring price on
the terms we describc in the prospectus supplcment.
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We may agrcc to indemnify underwritcrs, dealers and agcnts against ccrtain civil liabilitics, including liabilitics under
thc Sccuritics Act.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
Thc SEC allows us to incorporate by refercnce information into this prospectus, which means that we can disclose
important information to you by referring you to other documents filcd scparately with thc SEC. The information
incorporated by reference is considered to bc part ofthis prospectus. We incorporate by rcfcrcncc the following documcnts
that we filed with thc SEC (SEC filc numbcr l -3 198):
Annual Rcport on Form l0-K for the year ended Dcccmber 31, 2015, filcd on Fcbruary 18, 2016,
Quarterly Rcport on Form l0-Q for thc quarter ended March 31,2016, filed on April 28,2016, and
Current Rcports on Form 8-K filcd on March 9,2O16 and March 18, 2016.
Wc also incorporatc by reference all documents we subsequently filc pursuant to Scctions I 3(a), l3(c), I 4 or I 5(d) ofthe
Exchange Act aftcr thc date ofthis prospcctus and before wc tcrminate the offering. Wc are not incorporating by reference
any documents or portions of documcnts that arc not deemcd "filed" with the SEC, including any information fumished
pursuant to Items 2.02 or 7.01 ofForm 8-K.
Some of thesc rcportE, however, are filcd on a combined basis with our parcnt, IDACORP, Inc. Information contained in
these reports relating to IDACORP, Inc. is filcd by that company on its own behalfand not by us.
Any statement contained in a documcnt incorporated or deemcd to bc incorporated by rcfcrcnce or deemed to bc part of
thc prospcctus shall bc deemed to be modificd or superseded for purposes of the prospcctus to the extent that a statement
contained in the prospcctus or in any othcr subsequently filcd documcnt which also is or is deemed to be incorporated by
rcference or deemcd to bc part ofthc prospcctus modifics or rcplaces such statemcnt. Any statemsnt containcd in a document
that is deemed to bc incorporated by rcfcrencc or deemed to bc part ofthe prospectus after the most recent cffectivc date may
modifo or replace cxisting statcmcnts contained in the prospcctus. Any statement so modified shall not be dcemed in is
unmodified form to constitute part ofthe prospcctus for purposcs ofthe Securities Act. Any statcment so superscdcd shall not
bc deemed to constitutc part ofthe prospcctus for purposes ofthc Sccurities Act.
We will providc to each person, including any beneficial owncr, upon request, to whom this prospectus is dclivered, a
copy ofany or all ofthc information that has bcen incorporated by rcfcrence in this prospcctus but not dclivcrcd with this
prospectus. You may obtain a copy ofthis information at no cost, by written or oral requcst to us at the following address:
Shareowner Scrvices
Idaho Power Company
l22l Wcst Idaho Street
Boise, Idaho 83702
Telephonc 208-388-2200
You may also acccss these documcnts at http://www-idacorpinc.com.
We take responsibility only for information containcd or incorporated by refercncc in this prospectus, the applicable
prospectus supplemcnt, and thc applicablc pricing supplement, ifany. We have not authorizcd any other person to provide
you with different information. Ifanyonc providcs you
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with difforent or inconsistent information, you should not rely on it. We are not making an offcr to sell these securities in any
jwisdiction whcre the offer or sale is not permitted.
You should assume that the information appearing in this prospectus is accurate as ofthe date ofthis prospectus only.
Our busincss, financial condition and results ofoperations may have changed sincc that date.
WHERE YOU CAN FIND MORE INFORMATION
We filc annual, quarterly and current reports and other information with thc SEC. Thc public may rcad and copy any
materials we file with the SEC at the SEC's public reference room located at 100 F Street, N.E., Washington ,D.C.20549.
The public may obtain information on the operation ofthe public referencc room by calling the SEC at l-800-SEC-0330. The
SEC maintains an internet site tlat contains reports, proxy and information statcmcnts, and othcr information regarding
issuers that file clectronically with the SEC. The address of that site is htp://www.scc.gov. Information about us is also
available at our website at hup://www.idahopower.com. However, the information on our website is not a part of this
prospcctus.
This prospectus is part ofa registration statement on Form S-3 that wc filed with thc SEC rclating to the securities
covercd by this prospectus. This prospectus does not contain all the information included in the registration statemcnt. You
may rcview a copy ofthe registration statement at the SEC's public refercncc room or on thc SEC's intemct site refcrred to
abovc.
LEGAL MATTERS
Unless otherwise indicated in the applicable prospectus supplement, Perkins Coic LLP, Scattle, Washington, and Brian
R. Buckham, Vicc President and Gcneral Counscl of Idaho Power Company, will pass upon the validity of the securities and
othcr lcgal mattcrs for us. Unless otherwise indicatcd in the applicable prospcctus supplcment, Sullivan & Cromwell LLP,
New York, New York, will pass upon the validity ofthe securities for any undcrwritcr, dealer or agent. Sullivan &
Cromwell LLP or othcr counsel identified in an applicable prospectus supplcment may, for mattcrs govemcd by thc laws of
thc state of ldaho, rcly upon the opinion ofPerkins Coie LLP and Mr. Buckham or such other counsel identificd in thc
applicable prospcctus supplement. Mr. Buckham owns shares of restricted common stock of IDACORP, Inc., the parent
company of Idaho Power Company, acquired uder employee benefit plans and participates in various employee benefit
plans offered to cmployees of IDACORP, Inc. and Idaho Power Company.
EXPERTS
Thc consolidated financial statements, and the related financial statement schcdule, incorporated in this prospectus by
refcrcnce from Idaho Power Company's Annual Report on Form l0-K, and thc effcctiveness of Idaho Power Company's
intcmal control over financial reporting have been audited by Dcloittc & Touchc LLP, an indcpcndcnt rcgistcred public
accounting firm, as stated in their reports (which reports cxprcss an unqualified opinion on thc consolidated financial
statcmcnts and financial statement schedule and includc an cxplanatory paragraph rcgarding thc Company's change in the
method of prescntation for dcfcned incomc taxcs), which are incorporatcd hcrcin by rcfcrcncc. Such consolidated financial
statemcnts and financial statement schedule have been so incorporatcd in rcliancc upon thc reports of such firm given upon
their authority as experts in accounting and auditing.
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With respect to the unaudited interim financial information for the periods ended March 3 I, 2016 and 2015 which is
incorporated herein by reference, Deloitte & Touche LLP, an independent registered public accounting firm, have applied
limited procedures in accordance with the standards ofthe Public Company Accounting Oversight Board (United States) for a
review of such information. However, as stated in their report included in Idaho Power Company's Quarterly Report on
Form I 0-Q for the quarter ended March 3 I , 20 I 6 and incorporated by reference herein, they did not audit and they do not
express an opinion on that interim financial information. Accordingly, the degree ofreliance on their report on such
information should be restricted in light ofthe limited nature ofthe review procedures applied. Deloitte & Touche LLP are
not subject to the liability provisions of Section I I of the Securities Act of I 933 for their report on the unaudited interim
financial information because that report is not a "report" or a "part" ofthe regisEation statement prepared or certified by an
accountant within the meaning ofSections 7 and I I ofthe Securities Act of 1933.
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PART II
INFOR.IUATION NOT REQUIRED IN PROSPECTUS
Item 14, Other Expenses oflssuance and Distribution.
The following table sets forth the estimated expenses in connection with the offering dcscribcd in this Rcgistration
Statement:
Registration fee
Accountants' fees*
Printing and engraving fees*
Lcgal fees*
Indenture recording fees*
Trustee's fees+
Rating agency fees*
Rcgulatory agency fces+
Blue Sky fees and expensesi
Othert
Total*
$t
$-*
Pursuant to Rule 415(a)(6) under the Securities Act, an aggregatc of$l 10,5 I 8 of filing fees previously paid in
connection with unsold securities ofIDACORP, Inc. registered pursuant to registration statement nos. 333-188768,
333-178023,333-155498,333-64737,ard 333-83434 will continue to bc applied to such unsold securities. Any
rcmaining filings fees arc bcing deferred pursuant to Rule 456(b) and will bc calculated in connection with the
offcring ofsecuritics under this registration statcmcnt pursuant to Rule 457(r).
These expcnscs are calculated based on the securities offered and the numbcr of issuanccs and, accordingly, cannot
bc cstimated at ftis time. They will be provided as applicable by amcndmcnt or in a filing with the SEC pursuant to
thc Exchange Act, and incorporated herein by rcfcrence, or reflected in the applicable prospectus supplement.
Item 15. Indemnification ofDirectors and Ollicers.
Scctions 30-l -850 et seq. of thc Idaho Busincss Corporation Act providc for indemnification ofeach registrants'
dircctors and officcrs in a variety ofcircumstances, which may include liabilitics under thc Securities Act of 1933, as
amended.
Articlc VIII of IDACORP, Inc.'s Articles of Incorporation, as amendcd, and Articlc l2 of Idaho Power Company's
Restated Articles oflncorporation, as amended, each provides that the applicable registrant shall indcmnify its directors and
officcrs against liability and expenses and shall advance expenscs to its directors and officcrs in connection with any
procccding to the fullest extent permitted by the Idaho Busincss Corporation Act as now in cffect or as it may be amended or
substitutcd from time to time. Article VI of IDACOM, Inc.'s Amended Bylaws and Articlc 6 of Idaho Power Company's
Amendcd Bylaws provide that each rcgistrant shall havc thc power to purchase and maintain insurance on behalfof any
director, officer, employee or agent against liability and expenses in connection with any proceeding, to the extent permittcd
undcr applicable law. Articlc VI of IDACORP, Inc.'s Amendcd Bylaws and Articlc 6 Idaho Power Company's Amended
Bylaws cach further provides that thc applicable registrant may enter into indemnification agreements with any director,
officer, employec or agent to the extent permitted under any applicable law.
II- I
Table of Contents
Pursuant to underwriting agreements filed or to be filed as exhibits to the registration statement relating to underwritten
olferings ofsecurities, the underwriters may agree to indemni! each ofeither registrants'officers and directors and each
person, ifany, who controls such registrant within the meaning ofthe Securities Act of 1933, against certain liabilities,
including liabilities under said Act and to provide contribution in circumstances where indemnification is unavailable.
Agency agreements may contain similar agreements.
Each registrant has liability insurance protecting its respective directors and officers against liability by reason oftheir
being or having been directors or offrcers. The premium, payable solely by each registrant, is not separately allocable to the
sale ofthe securities registered hereby. In addition, each registrant has entered into indemnification agreements with its
directors and officers to provide for indemnification to the maximum extent permitted by law. See "ltem 17. Undertakings"
for a description ofthe Securities and Exchange Commission's position regarding such indemnification provisions.
Item 15. Erhibits.
Erilbil
No.
llcludd
lom lllcNo ErlibltNo, Iht llmi6
l.l Underwitingorsellingagencyagreement forIDAC0RI,lnc.common
stock
I .2 Undenuiting u selling agency ageonent for IDAC0RP, Inc. debt
secuities
1.3 Undecniting or selling agency agreemert fu Idaho Powu Company
frst mortpgehnds
1.4 UndermitingcselliryagencyageementforldahoPower&mpany
&h secrnities
2 ApenentandPlanofErchangebetweentDAC0RP,lnc.andldaho 54 3ll-4E031 A 3/16/1998
Power Company, rlatd as oflebnwy 2, l99t
4.1 AgreemmtaldPluofMogerdatalManhl0,l989,htneenkhho S-3Poc-Ellective 3-00440 2(aXiii) 6/3fr19E9
Powa Compny, a Maim Corpu'atioq ad l&to Power Migraing Amerd No.2
Corporation
4.2 RestatedArticlesoflncorporationofldaloPowerCompnyasfiM S-3PostEffeclive 33-0M0 a(a)(xiii) 6/30/1989
withtheSesruryof SrcofldatoonJueS0, 1989 Amend.No.2
1
fi-2
Table of Contents
Irlibft
ilo Irlitil llrrhthr
h.Ld.d
lm IiLN0 Erlilitllq lhb flffiio
{.3 ShtemeilofResohlionEstablishingTemsofFleribleAucrion S-3 3345720 (aXii) 7nfi993
Series A" Serial Prtfeftd Stock, Wit[orn ParValue (ctnulative stard
value of llffi,000 pr shan)of tdaho Power Cmpatry, as fild with
t[e Secreury ofSute offtlato m Novemhr 5, l99l
4.4 Stabm€0tofR€solutionE*abliSingTermsof7.0?o/oSerialPrcfsrid S-3 33.6120 (aXiii) 7nll9!.3
Stocl, Wilhod Parvalue (c1rmulative stated valwof u00 prshrc)
ofldaho Power Compry, as frled with the Seuuary ofSute ofldaho
on June 30, I 993
4.5 Articl*ofShamExchangqufiledwiththeseofiryofslateof S-8Post-Effouive 33.56071.99 3(d) l0n/1998
tdaho otr September 29, I 998 Amend. No. I
4.6 ArticlesofAmendm€lthRestated&tichsoflncorprationofldaho l0.Q 1.3198 3(axiii) 81412000
Power Company, as filed wfth 6e Seflurry ofstale ofldatro o0
June 15,2000
4.7 tuticlesofAmeadnenttoRestatrdArticlesoflmorpontionofklaho &K l-3198 3,3 112612005
Power Compty, as filed with fte Secrtary ofState ofllaho on
Januuy 21, 2ffi5
4,E futiclesofAmendmenthRestatodtuticlesoflncorprationofllato &K 1.3198 3.3 lll$n007
Po*oCompny, as amendd as filedwithde Secretaryof Sat of
ldaho on November 19, 2007
4.9 ArticlesofAnrendmeotoResaedArticlesoflncorpratimofl&ho 8-K 1.3198 3.14 5il12012
Power Compny, asanendd as lildwitr he &retary of Sut of
Idaho on May I8,2012
II-3
Table ofContents
Eiliiir
-Is-4.10
Irh&d
HmiI
4.1 I
4.12
Ameoded Byhws ofldaho Power Compny, amendd on
November I 5, 200? ad psently il effect
Atides of Incorpration of IDACORI, Inc.
futicles of Amnfuentto Articles of tncorpntim of IDACORI,Inc.
o filed with the Seoeuy ofState ofldalo on March 9, 1998
Articla ofAnren&neat o tuticla oflncorponatim oflDAC0RP, Inc.
oerting A Series Prefemd Shcl, wilhod par valuq o fded with the
Secreury ofState ofldaho m September 17, 1998
Artichs ofAmendment to Articler oflocorpration oflDAC0R"P, Inc.,
as amended, as filed wilh the Sefictrry 0f Slate ofldaho on May 18,
2012
Amended ad Restated Byhws of IDAC0M, Inc., amenrled on
October 29, 201 4 and presently in ellect
Mortgage and M ofTrust, dated as ol0cober l, 1937, htneen
Idaho Power Company and Ihutsche Baok Trust Compy funericas
(formaty hown as Banten Trust Compy) and R. C. Page, u
Tnslees
Idalm Power Compary Supplemental Iillcnnres to Moflgage ad M
ofTnst:
File number l-MD, as Erhibit B-2-a, First July I, 1939
File number 2-5395, as Exhibit 7-a-1, Secon4 November 15, 1943
-t4- -@!!g- Drut-3198 32 m$nm?
lom
8-K
s.3
S-3 Amend. No. I
S-3 Pos-Effgctive
funend. No. I
&K
10{
333-il731
333-54137
331-m139.99
3.1 ll/4/199E
3.2 ll/4/198
9n21tW930)4. l3
4. l4
l0n0r0l43.r 5
8.2
1.14465
2.34t3
4, l5
4. l6
1.14465 3.r3 5,?112012
4.t1
14
Table ofContents
lrLad
_pg_ _Effilt-
Effii
Ih --&s- -.!ry- J@-
File nunber2-7237,s ExtibtlTa-4,Ihid, tfiuy I, 1947
File numbr 2-7502, r Exhfrh 7-a-5, foutt, May l, 1948
File nunber 2-839t, rs Exlibit 7-r-6, Fiffh, November l, 1949
File numbs 2-E9?3, o khfrit ?-a-7, Silt, 0cder I, l95l
Filenumber2-12941,u Ertibit2{-8,Seveofr, Juory l, 1957
Fib nunhr 2.1368E, s Eilibir4-J, Eigttt, July 15, 1957
File nurbs 2-13689, u Extibit [K, NinS, Novcmhr 15, 1957
Filenmber2-142{5, rhtibil4-1. Td, AFil I, l95t
tihnub,er2.14366asExhftit2-1, El€ycr6, &10t8 15, l95E
File omber 2J4935, as Exhibit 4-N, Twelfth, May 15, 1959
Iilcmber2.lMCasEriibit4{, Itittcmth,Novembr 15, l9fi
File numba2-1t977, r Erhftit4{, Foulceo$, November l, 196l
File numhr 2-2298& u Extitit +e16, Fiffeeolh, S@fober 15, 196(
Fih number 2.24578, u Ertftit 4-8.17, Sixbcnth, AFil I, 1966
Iile nrmber2-25fi9,askiibit4-&lt,Sevattott, fteher I, 19ff
II-5
Table of Contents
[ilitil
-!s-Drt$il llailhr
File numb,er 2-4520, as Exhibit 2(c), Eighherth, September l, 1972
Iih number 2-49854, o Exhibit 2(c), Nineteenth, Jaruary I 5, I 974
File number 2.51722, as Exhibit 2(cXi), Twentieth, Augut l, 1974
Iile nlraber 2-51722, a Exhftit 2hxii), Tverty"fi$t,october 15,
t974
Fih number 2-57374, as Exiibit 2(c), Twetrty-second, Novembu 15,
1976
Fih numkr 2.62035, as Exhibit 2(c), Twenty-third, August 15, 1978
Iile number 33-34222, as Exhibit 4(dxiii), Tweoty.fouab,
Septmhr l, 1979
File number 33-34222, as Exhibit 4(d)(iv), Twenty-fiflh, Novembn I ,
l98l
tih number 33-34222, as Exhibit 4(dxv), Twenty.sirth, May l, 1982
tile rrmb,cr 33-3422, as Erhibit 4(d)(vi), Twety**enth, May l,
l9t6
File number 33-00440, as Exhibit (c[ir), Twenty-ei$th, Iune 30,
1989
Iile number 33-34222, as Exhibit 4(dxvii), Twenty.ointh, Jaauy l,
t990
File number 33-65720, as Exhibit (dxiii), lhinie$, lorwy l, l99t
lih number 33.65720, as Exhibit (d[iv), thiny-fust, Awust 15,
l99l
Fih number 33-65720, as Exhibit (d)(v), Thirty.secoo( March 15,
DN
Ixhdd
[m Iihilc [rlfritli lhb [Git
II.6
Table ofContents
Erlitit
NG
lxld.d
Im flht{q Etliltfc Dtb f,ffiit
Fih nurnhr3S-5520, as hhibit4(dxvi),Itftty-thid, AFil l, 1993
Fih nrmber l-3 198, tmm &K, fild m 120M3, as Exhibit 4,
ltirty-forlt, December I, 193
Filenumber l-3198, Fmm 8-& fild m ll/21/00,as Ex[ibit 4,
ltiny-fi fr, Novcmk l, 2000
File numb,er l-319E, Fmm &lq fiH otr 10/1,01, as Exhibit 4,
Itfty-sixth, 0chhr l, 2ml
File number l-3198, Fffm &K, filed on 4/16103, u Exhibit4,
thily-seveoth, April l, 2003
Iile number l-3198, torm 10{ forthe quaner endd June 30,2003,
filed on 8/7/03, as Exhibit 4(a)(iii), Ihrty-oighth, May 15, 2003
File numb,er l-3198, Iorm l0{ forthe qualer ended Septsmber 30,
2003, filed on I l/6/03, as Extibit 4hxiv), Ihity-ninth, &tober I,
2003
File nunber lJl98, Iom &K liM oo 5/10/05, asExhibit4, Fotioh,
May 1,205
Iilc number l-3198, Frm &K lild on l0/1U06, as Ex[ibit 4,
FnE-fr$,0chbn 1,2m6
File numk l-3198, Fum &K fildm fl4l07, as Exhibit4,
Faty+ecod,May 1,2007
Fih number lJl98, Fcm &K liled or 926/07, ar Exhibit 4,
Fmty-thid, Sqtembfr l, 2m7
File number I -3 198, Iom 8-K fild on 4/3/0E, as Erhibh 4,
fony-fouth, Apdl l, 2008
Table of Contents
Eililn_&_Erlilil ltctilbr
File number l-319E, Fom l0-K frled oo 223110, u Extibit 4.10,
Fofiy-fi flh, February l, 2010
Filenrmb l-319E, Frrn &K fildm 018/10, as Exhibit4,
Icty+ixtb,Jue 1,2010
Filenunk l-3198, fmm &K liled m 7/l?J13, u [xhr]it4.l,
torty-seventh, Juty l, 2013
Fum ofStpplemenul Indentun nlaing to the ldaho Pover Company
fint mortgage hnds
Idaho Power Company hsrument of luther Asuanct relating to
Mongage and Deed ofTrust, datrd u ofAugust 3,2010
Instuments relating to ftlaho Powu Company Anuican Falls bond
guarmtee
Agreunent ofldato Power Compoy to firnish catain debt
iNtumeils
Agreement oflDACORP, Inc. t0 ftmist c€rbh debt hstunetrh
Indtntue for Sedor Deh S*uities datd as ofFebnury l, 2001,
htneer IDAC0RP, lnc. md Deutsche BantTrust Company Amairxs
(fomoly hom u Banlen Trust Compaay), as tustee
tint Suplemental In&ntre rhtal as of Febnury l, 2001 t0 Infufie
lor Senior Debt Sernities rhld as ofFebnrry l, 2001 betweetr
IDACORP, Inc. and Deunche BailTrust Compary Amuius
(formerly hown as Banlcn Tnst Company), as ru$et
IrLdrdFm
-.qls- -E4!I&- -EE- -E@L
4.lE
4.19 8/5/20104.12
4(b)
4(0
l0-Q
10{
l-319E
1.3198
33.65720
1.14465
1.14465
1.r4465
l0-Q
8.K
8"K
4.2t
4.22
4.21
4.24
(cXii) l1/02m3
4.t nf,nmt
4.2 nSnmt
II.8
Table ofContents
Eili}T
Ng
4.25
4.26
4.27
5.1
(t
l2.l
t2.2
l5.l
15.2
tr$ilk!.f!&!
Form ofSupplernental Indentre t0 Indenffe for IDAC0RP, Inc.
SeniorDebt Secrnitiu dated u ofFebruary 1,2001, reluing to lhe
IDAC0RP, Im. debt secudties (imluding fmn ofdebl security)
hden[r€ for Debt Seorities dated as of August l, 2ffi1 betweer l&ho
Power Cornpany aad Danscte Bok Tru$ Conpatry Anericas
(formaly hown u BankusTrust Comp&y), astustee
Fmm ofSupplemental Indentrne rclating to the klaho Power Company
deh secudties
0piniou and conseil of Putins Coie LLP ngding mlidity of t[€
IDAC0RP, Inc. sauities hing nghtued
Ophion and consent ofPerkins Coie LtP rcpdingvalidity ofthe
I&ho Powu Compaly secuities beingrc$slercd
IDAC0M, Inc. Computation ofRatio ofEamings to Fixed Charges
and Supplemental Rrtio ofErmings to lixed Charges
Idaho Powr Oompaay Compuhtioo ofRalio ofEanings to Fixd
ChrgerandSrryplemenul Raio of Eamingsto lixd Ctarga
Letter fiom Deloitb & Touche LLP reguding rmarditd intrim
financial informatior of IDAC0RP, Im.
Lrfier from Deloift & Touche LLP ngarding rmarditd inurim
finamial informaion ofklaho Powu Company
I.oilnt dbYLftnE
khdrd
_I9g_ ril.ile xrifrililq _Eg_ _E@!_x
l-14465
l-3198
4n8n0$t0{
l0{
n-9
Table ofContents
[rlibil_&_IxhdrdIm _!!&__ EdibltNG _!tE_ _@i!!_
23.1 CmsentofDeloiue & Touche LLP witlrxpecttothe fmancial
stalmerb of IDACORI, lm.
23.2 Consmt ofDeloite & Toucte LLP with reryect to the finaocial
statemens offthlo Powu Compaly
23.3 Consent ofPertins Coie LLP (inclded in the opinion filed as
Exhibit 5.1 t0 6h Regi$alio0 Slat€mmt)
23.4 Cms€ilof Perths CoieLLP(inchdediafu opinionfiledas
Exhfril 52 b tis Regismtion Slatemert)
24.1 IDAC0RP, Inc. Dincton'PowoofAttuncy(apeasonthe signatre
pge to this Registalion Staleme{t)
24.2 ldato Power Company Directors'Power ofAttoney (appean on t[e
signaffi page to fiis Regbradm Staiement)
25.1 tom T-1, Shtsmed ofEligrtility uder the Trust hdertur Act of
1939 ofDeunche Banl TostCmpny Amricas, Tm$re, mder$e
llaho Power Company Mofigageond Deed of Trustpunruntlowhich
Ldaho Power Company fr$ mortgage bonds may h irsued
25.2 FrmT-1, Statementof Eligibility undertheTrust hdedur Act 0f
1939 of De$che Bant Trust Compny Americas (fomuly ho*n as
Balt€rs Trust Compa[y} Trustee undertte ldaho Power Company
Debt Secrrities Ifibntue daed ar ofArgust l, 2ffi1 puxrrart h whic[
klafio PowerCompary debt secuities my be isued
[_10
[ilibit
l{c
25.3
Tabfe sfeaalc4lc
Imhd.d
trhihil D&rintbr [rlibit f{a Drt H.Fiti
Form T-1, Satement ofEligibility undcr Ihc Tnrst Indcntre Act of
I 939 of Deutschc Bank Trusl Company Americas, Trustee, under the
IDAC0RP, Inc. Indentue for Senior Debt Sccwities punuant t0 which
the IDAC0RP, Inc. dcbt securities may be issucd
To be filcd in a current report on Form 8-K or by amendmcnt, as contemplated by Item 601(b)(l) ofRegulation S-K
under the Sccuritics Act.
Item 17. Undertakings,
(a) Each ofthc undersigned registrants hereby undertakes:
( I ) To file, during any period in which offers or sales arc being made, a post-effcctive amendment to this
registration statcment:
(i) To includc any prospcctus required by section I 0(a)(3) of the Securitics Act of I 933;
(ii) To rcflcct in the prospcctus any facts or events arising after the effectivc date of the registration statement
(or thc most recent post-effective amendment thcrcof) which, individually or in the aggregate, rcprcscnt a
fundamcntal change in the information set forth in the registration statement. Notwithstanding the forcgoing, any
increasc or dccrcase in volume of sccurities offered (ifthc total dollar value ofsccurities offered would not exceed
that which was rcgistered) and any dcviation from the low or high end ofthe cstimated maximum offering range
may be reflccted in thc form of prospectus filed with thc Commission pursuant to Rule 424(b), if, in the aggregatc,
thc changes in volume and price rcpresent no morc than 20o/o cbange in thc maximum aggregate offcring price set
forth in thc "Calculation of Rcgistration Fee" table in thc effective registration statcment;
(iii) Toincludeanymatcrialinformationwithrespccttotheplanofdistributionnotpreviouslydiscloscdinthe
rcgistration statement or any matcrial change to such information in the rcgistration statement;
Provided, however, that paragraphs (aXlXi), (aXlXii) and (a)(l)(iii) abovc do not apply ifthe registration statement
is on Form S-3 and the information rcquircd to be includcd in a post-effective amcndmcnt by those paragraphs is
contained in rcports filcd with or fumishcd to the Commission by the registrant pursuant to Section l3 or Scction l5(d)
ofthe Securitics Exchange Act of 1934 that are incorporated by reference in the rcgistration statement, or is contained in
a form of prospcctus filed pursuant to Rule 4240) that is part ofthe registration statcmcnt.
(2) That,forthcpurposcofdetcrmininganyliabilityunderthcSecuritiesActofl933,cachsuchpost-cffectivc
amendment shall bc dcemed to be a ncw rcgistration statement relating to the securitics offcrcd thcrcin, and the offering
of such securitics at that timc shall bc dccmed to be the initial bona fide offering thcrcof.
(3) To remove from registration by mcans ofa post-effective amendment any ofthe securitics bcing rcgistered
which rcmain unsold at the termination of the offering.
II.I I
Table ofContents
(4) That,forthcpurposeofdetcrminingliabilityundertheSecuritiesActofl933toanypurchaser:
(A) Each prospectus filcd by thc registrant pursuant to Rulc 424(b)(3) shall bc dccmcd to bc part of the
registration statement as ofthc date thc filcd prospectus was deemcd part ofand includcd in the rcgistration
statement; and
(B) Each prospectus rcquired to be filed pursuant to Rulc 4240)(2), OXs) or (b)(7) as part of a registration
statement in reliancc on Rulc 4308 rclating to an offcring made pursrurnt to Rule 4 I 5(a)( I )(i), (vii) or (x) for the
purpose ofproviding thc information rcquired by section l0(a) ofthe Securitics Act of 1933 shall be deemed to be
part ofand included in the rcgistration statcmcnt as ofthe earlier ofthe datc such form of prospcctus is first used
after effectiveness or the datc of thc first contract ofsale ofsecurities in thc offcring dcscribed in the prospcctus. As
provided in Rule 430B, for liability purposcs ofthe issuer and any person that is at that datc an underwriter, such
date shall be deemed to be a ncw cffcctivc date of the registration statement rclating to thc securities in the
rcgistration statement to which that prospcctus relates, and the offering ofsuch securitics at that time shall be
deemed to be the initial bona fide offcring thcrcof. Provided, however, that no statcmcnt madc in a rcgistration
statement or prospectus that is part ofthc rcgistration statement or madc in a documcnt incorporalcd or deemed
incorporated by reference into thc registration statement or prospectus that is part ofthc registration statement will,
as to a purchaser with a time ofcontract of sale prior to such effective datc, superscdc or modifo any statement that
was made in the registration statcmcnt or prospectus that was part ofthe registration statement or made in any such
document immediately prior to such cffcctive date.
(5) That, for the purposc ofdctcrmining liability ofthe registrant undcr the Sccuritics Act of 1933 to any purchaser
in thc initial distribution ofthc sccuritics:
Each ofthe undersigncd registrants undcrtakes that in a primary offering ofsecurities ofthc undcrsigned registrant
pursuant to this registration statcmcnt, rcgardlcss ofthc undcrwriting mcthod uscd to scll thc sccuritics to thc purchaser,
ifthe securities are offered or sold to such purchascr by mcans of any of thc following communications, such
undcrsigned registrant will bc a sellcr to thc purchascr and will be considcrcd to offer or scll such securitics to such
purchaser:
(i) Any preliminary prospcctus or prospectus ofsuch undersigncd rcgistrant rclating to thc offering rcquired
to bc filed pursuant to Rulc 424;
(ii) Any free writing prospcctus rclating to the offering prepared by or on bchalf of such undcrsigned
registrant or used or referred to by thc undcrsigncd rcgistrant;
(iii) The portion of any othcr frcc writing prospectus relating to the offcring containing material information
about such undersigncd registrant or its sccurities provided by or on behalfofsuch undersigned registrant; and
(iv) Any othcr communication that is an offer in the offering made by such undcrsigncd registrant to the
purchaser.
ft) Each of the undersigncd rcgistrant hcrcby undertakes that, for purposes of detcrmining any liability under the
Securities Act of 1933, each filing ofsuch rcgistrant's annual report pursuant to Section I3(a) or Scction l5(d) ofthe
Securities Exchange Act of I 934 (and, whcrc applicable, each filing ofan employee benefit plan's annual report pursuant to
Scction I 5(d) ofthc Sccuritics Exchangc Act of I 934) that is incorporated by reference in the rcgistration statement shall be
deemed to be a new registration statemcnt rclating to thc sccuritics offcred therein, and the offcring of such sccuritics at that
timc shall bc deemed to be the initial bona fide offcring thereof.
lt-t2
Table ofcontents
(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons ofeach registrant pursuant to the foregoing provisions, or otherwise, each registrant has been
advised that in tho opinion ofthe Securities and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities
(other than the payment by such registrant ofexpenses incurred or paid by a director, officer or controlling person ofthe
registrant in the successful defense ofany action, suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the applicable registrant will, unless in the opinion of its counsel the matter
has been settled by conrolling precedent, submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication ofsuch
issue-
II.I 3
Table ofContents
POWEROFATTORNEY
Each person whose signaturc appears below hereby constitutes and appoints Darrel T. Anderson, Steven R. Keen and
Kenneth W. Petersen as his or her true and lawful attorney-in-fact and agent, with full power of substitution, for him or her
and in his or her name, place and stead, in any and all capacities, to sign any and all supplcments and amendments (including
post-effective amendments and registration statcments filed pursuant to Rule 462(b) ofthe Securities Act) to this registration
statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attomeys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she
might or could do in person, hcreby ratifying and confirming all that said attomeys-in-fact and agents, or their substitutes,
shall do or cause to be done by virtue hercof.
SIGNATURES
Pursuant to the requirements ofthe Securities Act of I 933, the registrant certifies that it has reasonable grounds to
believe that it meets all ofthe requirements for filing on Form S-3 and has duly caused this registration statement to be signed
on its behalfby the undersigned, thcreunto duly authorized, in the City ofBoise, State ofldaho, on the 20'h day ofMay,2O16.
IDACORP, INC.
By:/s/ DARREL T. ANDERSON
Darrel T. Andcrson
President and Chief Executive Oficer
Pursuant to the requirements of the Securities Act of I 933, this registration statement has becn signcd by the following
persons in the capacities and on the datcs indicated.
Robert A. Tinstman
/Y DARREL T. ANDERSON
Sigmture
/YROBERTA. TINSTMAN
Title
Chairman of the Board
Prcsident and ChiefExecutive OIIicer and
Director
Senior Vicc President, Chief Financial Officcr,
and Treasurer
Vice President, Controller, and Chief
Accounting Officer
il-14
Drte
May 2O,2016
May 2O,2O16
May 20,2016
May 20,2016
Danel T. Andemon
/s/ STEVEN R. KEEN
Steven R. Keen
/s/ KENNETH W. PETERSEN
Kenneth W. Petersen
Table of Cotrt€nts
Slciltun
/s/ THOMAS CARLILE
Tltle D.tc
May 20,2016
May20,2016
May 20,2016
May20,2016
May20,2016
May 20,2016
May20,2O16
May20,2016
Thomas Carlile
/s/RICHARD J. DAHL
Richard J. Dahl
/s/RONALD W. JIBSON
Rooald W. Jibson
/s/JLJDITHA. JOHANSEN
Judith A. Johansen
/S/DENNIS L. JOHNSON
Dennis L. Johnson
/s/ J. LAMONT KEEN
J. IaMont Keen
/s/ CHRISTINE KING
Christine King
/VRICHARD J. NAVARRO
Richard J. Navarro
Director
Director
II-15
Table ofContents
POWEROFATTORNEY
Each person whose signature appears below hereby constitutes and appoints Darrel T. Anderson, Steven R. Keen and
Kenneth W. Petersen as his or her true and lawful attorney-in-fact and agent, with full power ofsubstitution, for him or her
and in his or her name, place and stead, in any and all capacities, to sign any and all supplements and amendments (including
post-effective amendments and registration statements filed pursuant to Rule 462(b) ofthe Securities Act) to this regisfation
statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attomeys-in-fact and agents firll power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that said attomeys-in-fact and agents, or their substitutes,
shall do or cause to be done by virtue hereof.
SIGNATURES
Pursuant to the requirements ofthe Securities Act of 1933, the registrant certifies that it has reasonable grounds to
believe that it meets all ofthe requirements for filing on Form S-3 and has duly caused this registration statement to be signed
on its behalfby the undersigned, thereunto duly authorized, in the City of Boise, State of ldaho, on the 20u day ofMay, 2016.
IDAHO POWER COMPANY
/Y DARREL T. ANDERSON
Darrel T. Anderson
President and Chie/ Executive Oficer
Punuant to thc requirements ofthe Securities Act of 1933, this registration statement has been signed by the following
persons in the capacities and on the dates indicated.
Sipnrturc
/V ROBERTA. TINSTMAN
By:
4Titlc
Robert A. Tinstman
/Y DARREL T. ANDERSON
Chairman of the Board
President and ChiefExecutive Officer and
Director
Il{.ay 20,2016
May 20,2016
Darrel T. Anderson
/Y STEVEN R. KEEN
Steven R. Keen
/s/ KENNETH W. PETERSEN
Senior Vice President, Chief Financial Officer, May 20,2016
and Treasurer
Vice President, Controller, and Chief
Accounting Officer
II-I 6
May 20,2016
Kenneth W. Peterc€n
Table of Coutents
Sbmturt
/VTHOMASCARLILE
Thomas Carlile
/Y RICHARD J. DAHL
May 20,2016
May 20,2016
ltday20,2016
May20,2016
May 20,2016
May20,2O16
May 20,2016
May 20,2016
Richard J. Dahl
/s/RONALD W. JIBSON
Ronald W. Jibson
/YJI.]DITHA. JOHANSEN
Judith A. Johansen
/V DENNIS L. JOHNSON
Dennis L. Johnson
/VI. LAMONTKEEN
J. IaMont Keen
/Y CHRISTINE KING
Christine King
/VR]CHARD J. NAVARRO
Richard J. Navarro
Director
Director
\-17
Table ofContents
Exhibit
l.lt
t.2t
1.3 t
1.4 t
4.1 8
4.25
4.27
5.1
EXHIBIT INDEX
Underwriting or selling agency agreement for IDACOM, Inc. common stock
Underwriting or selling agency agreement for IDACORP, Inc. dcbt sccuritics
Underwriting or selling agency agrccment for Idaho Power Company first mortgage bonds
Underwriting or selling agency agreement for ldaho Power Company dcbt securities
Form of Supplemental Indenturc relating to the Idaho Power Company first mortgage bonds
Form of Supplemental Indentue to Indcnture for IDACORP, Inc. Scnior Dcbt Securities datcd as of
February l, 2001, rclating to thc IDACORP, Inc. debt sccuritics (including form of debt security)
Form of Supplemental Indenturc relating to the Idaho Power Company dcbt sccurities
Opinion and consent ofPerkins Coie LLP regarding validity ofthe IDACORP, Inc. securities being
registered
Opinion and consent ofPerkins Coie LLP regarding validity ofthc Idaho Power Company sccuritics being
rcgistcred
5.2
l5.l Lcttcr from Deloitte & Touche LLP regarding unauditcd intcrim financial information ofIDACORP, Inc.
15.2 Lcttcr from Deloitte & Touche LLP regarding unaudited intcrim financial information ofldaho Power
Company
23.1 Consent of Deloitte & Touche LLP with respect to thc financial statemcnts of IDACORP, Inc.
23.2 Consent of Deloitte & Touche LLP with respect to the financial statcmentE of Idaho Power Company
23.3 Consent of Perkins Coie LLP (included in the opinion filed as Exhibit 5.1 to this Registration Statement)
23.4 Conscnt of Pcrkins Coie LLP (included in thc opinion filcd as Exhibit 5.2 to this Rcgistration Statcmcnt)
24.1 IDACORP, Inc. Directors' Power of Attomey (appcars on the signature page to this Rcgistration Statement)
24,2 Idaho Power Company Directors' Power ofAttomey (appears on thc signaturc page to this Registration
Statement)
25.1 Form T-l , Statement of Eligibility under thc Trust Indcnture Act of 1939 of Deutsche Bank Trust Company
Americas, Trustce, under the Idaho Power Company Mortgagc and Dccd of Trust pursuant to which Idaho
Power Company first mortgage bonds may be issued
25.2 Form T- l , Statemcnt of Eligibility under the Trust Indcnturc Act of 1939 of Dcutsche Bank Trust Company
Amcricas (formerly known as Bankers Trust Company), Trustcc undcr tho Idaho Power Company Dcbt
Sccuritics Indcnturc datcd as ofAugust l, 2001 pursuant to which Idaho Power Company debt securities
may be issued
25.3 Form T-1, Statement of Eligibility under the Trust Indcnture Act of 1939 of Dcutsche Bank Trust Company
Americas, Trustee, under the IDACORP, Inc. Indcnturc for Scnior Dcbt Sccuritics pursuant to which the
IDACORP, Inc. debt securities may be issued
To be filed in a current report on Form 8-K or by amendment, as contcmplatcd by ltcm 601 (b)(l ) of Rcgulation S-K
under the Securities Act.
Erhtbtt 4.18
IDAHOPOWERCOMPANY
TO
DEUTSCHE BANK TRUST COMPANY AMERICAS
As Trustee under its Mortgage and Deed of Trust
dated as ofOctober I, 1937.
Supplemental Indenture
providing among otherthings forBonds of Series
Dated as of ,201
I'ABLE OF CONTENTS(')
Parties and Recitals
Granting Clause and Property Description
ARTICLE I Description of Bonds of
Section l. General terms and redemption provisions
Section 2. Exchange and transfers ofBonds
Section 3. Form ofBonds
Section 4. Temporary Bonds
ARTICLE II Issue ofBonds of
Section 5. Issue ofBonds
ARTICLE III Covenants
Section 6. Application ofOriginal Indenture
Section 7. Lawful ownership
Section 8. Annual certificat€ as to defaults
ARTICLE IV The Trustee
Acceptance oftrust
Recitals deemed made by the Company
ARTICLE V Miscellaneous Provisions
Meanings of terms
Severability
Binding obligation
Incorporation of rights of Trustee
Successors and assigns
Delivery of information and documents
Ratification and confirmation
Counterparts
Signatures and seals
Acknowledgnents
Affidavits
Series
Series
Pagc
t
5
6
9
9
to
l0l0
1l
Itlt
lll2
t2
12t2
t2
t2
12
l3
l5
l8
( I ) This table of contents shall not have any beariug upon the interpretation of this Supplemental Indenture.
i
SUPPLEMENTAL INDENTURE, datcd as of thc day of ,201 madc and entcred into by and
between IDAHO POWER COMPANY, a corporation of the State of Idaho (succcssor by mcrger to Idaho Powcr Company, a
corporation of the State of Mainc, hereinafter sometimes called thc "Maine Company"), whosc addrcss is l22l Wcst ldaho
Street, Boise, Idaho 83702-5627 (hereinaftcr sometimes called the "Company"), party ofthc first part, and DEUTSCHE
BANK TRUST COMPANY AMERICAS, formerly known as Bankcrs Trust Company, a corporation of the Statc of Ncw
York whose post office address is 60 Wall Street, New York, New York 10005, party ofthc second part (hcrcinafter
sometimes called the "Trustee") as Trustec undcr thc Mortgage and Deed of Trust datcd as of October I , 1937 hercinafter
referred to.
WHEREAS, thc Maine Company has heretofore executcd and delivered to the Trustee its Mortgagc and Dccd of
Trust (hercinafter somctimes referred to as the "Original Indenturc"), dated as ofOctober l, 1937, to sccure the paymcnt both
ofthe principal ofand interest and prcmium, ifany, on all Bonds at any time issucd and outstanding thcrcundcr and to declarc
thc terms and conditions upon which Bonds arc to bc issucd thcreunder; and
WHEREAS, thc Maine Company was merged into thc Company on June 30, 1989; and
WHEREAS, in order to evidence the succession of thc Company to the Maine Company and thc assumption by thc
Company of the covenants and conditions of the Maine Company in thc Bonds and in the Original Indenture, as
supplemented, contained, and to enable the Company to have and excrcisc thc powers and rights ofthe Maine Company
under the Original Indenture, as supplemented, in accordance with the terms thercof, the Company cxccutcd and dclivcrcd to
the Trustcc a Twenty-eighth Supplemental Indenture, dated as ofJune 30, 1989 (which supplcmcntal indenturo is hercinaftcr
sometimes called thc "Twenty-eighth Supplemental Indenture"); and
WHEREAS, said Twenty-eighth Supplcmcntal Indenture was rccordcd in thc records of thc County of Elko,
Nevada; the Counties of Baker, Grant, Hamey, Malheur, Union and Wallowa, Oregon; the Counties of Ada, Adams,
Bannock, Bcar Lake, Bingham, Blaine, Boise, Bonnevillc, Buttc, Camas, Canyon, Caribou, Cassia, Clark, Elmorc, Gem,
Gooding, Idaho, Jefferson, Jerome, Lcmhi, Lincoln, Minidoka, Oneida, Owyhcc, Payctte, Power, Twin Falls, Valley and
WashinSon, Idaho; the Counties of Lincoln and Sweetwatcr, Wyoming; and with thc Sccrctary of Statc of thc Statcs of
Idaho, Montana, Oregon, Nevada and Wyoming; and
WHEREAS, pursuant to a written rcqucst of thc Company under Section 103 of thc Original Indcnturc, Stanley
Burg, succcssor Individual Trustce (as defincd in thc Original Indenture) to R.G. Pagc undcr thc Original Indcnturc, was
removed as Individual Trustee under the Original Indenture, elfcctivc as ofMay 18,2016 and (i) his right, titlc or intcrcst in
and to the trust estate and (ii) all the right, title, and powers ofthc Trustees (as defined in thc Original Indenturc) undcr thc
Original Indenturc dcvolved upon the Trustee and its successors alonc; and
WHEREAS, in accordancc with the tcrms of thc Original Indcnturc thc Mainc Company or thc Company has
cxecuted and delivcred to the Trustee the following supplemental indcnturcs in addition to thc Twcnty-cighth Supplcmcntal
Indcnturc:
D6igtr.tion Drted oc of
SccondSupplemental Indenture November 15, 1943
Seventeanth Supplemortal Indenture
Eighteenth Supplemental Indcnturc
Nineteenth Supplemental Indenture
Twentieth Supplemental Indenture
Twenty-first Supplemental Indenture
Twenty-second Supplemental Indenture
Twenty-thfud Supplemental Indenture
Twenty-fourth Supplemental Indenture
Twenty-fi fth Supplemental Indenture
Twenty-sixth Supplemental Indenture
Twenty-seventh Supplemental Indenture
Twenty-ninth Supplemental Indenture
Thirtieth Supplemental Indenture
Thirty-first Supplcmcntal Indenturc
Thirty-second Supplemental Indenture
Thirty-third Supplemental Indenture
Thirty-fourft Supplemental Indenture
Thirty-fi fth Supplemental Indenture
Thirty-sixth Supplemental Indenture
Thirty-seventh Supplemental Indenture
Thirty-eighth Supplemental Indenture
Thirty-ninth Supplemental Indcnture
Fortieth Supplemental Indenture
Forty-fi rst Supplcmcntal Indenture
Forty-second Supplemortal Indenture
Forty-third Supplemental Indenture
Forty-fourth Supplemental Indenture
Forty-fi fth Supplemental Indenture
Forty-sixth Supplemental Indenture
Forty-seventh Supplemental Indenture(2)
(2) Here will be inserted additional, executed supplemental indentures
2
Drted ac of
May l, 1948
November l, 1949
Octobcr l, l95l
January l, 1957
July 15, 1957
November 15, 1957
April I, 1958
October 15, 1958
May 15, 1959
November 15, 1960
November l, l96l
September 15,1964
April l, 1966
October l, 1966
Scptember l, 1972
January 15,1974
August l, 1974
October 15, 1974
November 15,1976
August 15, 1978
Septcmber l, 1979
November l, l98l
May l, 1982
May l, 1986
January I,1990
January l, l99l
August 15, l99l
March 15, 1992
April l, 1993
December l, 1993
Novembcr l, 2000
October 1,2001
April 1,2003
May 15,2003
Octobcr 1,2003
May l,2005
Octobcr l, 2006
lllay 1,2007
September l, 2007
April I,2008
February I, 2010
June l,2010
July l,2013
each ofwhich is supplemental to the Original Indenture (the Original Indenture and all indentures supplemental thereto
together being hereinafter sometimes referred to as the "Indenture"); and
WHEREAS, the Original Indenture and said Supplemental Indentures (except said Fifteenth
:) have each been recorded in the records ofthe County ofElko, Nevada; the Counties of Ba
Union and Wallowa. Oreson: the Counties of Ada. Adams. Bannock. Bear Lake. Bineham.
lndenture) have each been recorded in the records ofthe
rtal Indentures (except said Fifteenth Supplemental
ofElko, Nevada; the Counties ofBaker, Grant, Hamey,
Malheur, Union and Wallowa, Oregon; the Counties of Ada,Bannock, Bear Lake, Bingham, Blaine, Boise,
iem. Goodine. Idaho. Jefferson. Jerome. Lemlt
Lincoln, Minidoka, Oneida, Owyhee, Payette, Power, Twin Falls, Valley and
Sweetwater. Wvomins: and with the Secretary of Statc of the States of ldaho.
of Lincoln and
Bonneville, Butte, Camas, Canyon, Caribou, Cassia, Clark, Elmore, Gem, Gooding, Idaho, Jefferson, Jerome, Lemhi,
Lincoln, Minidoka, Oneida, Owyhee, Payette, Power, Twin Falls, Valley and Washington, Idaho; the Counties of LinrLrncoln, Minldoka, onetda, uwyhee, fayette, Power, I wln lalls, valley and washrngton, ldaho; the uounues ot Llncoln an
Sweetwater, Wyoming; and with the Secretary of Statc of the States of ldaho, Montana, Oregon, Nevada and Wyoming; and
WHEREAS, the Maine Company or the Company has heretofore issued Bonds, under and in accordance with the
terms ofthe Indenture in the following series and aggregate principal amounts:
TJ"T:[T 'HIl?$*ar l..rd ortd.ndlno
5-TF,000-ST' -Tne-
3-ll8% Series due 1973 18,000,000 None2-314%Srries&rel977 5,000,000 None
3% Series due 1978 10,000,000 None
2-314%o Se,ries dre 1979 12,000,000 None
3-ll4% Series due l98l 15,000,000 None
4-1i2% Series due 1987 20,000,000 None
4-3l4YoSeies due 1987 15,000,000 None
4% Series due April 1988 10,000,000 None
4-l/2%oSeies due October 1988 15,000,000 None
5% Series due 1989 15,000,000 None
4-718o/oSenes due 1990 15,000,000 None
4-ll2% Series due l99l 10,000,000 None
5-ll4% Series due 1996 20,000,000 None
6-tl8% Seriesdue 1996 30,000,000 None
7-314o/oSeies due 2002 30,000,000 None
8-3/8% Series due 2004 35,000,000 None
l0% Series due 2004 50,000,000 None
8-1/2% Series due 2006 30,000,000 None
9% Series due 2008 60,000,000 None
l0-l/4% Ssries due 2003 62,000,000 None
First Mortgage Bonds, 1984 Series l0,t 00,000 None
16.l@lo Sedesdue 199l-1992 50,000,000 None
Pollution Control Series A 49,800,000 None
8.65% Series due 2000 80,000,000 None
9.50% Series due 2021 75,000,000 None
8% Series due 2004I 314% Seies due2027
Secured Medium-Term Notes, Series A
Secured Medium-Term Notes, Series B
Secured Medium-Term Notes, Series C
Secured Medium-Term Notes, Series D
Secured Medium-Term Notes, Series E
Pollution Control Series B
Secured Medium-Term Notes, Series F
Pollution Control Series C
Secured Medium-Term Notes, Series G
Secured Medium-Term Notes, Series H
Secured Medium-Term Notes, Series I
Secured Medium-Term Notes, Series J
which bonds are hereinafter sometimes called bonds ofthe First through
Princlpd PrinclprlAmount AmounlIrrued Out3tr[dlnc$ 25,000,000 None50,000,000 None50,000,000 None190,000,000 None197,000,000 None200,000,000 None
200,000,000 100,000,000
245,000,000 245,000,00049,800,000 49,800,000
200,000,000 200,000,000
116,300,000 116,300,000t00,000,000 100,000,000
130,000,000 130,000,000
500,000,000 500,000,000370,000,000 370,000,000(3)
Series; and
WHEREAS, the Company, in accordance with the provisions of the Indenture and pursuant to appropriate
resolutions of its Board of Directors, has duly determined to make, execute and deliver to the Trustee this
Supplemental Indenture for the purposes herein provided, including the issuance of a Series of Bonds under the
Indenture, in the aggregate principal amount ofup to Million Dollars ($ ), to be designated as "First
Mortgage Bonds, 7o Series due " ["First Mortgage Bonds, Secured Medium-Term Notes,Series "l(4) Oerein sometimes called the "Bonds of Series"); and
WHEREAS, it is also now desired, for the purpose of more effectually carrying out the purposes of the Original
Indenture, to confirm specifically the subjection to the lien thereofand ofthe Indenture ofthe certain property acquired by the
Company in addition to the property specifically described in the Original Indenture and in said Firs! Second, Third, Fourth,
Fifth, Sixth, Seventh, Ninth, Tcnth, Eleventh, Twelfth, Thirteenth, Fourteenth, Sixteenth, Sevcnteenth, Eighteenth,
Nineteenth, Twenty-first, Twenty-second, Twenty-third, Twenty-fourth, Twenty-fifth, Thirty-sixth, Thirty-seventh,
Thirty-ninth, Fortieth, Forty-first, Forty-fourth, Forty-fifth, Forty-sixth and Forty-seventh(5) Supplemental Indentures; and
WHEREAS, all things necessary to make said Bonds of Series, when duly authenticated by the Trustee
and issued by the Company, valid and legally binding obligations of the Company and to make the Original Indenture, as
heretofore
Here will be inserted additional outstanding series ofbonds,
Bracketed language will be inserted in lieu ofwords "First Mortgage Bonds, % Series due " in any
supplemental indenturc relating to the issuance ofFirst Mortgage Bonds which are designated "Secured Medium-Term
Notes, Series
Here will be inserted additional, executed supplemental indentures.
(3)
(4)
(s)
supplemcnted and as supplemented hereby, a valid and legally binding instrumcnt for the security thereof, have been
pcrformed, and the execution and dclivery ofthis Supplemental Indenturc and the issue ofsaid Bonds as in this
Supplcmental Indenture provided have been in all respects duly authorized:
NOW, THEREFORE, THIS INDENTURE WITNESSETH:
That in consideration ofthe premises and of One Dollar to it duly paid by the Trustee at or before the ensealing and
dclivcry ofthcse presents, the reccipt whereof is hcreby acknowledgcd, and in ordcr to sccurc thc payment both ofthe
principal ofand interest and premium, ifany, on all Bonds at any timc issued and outstanding undcr the Indenture, according
to their tcnor and effect, and the performance ofall the provisions ofthe Indcnture and ofsaid Bonds, the Company has duly
cxccuted and delivered to the Trustee this Supplemental Indenture and has grantcd, bargained, sold, released,
convcycd, assigned, transferred, mortgaged, pledged, set over and confirmed and by thcsc presents does grant, bargain, sell,
rclcase, convey, assign, transfer, mortgage, pledge, set over and confirm unto Dcutschc Bank Trust Company Amcricas, as
Trustcc as aforesaid, and to its successor or successors in said trust, and to its and its successors, and assigrrs forever, all
property, whcther real, personal or mixed (except any hereinafter expressly exceptcd), and wheresoever situated, acquired
since thc date of said Original Indenture by and now or hereaftcr owncd by thc Company including thc following described
propcrties, rights and intcrests in property (in addition to all othcr propcrtics heretoforc subjcctcd to the licn ofthe Indenture
and not heretofore rclcased from the lien thereof)-that is to say:(6)
All othcr propcrty, whether real, personal or mixed (except any hereinafter cxpressly exceptcd), and wheresocvcr situatcd,
acquircd since thc date ofsaid Original Indenture by and now or hereaftcr owncd by thc Company.
TOGETHER with all and singular the tenements, hereditaments and appurtcnances belonging or in any wise
appcrtaining to thc aforesaid property or any part thereof, with thc revcrsion and rcvcrsions, rcmaindcr and remainders, and
(subject to the provisions of Section 57 ofthe Original Indenturc) thc tolls, rents, revcnucs, issucs, camings, income, product
and profits thcreof, and all thc estate, right, title and interest and claim whatsoever, at law as well as in equity, which the
Company now has or may hereaftcr acquire in and to the aforesaid property and franchises and evcry part and parcel thereof.
It is not intended hcrcin or hereby to include in or subject to the lien ofthc Indenh.rre, and the granting clauses hcreof
shall not bc deemed to apply to, (l) any revenues, earnings, rents, issucs, incomc or profits of the mortgaged and pledged
propcrty, or any bills, notes or accounts receivable, contracts or choscs in action, cxcept to thc cxtcnt pcrmiued by law in case
a complcted dcfault specified in Section 65 ofthc Indenture shall have occuncd and bc continuing and thc Trustee, or a
rccciver or trustee, shall havc entered upon or taken possession ofthc mortgaged and pledged property, or (2) in any case,
unlcss spccifically subjected to the lien thereof, any bonds, notes, evidences ofindcbtedness, shares ofstock, or
(6) Hcrc will be inserted propcrty dcscriptions.
othcr sccurities or any cash (except cash deposited with the Trustcc pursuant to any provisions ofthc Indcnturc) or any goods,
warcs, merchandise, equipment or apparatus manufactured or acquired for the purposc ofsale or resale in the usual course of
business.
TO HAVE AND TO HOLD all such properties, real, personal and mixed, granted, bargained, sold, released,
convcycd, assigncd, transfcrred, mortgaged, pledged, set ovcr or confirmcd by thc Company as aforesaid, or intended so to
bc, unto the Trustcc and (to the extent of its legal capacity to hold thc samc for the purposcs hereof) unto the Trustee, and its
succcssors, hcirs and assigns forever;
IN TRUST, NEVERTHELESS, for the samc purposcs and upon thc samc tcrms, trusts and conditions and subject to
and with thc same provisions and covcnants as are sct forth in the Original Indcnturc, as amended or modified by said First,
Sccond, Third, Fourth, Fifth, Sixth, Seventh, Eighth, Ninth, Tenth, Elcvcnth, Twclfth, Thirtccnth, Fourteenth, Fifteenth,
Sixtecnth, Scvcntecnth, Eighteenth, Nineteenth, Twentieth, Twcnty-first, Twcnty-second, Twenty-third, Twenty-fourth,
Twcnty-fifth, Twenty-sixth, Twenty-seventh, Twenty-eighth, Twenty-ninth, Thirtieth, Thirty-first, Thirty-second,
Thirty-third, Thirty-fourth, Thirty-fifth, Thirty-sixth, Thirty-seventh, Thirty-eighth, Thirty-ninth, Fortieth, Forty-first,
Forty-second, Forty-third, Forty-fourth, Forth-fifth, Forty-sixth and Forty-scvcnth Supplcmcntal Indcnturcs and this
(7) Supplemental Indenture.
And it is hereby covenanted, declarcd and decreed by and between thc parties hereto, for the benefit ofthose who
shall hold thc Bonds and interest coupons, or any ofthem, issucd and to bc issucd undcr the Indcnturc, as follows:
SECTION l. The
Indcnhrrc shall be Bonds of
thc Company. Thc Bonds of
ARTICLE I
Description ofBonds of Series.
Series ofBonds to bc cxccutcd, authcnticatcd and dclivered undcr and secured by the
Series, designated as "First Mortgage Bonds, 7o Series duc " of
Series shall be executed, authenticatcd and delivcrcd in accordance with the
provisions of, and shall in all respects be subject to, all ofthe terms, conditions and covcnants ofthc Original Indenture,
cxccpt insofar as thc tcrms and provisions ofthe Original Indcnturc have bccn or are amended or modified by said Firstthrough Supplemental Indentures orby this Supplcmental Indcnturc. Bonds of
Scrics shall mature on , and shall be issued as registered Bonds without coupons in dcnominations of$1,000 and
in any multiplc thcreof, and shall bear intercst, payablc on and ofeach year, at the rate of %
per annum until the principal shall have become due and payable, and, ifdefault shall bc madc in the payment ofsaid
principal whcn duc and payable, at the rate of 7o pcr annum thcrcaftcr until thc Company's obligation with rcspect to
paymcnt ofsaid principal shall have bccn dischargcd as provided in thc Indcnturc; providcd, howcver, that ifBonds of
Series shall have been declared due and payable prior to their stated maturity and such declaration shall have
bccn annulled as provided in the Indenture,
(7) Hcre will be inserted additional, executed supplemental indentures.
6
thc principal ofsuch Bonds shall not bc dccmcd to have been so dcclarcd due and payablc. Thc principal ofand interest and
premium, ifany, on thc Bonds of Series shall be payablc at the office or agency ofthe Company in the Borough
of Manhattan, Thc City ofNcw York, and, at thc option ofthe Company, intcrest on each said Bond may also bc payable at
thc office of thc Company in Boise, Idaho, in such coin or currcncy of the United Starcs of America as at the time of payment
shall be legal tendcr for public and privatc dcbts. The interest on thc Bonds of Scrics, whethcr in tcmporary or
dcfinitive fbrm, shall be payable without presentation of such Bonds and (subject to thc provisions ofthis Section I ) only to
or upon thc written order ofthe registercd holders thereof.
Except as provided in the next succceding sentence of this Scction 1, each Bond of Serics shall bc dated
thc date ofits authcntication and interest shall bc payable on the principal represented thcreby from the or
, as thc case may be, next preceding the date thereof to which interest has bccn paid, unlcss the date thereof is aor to which intcrcst has been paid, in which case such interest shall bc payable from such date or
unless such date is prior to , in which case interest shall bc payable from . Each Bond of
Serics authenticated bctween the record datc for any interest paymcnt date and such intcrest payment date shall be dated the
date ofits authentication, but interest shall bc payable from such interest payment datc; provided, however, that ifthc
Company shall dcfault in the payment ofthc intcrest due on such intcrcst payment date, any Bond of Scries so
authenticated shall bcar intercst from the or , as the case may bc, next prcccding the datc ofsuch
Bond, to which intercst has been paid.
Interest on any Bond of Scrics shall be paid to thc registered holder ofsuch Bond of
Scries, or, notwithstanding the canccllation thereof, the Bond of Series in exchange or substitution for which
such Bond shall havc been issued, at the closc of business on the applicablc record date; provided, howevcr, that if the
Company shall dcfault in the payment ofthc interest due on any intcrest payment date on thc principal representcd by any
Bond of Series, such defaulted intcrcst shall be paid to thc rcgistered holder ofsuch Bond (or any Bond or Bondsof Scries issued upon transfer or cxchange thereof) on thc datc ofpayment ofsuch defaultcd intcrcst or, at the
clection ofthe Company, to the pcrson in whose name such Bond (or any Bond or Bonds of Series issucd upon
transfer or exchange thereo! is registered on a subsequent record date establishcd by notice given by mail by or on behalfof
thc Company to thc holdcrs ofBonds of Series not lcss than ten (10) days prcccding such subsequcnt rccord
date. The term "rccord date" as uscd in this Section I shall mcan, with respect to any scmi-annual interest paymcnt date, the
closc ofbusincss on or , as the case may bc, next preceding such intcrcst payment date or, in thc
case ofdefaulted intcrest, the close ofbusincss on any subscquent record date cstablishcd as provided abovc.
The Bonds of Serics, in definitive form, shall bc, at the option ofthe Company, fully engravcd or shall
be lithographed or printed on steel engravcd borders or shall be partially lithographed or printed and partially engravcd on
steel engraved bordcrs or shall be printed on safcty paper or shall bc typewritten.
(8)[SECTION l. The Series ofBonds to be executed, authenticated and delivered under and secured by
the Indenture shall be Secured Medium-Term Notes, Series , designated as "First Mortgage Bonds, Secured
Medium-Term Notes, Series " ofthe Company. The Bonds of Series shall be executed, authenticated and
delivered in accordance with the provisions of, and shall in all respects be subject to, all ofthe terms, conditions and
covenants ofthe Original Indenture, except insofar as the terms and provisions ofthe Original Indenture have been or are
amended or modified by said First through Supplemental Indentures or by this Supplemental
Indenture. Bonds of Series shall be issued from time to time in an aggregate principal amount not to exceed$ , and shall be issued as registered Bonds without coupons in the denominations of$1,000 or in any multiple
thereof; each Bond of Series shall mature on such date not less than nor more than
from date ofissue, shall bear interest at such rate or rates (which may be either fixed or variable) and have such other terms
and provisions not inconsistent with the Indenture as the Board ofDirectors or the Executive Committee ofthe Board of
Directors, which shall constitute the Executive Committee of the Company (the "Executive Committee'), may determine in
accordance with a resolution filed with the Trustee and a written order referring to this Supplemental Indenture;
the principal of and interest on each said Bond to be payable at the office or agency of the Company in the Borough of
Manhattan, The City ofNew York and, at the option ofthe Company, interest on each said Bond may also be payable at the
olfice of the Company in Boise, Idaho, in such coin or currcncy of the United States of America as at the time of payment is
legal tender for public and private debts. Interest on Bonds of Series which bear interest at a fixed rate shall be
payable semiannually on and ofeach year, unless otherwise determined by the Board ofDirectors
or the Executive Committee and set forth in a resolution filed with the Trustee referring to this Supplemental
Indenture and at maturity (each an interest payment date). Interest on Bonds of Series which bear interest at a
variable rate shall be payable on the dates (each an interest payment date) determined by the Board ofDirectors or the
Executive Committee and set forth in a resolution filed with the Trustee referring to this
Indenture.
Supplemental
Notwithstanding the foregoing, so long as there is no existing default in the payment ofinterest on the Bonds of
Series, all Bonds of Series authenticated by the Trustee after the Record Date hereinafter specified
for any interest payment date, and prior to such interest payment date (unless the date of first authentication of Bonds of such
designated interest rate and maturity is after such Record Date), shall be dated the date ofauthentication, but shall bear
interest from such interest payment date, and the person in whose name any Bond of Series is registered at the
close ofbusiness on any Record Date with respect to any interest payment date shall be entitled to receive the interest payable
on such interest payment date, notwithstanding the cancellation ofsuch Bond of Series, upon any transfer or
exchange thereof subsequent to the Record Date and on or prior to such interest payment date. If the date of first
authentication ofthe Bonds of Series ofa designated interest rate and maturity is after such Record Date and
prior to the corresponding interest payment date, such Bonds shall bear interest from the Original Interest Accrual Date but
payment of interest shall commence on the second interest payment date succeeding the Original Interest Accrual Date.
"Record Date" for Bonds of
(8) These provisions will be inserted in lieu of Section I above in any supplemental indenture relating to the issuance of
First Mortgage Bonds which are desiglatcd "Secured Medium-Term Notes, Series
Series which bear interest at a fixed rate shall mean for interest payable and for
interest payable , for Bonds of Series which bear interest at a fixed rate that is payable on other
dates, shall mean the last day ofthe calendar month preceding such interest payment date ifsuch interest payment date is the
fifteenth day of a calendar month and shall mean the fiIteenth day of the calendar month preceding such interest payment date
ifsuch interest payment date is the first day ofa calendar month, unless, in each case, otherwise determined by the Board of
Directors or the Executive Committee and set forth in a resolution filed with the Trustee referring to this
Supplemental Indenture, and for Bonds of Series which bear interest at a variable rate, shall mean the date 15
calendar days prior to any interest payment date, unless otherwise determined by the Board of Directors or the Executive
Committee and set forth in a resolution filed with the Trustee referring to this Supplemental Indenture;
provided that, interest payable on the maturity date will be payable to the person to whom the principal thereof shall be
payable. "Original Interest Accrual Date" with respect to Bonds of Series ofa designated interest rate and
maturity shall mean the date of first authentication of Bonds of such designated interest rate and maturity unless a written
order filed with the Trustee on or beforc such date shall specify another date from which interest shall accrue, in which case
"Original Interest Accrual Date" shall mean such other date specified in the written order for Bonds of such designated
interest rate and maturity.
The Bonds of Series, in definitive form, shall be, at the option ofthe Company, fully engraved or shall
be lithographed or printed on steel engraved borders or shall be partially lithographed or printed and partially engraved on
steel borders or shall be printed on safety paper or shall be typewritten.l
The holders ofthe Bonds of Series consent that the Company may, but shall not be obligated to, fix a
record date for the purpose ofdetermining the holders ofBonds of Series entitled to consent to any amendment,
supplement or waiver. Ifa record date is fixed, those persons who are holders at such record datc (or their duly designated
proxies), and only those persons, shall be entitled to consent to such amendmen! supplement or waiver or to revoke any
consent previously given, whether or not such persons continue to be holders after such record date. No such consent shall be
valid or effective for more than 90 days aftcr such record date.
[Here will be inserted redemption provisions.l
SECTION 2. At the option ofthe registered holder, any Bonds of Series, upon surrender thereoffor
cancellation at the office or agency of the Company in the Borough of Manhattan, The City of New York, together with a
written instrument oftransfer (ifso requircd by the Company or by the Trustee) in form approved by the Company duly
executed by the registered holder or by his duly authorized attorney, shall be exchangeable for a like aggregatc principal
amount and maturity ofBonds of Series ofother authorized denominations. Bonds of Series may
bear such legends as may be necessary to comply with any law or with any rules or rcgulations made pursuant thereto or with
the rules or regulations ofany stock exchange or to conform to usage with respect thereto.
Bonds of Series shall be transferable at the ollice or agency ofthe Company in the Borough of
Manhattan, The City of New York.
Notwithstanding the foregoing provisions ofthis Section 2, the Company shall not be required to make any transfen
or exchanges ofBonds of Series for a period offifteen (15) days next preceding any mailing ofnotice of
redemption, and the Company shall not be required to make transfers or exchanges ofthe principal amount ofany Bonds of
Series so called or selected for redemption.
SECTION 3. The Bonds of Series shall be substantially ofthe tenor and purport recited in the Original
Indenture, and the form thereof shall be as established by resolution of the Board ofDirectors or the Executive Committee,
which resolution may provide that any provisions of such form ofBond may appear on the reverse of such form.
SECTION 4. Until Bonds of Series in definitive form are ready for delivery, the Company may
execute, and upon its request in writing, the Trustee shall authenticate and deliver, in lieu thereof, Bonds of
Series in temporary form, as provided in Section I 5 of the Original Indenture.
ARTICLE II
Issue ofBonds of Series.
SECTION 5. The Bonds of Series for the aggregate principal amount of up to Million
Dollars ($ ) may be executed by the Company and delivered to the Trustee and shall be authenticated by the
Trustee and delivered to or upon the order or orders ofthe Company, evidenced by a writing or writings signed by the
Company by its President or a Vice President and its Treasurer or an Assistant Treasurer, pursuant to and upon compliance
with the provisions of Article V, Article VI or Article VII of the Indenture.
ARTICLE III
Covenants.
The Compeny hereby covenants, warrants and agrees:
SECTION 6. That all the terms, conditions, provisos, covenants and provisions contained in the Indenture shall
affect and apply to the property hereinabove described and conveyed and to the estate, rights, obligations and duties ofthe
Company and Trustee and the beneficiarics ofthe trust with respect to said property, and to the Trustee and its successors as
trustee of said property, in the same manncr and with the same effect as if the said property had been owned by the Company
at the time of the execution ofthe Original Indenture and had been specifically and at length described in and conveyed to the
Trustee by the Original Indenture as a part ofthe property therein stated to be conveyed.
l0
SECTION 7. That it is lawfully seized and possessed ofall ofthc mortgagcd and plcdged property described in the
clauses of thc Indenture, which has not heretoforc bccn rclcascd from the licn thcreof: that it had or has, at thegranting clauses of thc Indentwe, w thcreof; that it had or has, at the
iespectivc timcs of execution and delivery of thc Original Indenture, the First, Sccond, Third, Fourth, Fi{th, Sixth, Seventh,
Eighth, Ninth, Tenth, Eleventh, Twelfth, Thirteenth, Fourteenth, Fiftccnth, Sixteenth, Scvcntcenth, Eighteenth, Nineteenth,
thcrcon or affecting the title thereto (othcr than excepted encumbranccs) prior to the licn of the Indcnture, exccpt as set forth
in thc granting clauscs ofthe Indenture.
SECTION 8. That it will deliver to thc Trustee annually, within ninety (90) days after the close ofeach fiscal year,
commcncing with thc fiscal year 201 , a certificate from the principal cxecutive officcr, principal financial officer or principal
accounting ofTicer as to his or her knowledge ofthe Company's compliance with all conditions and covcnants under the
Indcnture. For purposes of this Section 8, such compliance shall be determincd without regard to any period ofgrace or
requircment of notice provided under the Indenture.
ARTICLE IV
The Trustee.
Thc Trustee hereby acccpts thc trust hereby declared and providcd and agrees to perform the same upon thc terms
and conditions in the Original Indenture, as heretofore supplemented and as supplemcntcd by this Supplemental
Indcnture, and in this Supplemental Indenture set forth, and upon thc following tcrms and conditions:
Thc Trustee shall not be responsible in any manner whatsoever for or in rcspcct ofthe validity or sufficicncy of this
Supplemental Indenture or the due execution hercofby the Company or for or in respcct ofthe recitals
contained hcrein, all of which recitals are madc by the Company only.
ARTICLE V
Miscellaneous Provisions.
Capitalized terms used and not otherwise defincd in this Supplcmcntal Indcnture shall have the meanings
ascribed thereto in the Indcnture.
(9) Hcrc will be inserted additional, executed supplcmental indentures.
ll
datc ofthe initial issue ofthe Bonds of
(9) Su
propcrty described
tal Indenture, good, right and lawful authority to mortgagc and plcdgc thc mortgaged and pledged
as provided in and by the Indenturc; and that such mortgagcd and plcdged propcrty is, at the actua
re Bonds of Series- free and clcar ofanv mortsape- lien- charpe or encumbrance
ano lawlul aumonty to mongagc and plcdgc thc mongaged ano pledged
: Indenturc; and that such mortgagcd and plcdged propcrty is, at the actual
Series, free and clcar ofany mortgage, lien, charge or encumbrance
In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity,
legality, and enforceability ofthe remaining provisions shall not in any way be affected or impaired thereby.
The Company represents and warrants to the Trustee that this Supplemental Indenhre has been duly and validly
executed and delivered by the Company and constitutes the Company's legal, valid and binding obligation, enforceable
against the Company in accordance with its terms.
The Trustee shall be entitled to all ofthe same rights, protections, immunities and indemnities set forth in the
Indenture as if specifically set forth herein.
This Supplemental Indenture shall be binding upon and inure to the benefit ofthe parties hereto and their
respective successors and assigrrs.
In order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to
banking institutions, including those relating to the funding ofterrorist activities and money laundering, the Trustee is
required to obtain, verifu and record certain information relating to individuals and entities which maintain a business
rclationship with tlte Trustee. Accordingly, each ofthe parties hereto agrees to provide to the Trustee upon its reasonable
request fiom time to time identifing information and documentation as may be reasonably available to it in order to enable
the Trustee to comply with such laws, rules, regulations and executive orders.
Except as hereby expressly amended and supplemented, the Original Indenture hcretofore amended and
supplemented is in all respects ratified and confirmed, and all the terms and provisions thereof shall be and remain in full
force and effect.
This Supplemental Indenture may be executed in any number ofcounterparts, each ofwhich when so
executed shall be deemed to be an original; but such counterparts together constitute but one and the same instrument.
t2
IN WITNESS WHEREOF, Idaho Power Company, party hereto of the first p8rt, caused its corporate name to be
hereunto affixed and this instrument to be signed and sealed by its President or a Vice President and its corporate seal to be
qttested !y its Secretary or an Assistant Secretary for ?r'r!d on its behalf, and Deutsche Bank Trust Company Americas, party
hereto ofthe second par! in token ofits acceptance ofthe tnrst hereby created has caused its corporate name to be hereunt6allixed and this instrument to be signed and sealed by a Vice President and its corporate seal to 5e attested by an Associate,
both on the date hereinafter acknowledge4 as ofthe day and year first above written.
IDAHO POWER COMPANY
By
Executed, sealed and delivered by
IDAHO POWER COMPANY
in the presence of:
DEUTSCHE BANK TRUST COMPANY AMERICAS
not in its individual capacity,
bul solely as Trustee
Executed, sealed and deliverod by
IIEUTSCHE BANK TRUST COMPANY
AMERICAS,
in the presence of:
STATEOF IDAHO
COIJNTYOF ADA
On the day of , in the year 201 , before me personally came ,tomeknown, who being by me duly swom did depose and say that he is the of Idaho Power Company, one
ofthc corporations described in and which executed the above instrumen! that he knows the seal ofsaid corporation; that the
seal affxed to ssid instrument is such corporate seal; that it was so affxed by order ofthe Board ofDirectors ofsaid
corporation, and thathe signed his oamethereto by like order; the said , having personally appeared
and known to meto be the ofsaid corporationthatexecuted the instumen! acknowledged to me that
said corporation executed the same.
IN WITNESS WHEREOF, I have hereunto subscriM my name and affixed my official seal the day and year in this
certificate first above written
Notary Public, State ofldaho
l5
)
) ss.:
)
STATEOFNEWYORK )
corJNTY oF NEw Y,RK ) ss':
On the day of , in the year 201 , before me personally came , to me
known, who being by me duly sworn did depose and say that he is an ofDeutsche Bank Trust
Company Americas, one ofthe corporations described in and which executed the above instrument; that he knows the seal of
said corporation; that the seal affixed to said instmment is such corporate seal; that it was so aflixed by order ofthe Board of
Directors ofsaid corporation, and that he signed his name thereto by like order; the said , having
personally appeared and known to me to be an ofsaid corporation that executed the instrument,
acknowledged to me that said corporation executed the same,
IN WITNESS WHEREOF, I have hereunto subscribed my name and alfixed my official seal the day and year in this
certificate first above written-
Notary Public, State of New York
l6
STATEOF IDAHO
COIJNTYOFADA
SubscriM and swom tobefore methis dayof ,201.
)
) ss':
)
, being first duly swom, upon oath, depoees and says: that he is an oflicer, to wit, the of
Idaho Power Company, a corporation, the mortgagor described in tlre foregoing indenture or mortgage, and makes this
aflidavit on behalfofsaid Idaho Power Company; that said indennre or mortgage is made in good faith without any design to
hinder, delay or defraud 6edito$, to secure the indebtedness mentioned or provided for therein.
Noary Public, Sate of Idaho
t7
STATEOFNEWYORK )
..LJNTY oF NEw Y.RK ) ss':
, being first duly sworn, upon oath, deposes and says: that he is an officer, to wit, an of
Deutsche Bank Trust Company Americas, a corporation, one of the mortgagees and tnrstees named in the foregoing indenture
or mortgage, and makes this affidavit on behalfofsaid Deutsche Bank Trust Company Americas; that said indenture or
mortgage is made in good faith without any design to hinder, delay or defraud oeditors, to secure the indebtedness mentioned
or provided for therein.
Subscribed and sworn to before methis day of ,201 .
Notary Public, State of New York
Exhibit 4.25
IDACOR}, INC.
TO
DEUTSCHE BANK TRUST COMPANY AMERICAS,
Trustec
SUPPLEMENTAL INDENTURE
Dated as of
TO
INDENTURE
Dated as of February I , 200 I
SENIOR DEBT SECURITIES
SUPPLEMf,,NTAL INDENTURE dated as of made and entered into by and between
IDACORP, INC., a corporation of the State of Idaho (hereinafter, subject to Article XI of the Indenture, called the "Issuer" or
the "Company"), having its principal office at l22l West Idaho Stree! Boise, ldaho 83702-5627, and DEUTSCHE BANK
TRUST COMPANY AMERICAS, formerly known as Bankers Trust Company, a banking corporation organized and existing
under the laws of the State of New York, as Trustee (hereinafter, subject to Article VII of the Indenture, called the "Trustee'),
having its principal office at 60 Wall Street, New York, New York 10005, as Trustee under the Indenture for Senior Debt
Securities dated as ofFebruary l, 2001 executed and delivered by IDACORP, Inc.
WHEREAS the Indenture dated as of February l, 2001 (herein with all indentures supplemental thereto
called the "Indenture') provides for the issuance of notes, debentures or other evidences of its indebtedness in one or more
series (hereinafter called the "Securities"), unlimited in aggregate principal amount;
WHEREAS the Indenture provides in Article III thereof that, prior to the issuance of Securities of any
series, the form of such Securities and the terms applicable to such series shall be established in, or pursuant to, the authority
granted in a resolution ofthe Board ofDirectors (delivered to the Trustee in tlre form ofa Board Resolution) or established in
one or more indentures supplemental thereto;
WHEREAS the Issuer desires by this Supplemental Indenture, among other things, to establish the
form ofthe Securities ofa series, to be titled " Notes, Series " ofthe Issuer, and to establish the terms
applicable to such series, pursuant to Sections 3.1 and l0.l(e) ofthe Indenture;
WHEREAS the execution and delivery of this
respects authorized by the provisions ofthe Indenture; and
Supplemental Indenture by the parties hereto are in all
WHEREAS all things necessary have been done to make this Supplemental Indenture a valid
agreemant ofthe Issuer, in accordance witlt its terms.
NOW THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:
For and in consideration ofthe premises, it is mutually covenanted and agreed, as follows;
shall be "
ARTICLE I.
Notes, Series
SECTION l. The title ofthe series ofthe Securities established by this Supplemental IndentureNotes,Series,due "ofthelssuer(hereinaftercalledthe"Series Notes"). TheSeries Notes shall be substantially in the form set forth in Exhibit A hereto (which is hereby incorporated herein and made
a part hereof), subject to changes in the form thereofmade by the Issuer and acceptable to the Trustee.
SECTION 2. The Series Notes shall be issued from time to time in an aggregate principal amount
not to exceed $
SECTION 3. The Series Notes may be issued in whole or in part as one or more Global Securities
and The Depository Trust Company, or a nominee thereof, shall be the Depository for such Global Security or Global
Securities, except in each case as otherwise provided in an Issuer Order with respect to any Series Notes. The Depository
for such Global Security or Global Securities representing Series Notes may surrender one or more Global Securities
representing Series Notes in exchange in whole or in part for individual Series Notes on such terns as are acceptable
to the Issuer and such Depository and otherwise subject to the terms of Section 2.4 ofthe Indenture.
SECTION 4. The Issuer hereby appoints, or confirms the appointment oi Deutsche Bank Trust
Company Americas as the initial Trustee, Securities Registrar and Paying Agen! subject to the provisions ofthe Indenture
with respect to resigntion, removal and succession, and subject, further, to the right ofthe Issuer to appoint additional agents
(including Paying Agents). An Authenticating Agent may be appointed for the Series Notes under the circumstances set
forth iq and subject to the provisions of, the Indenture.
SECTION 5. The terms ofthe Series Notes shall be as set forth in Exhibit A hereto, and shall
include the payment and other terms reflected on the respective Series Notes as actually executed, authenticated and
delivered under the Indenture. Notwithstanding the foregoing, specific terms ofparticular Series Notes (any redemption,
sinking fund or other repayment terms that differ from the provisions of Article XIV or XV of the Indenture and any terms for
satisfaction and discharge ofthe Indenture that differ from the provisions ofArticle XII ofthe Indenture) may be determined
in accordance with or pursuant to the Issuer Order with respect thereto, as referred to in Section 3.3 ofthe Indenture.
ARTICLE II.
Miscellaneous Provisions
SECTION L Thc rccitals contained herein shall bc takcn as thc statcments ofthe Issucr, and the
Trustee assumes no responsibility for thc corrcctncss of the samc. The Trustee shall not bc responsible for and makcs no
representation as to the validity, execution by any party othcr than the Trustee or sufficicncy ofthis Supplcmcntal
Indenture. The Indcnturc, as supplcmcntcd by this Supplemcntal Indcnture, is in all respecs hereby adopted, ratified
and confimed.
SECTION 2. The titlcs of thc several Articles of this Supplcmcntal Indenture shall not be
deemed to be any part hcreof.
SECTION 3. This Supplemental Indenturc may be executed in any number ofcounterparts,
cach ofwhich so execurcd shall be decmcd to be an original, but all such counterparts shall together constitutc but one and
thc samc instrument.
SECTION 4. Capitalized terms used and not othcrwise defined in this
shall have the mcanings ascribcd thercto in the Indenture.
Supplcmental Indenture
SECTION 5. In casc any provision in this Supplemental Indcnture shall be invalid, illcgal or
unenforceable, the validity, legality, and cnforceability ofthe remaining provisions shall not in any way be affected or
impaired thereby.
SECTION 6. This Supplemental Indcnture and any Securitics issucd hereunder shall be
governed by and construcd in accordance with the laws of the Statc of Idaho, except that the obligations, rights and remedies
ofthe Trustee hereundcr shall be dctcrmincd under the laws ofthc Statc ofNcw York.
SECTION 7. The Issucr rcprcscnts and warrants to the Trustee that this Supplemcntal
Indenture has been duly and validly cxccuted and delivered by the Issucr and constitutcs the Issuer's legal, valid and binding
obligation, enforceablc against the Issucr in accordance with its tcrms.
SECTION 8. The Trustcc shall be entitlcd to all of the same rights, protections, immunities and
indcmnities sct forth in the Indenture as if spccifically set forth hercin.
SECTION 9. This Supplemental Indenture shall bc binding upon and inure to the benefit of
thc parties hereto and their respective succcssors and assigns.
SECTION 10. In ordcr to comply with laws, rulcs, rcgulations and cxccutive orders in cffcct from time
to time applicablc to banking institutions, including those relating to thc funding ofterrorist activities and moncy laundering,
thc Trustcc is rcquircd to obtain, veriS and rccord ccrtain information relating to individuals and entities which maintain a
business relationship with the Trustee. Accordingly, each ofthc partics hereto agrees to providc to the Trustee upon its
reasonable request from time to time identirying information and documentation as may be rcasonably availablc to it in ordcr
to enable the Trustec to comply with such laws, rules, regulations and executive orders.
IN WITNESS WHEREOF, the parties herreto have caused this Supplemental Indenture to be duly
IDACORP, INC.
By
Name:
Tirle:
DEUTSCHE BANK TRUST COMPANY
AMERICAS, not in its individual capacrty,
but solely as Trustee
By
4
Name:
Title:
)
) ss.:
)
At Boise, ID, on this day of 20 , before me, a Notary Public in and for the County of Ada
and State ofldaho, personally appeared , the , ofIDACORP, Inc., to me personally known, who executed
the foregoing instrument on behalfofsaid corporation, and acknowledged the same to be his free act and deed in his said
capacity and the free act and deed ofIDACORP, Inc.
STATE OF IDAHO
COTJNTYOFADA
My Commission Expires:
Notary Public
EXHIBIT A
Registered
No.
CUSP
[ % Fixed Rate Note]
Original Issue Date:
Interest Accrual Date:
Interest Payment Dates:
Maturity Date:
Redemption Date(s):
Repayment Date(s):
FORM OFNOTE
ILEGENDS, IF ANY]
IDACORP, Inc.
Note, Series
Principal Amount:
Issue Price:
Redemption Price(s):
Repaymcnt Price(s):
IDACORP, Inc., an Idaho corporation (the "Company", which term includes any successor issuer under the
Indenture hereinafter referred to), for value received hereby promises to pay to or registered assigns, the
principal sum of Dollan ($ ) on the "Maturity Date", as set forth above, and to pay interest hereon as
described herein.
The principal of (and premium, if any) and interest on this Note are payable by the Company in such coin or
currency ofthe United States ofAmerica as at the time ofpayment shall be legal tender for the payment ofpublic and private
debts.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET FORTTI BELOW
WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT
THIS PLACE.
Unless the certificate of authentication hereon has been manually executed by or on behalfofthe Trustee under the
Indenture, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, IDACORP, Inc. has caused this instrument to be signed in its corporate name by the
sigratures or facsimile signatures of its President or a Vice President, and its Treasurer or an Assistant Treasurer, and its
corporate seal or a facsimile hereof to be hereon impressed, engraved or imprinted and attested by such signature or facsimile
signature ofits Secretary or an Assistant Secretary.
IDACORP, Inc.
Note, Series
l. This Note is one ofa duly authorized issue ofdebt securities (hereinafter called the "Securities")ofthe Company ofthe series hereinafter specified, all such Securities issued and to be issued under an Indenture dated as of
February 1,2001 between the Company and Deutsche Bank Trust Company Americas, formerly known as Bankers Trust
Company, as Trustee (herein called the "Trustec", which term includes any successor trustee under the Indenture), as
amended and supplemented by the First Supplcmental Indenture dated as ofFebruary 1,2001 and thc Supplemental
Indcnture dated as of (hercin callcd, the "Indenture"), to which Indenture reference is hereby made for a
statement ofrights and limitations ofrights thercunder ofthc Holders ofthe Securities and ofthe rights, obligations, duties
and immunities ofthe Trustee and ofthe Company, and the terms upon which the Securities arc and are to be authenticated
and delivered. As provided in the Indenturc, the Securities may be issued in one or more series which different series may be
issued in various aggregate principal amounts, may mature at different times, may bear intcrest, ifany, at different rates, may
be subject to different redemption provisions, ifany, may be subject to different sinking, purchase or analogous funds, if any,
may be subject to different covenants and Events of Default and may otherwise vary as in the Indenture provided or
permitted. ThisNoteisoneofaseriesdesignatedas Note,Series ,[due ](the"SeriesNotes") limited to $ in aggregate principal amount. The Series Notes may be issued at various times with
different maturity dates and different principal rcpayment provisions, may bear interest at different rates, and may otherwise
vary, all as provided in the Indenture.
2. A. The record date (the "Regular Record Date") with respect to any Interest Payment Date (as
defined below) shall be the close ofbusiness on [the last day ofthe calendar month] [the fiftcenth day ofthe calendar month]
preceding such Interest Payment Date, whether or not such date shall be a Business Day (unlcss otherwise set forth herein).
Interest that is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the person
in whose name this Note is registered at the close ofbusiness on the Regular Record Date immediately preceding such
Interest Payment Date; provided, however, that the first payment of interest on any Note with an Original Issue Date between
a Regular Record Date and the succeeding Intcrcst Payment Date will be made on the Intercst Payment Date following the
immediately succeeding Regular Record Datc to thc registered owner on such immediately succeeding Regular Record Date;
and provided, further, that interest payable at Maturity will be payable to the person to whom principal shall be payable.
"Maturity" means the date on which the principal amount hereofbecomes due and payable, whether at Stated Maturity or
earlier by declaration of acceleration, call for rcdcmption or otherwise. Notwithstanding the forcgoing, any interest that is
payable but not punctually paid or duly provided for on any Interest Payment Date shall forthwith cease to be payable to the
registered owner hereofon such Regular Record Date, and may be paid to the person in whose name this Note is registered at
the close ofbusiness on a subsequent record datc cstablished by notice given by mail, by or on behalfofthe Company to such
Holder not less than fifteen days preceding such subsequent record date, such record date to be not less than ten days
preceding the date for payment of such dcfaultcd interest, or may be paid as more fully providcd in the Indenture. "Business
Day" means any day, other than a
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Saturday or Sunday, that is not a day on which banking institutions are authorizcd or rcquircd by law or regulation to bc
closed in Thc City of Ncw York.
B. The Company promiscs to pay interest on thc principal amount from its Original Issue Datc at thc
rate pcr annum statcd on the face hereof until thc principal amount hereof is paid or madc available for payment. Unlcss
otherwise providcd hcrcin, thc Company will pay intcrcst semi-annually cach and (each an "lntcrest
Payment Datc"), commencing (except as set forth abovc in the case of a Notc with an Original Issuc Date between a Regular
Record Datc and an Interest Payment Date) with the Intercst Payment Date immcdiatcly following the Original Issue Datc
and at Maturity. If any Interest Payment Date would otherwise be a day that is not a Busincss Day, such Intercst Paymcnt
Date shall bc postponed to the next day that is a Busincss Day, and no intcrest shall accruc by reason of such delayed
payment. Each paymcnt of interest in respect of an Intcrest Payment Date shall include intercst accrued to but excluding such
Intercst Paymcnt Date. Interest on Fixed Rate Series Notes shall be computcd on thc basis of a 360{ay ycar of twelve
30-day months (unless otherwise specified hercin).
3. Payments of intcrcst (other than interest payable at Maturity) will be made by mailing a chcck to
thc Holder at thc address of the Holder appearing on thc Securities Registcr ofthe Company on thc applicable Regular
Record Datc, unlcss otherwise determined by thc Company, The principal amount hcrcof and any premium and the interest
payablc at Maturity will be paid at Maturity against prcscntation of this Note at thc officc or agency of the Company
maintaincd for that purpose in the Borough of Manhattan, Thc City of New York, or as othcrwise provided in thc Indcnturc.
4. If specified abovc, this Notc may be redeemed, as a wholc or from time to timc in part, at thc
option ofthe Company, on not less than 30 days' prior notice givcn as provided in the Indcnturc, on any Redemption
Date(s) and at thc related Rcdcmption Price(s) (cxprcssed as a pcrcentage ofthe principal amount hereof) set forth on thc facc
hereof, togcthcr with interest accrued and unpaid hcrcon to such Redemption Date. If no such Redcmption Date is set forth
on thc facc hcrcof, this Note may not be so redeemcd prior to the Maturity Datc specificd on the facc hereof. If fewer than all
the Outstanding Serics Notcs oflikc tcnor and tcrms arc to be redeemed, the particular Scries Notes to bc rcdccmcd
shall be selectcd by the Trustcc not morc than 60 days prior to thc Redemption Datc from thc Outstanding Serics Notcs of
like tcnor or tcrms not previously called for redemption. Such selection shall bc of principal amounts in increments of
$1,000. Subjcct to thc immediately preceding scntcnce, such selection shall bc made by lot. The notice ofsuch redcmption
shallspccifywhichSeries Notcsaretoberedcemed. IntheeventofredemptionofthisNoteinpartonly,anewNotcor
Notcs ofthis scrics of likc tcnor or terms for thc unrcdccmcd portion hereofwill bc issucd to the Holder hereof upon thc
cancellation hcrcof.
5. Ifspecified above, this Note will be subjcct to rcpayment at thc option ofthe Holder hercofon thc
Repaymcnt Datc(s) and at the related Rcpaymcnt Pricc(s) (cxpressed as a percentagc of thc principal amount hcrcof)
indicatcd on thc facc hereof. If no such Repayment Date is set forth on the facc hcrcof, this Notc may not bc so repaid prior
to the Maturity Datc specificd on thc facc hercof. On cach Rcpayment Date, ifany, this Notc shall be repayablc in wholc or
in part at the option ofthe Holdcr hcrcofat thc applicablc Rcpayment Price set forth on
A-3
the face hercof, togcthcr with intcrcst accrucd and unpaid hcrcon to such Repayment Datc. In ordcr for this Notc to be rcpaid
in whole or in part at the option ofthe Holder hercot thc Paying Agent must receivc not less than 30 but not more than 45
days prior to thc Repayment Date (i) the Note with thc form entitled "Option to Elcct Repayment" below duly completed or(ii) a facsimilc transmission or a lettcr from a mcmbcr ofa national securities exchangc or thc National Association of
Securities Dealcrs, Inc. or a commercial bank or a trust company in the Unitcd Statcs ofAmcrica setting forth thc namc ofthe
Holder ofthc Note, the principal amount ofthc Notc, the certificate number ofthe Notc or a description ofthe Note's tenor or
terms, dre principal amount ofthe Note to be repaid, a statemcnt that the option to elect rcpayment is being exercised thereby
and a guarantcc that the Note to be repaid with thc form entitlcd "Option to Elcct Rcpayment" on the reverse ofthc Notc duly
completed will bc rcceived by such Paying Agcnt no later than five Business Days aftcr the date of such facsimile
transmission or lettcr and such Notc and form duly complctcd arc received by such Paying Agcnt by such fifth Business Day.
Exercise of such repaymcnt option shall bc irrcvocablc. Such option may be exercised by thc Holder for less than the entireprincipal amount provided that the principal amount rcmaining oustanding after rcpaymcnt is an authorized denomination.
6. Ifan Event of Default with rcspcct to the Serics Notcs shall occur and be continuing, thc
principal ofall ofthc Series Notes may be declared due and payable in the manncr and with the effect provided in the
Indcnture.
7. The Indenture permits, with ccrtain exceptions as thercin provided, the amendment thcreofand
the modification of the rights and obligations ofthc Company and the rights of thc Holders of the Securities under thc
Indenture at any timc by thc Company with thc conscnt of thc Holders ofnot less than a majority in principal amount ofthc
Securities at thc timc Outstanding ofall scrics to bc affcctcd thcreby (voting as one class). Thc Indcnture also contains
provisions pcrmitting the Holders of a majority in aggrcgate principal amount of thc Sccurities ofany series at the time
Outstanding, on bchalfof the Holders of all Securitics of such series, to waive past dcfaults or certain Events ofDefault undcr
the Indenturc, with ccrtain cxccptions as thcrcin providcd, and thcir consequenccs with rcspcct to such series, prior to thc
accelerationwithrcspccttothcSecuritiesofsuchscrics. Inthccascofanysuchwaiver,thcHoldcrofthisNotcshallbc
restorcd to his former position and rights hereundcr, such default shall cease to exist and bc deemed to have been cured and
not to have occurred, and any related Event of Default shall be deemed to have been curcd, and not to have occurred for cvery
purpose ofthc Indenture; but no such waiver shall cxtcnd to any subsequent or other dcfault or Event of Default or impair any
right consequent thcreon.
8. No reference hercin to thc Indcnture and no provision ofthis Note or ofthe Indenture shall affcct
or impair the obligation ofthe Company, which is unconditional and absolute, to pay thc principal ofand premium, ifany,
and interest on this Notc at thc places, at the timcs, at thc ratcs, in the amounts and in thc coin or currency as prescribed
herein and in thc Indcnturc.
9. Series Notes will bc issucd in denominations of $1,000 and intcgral multiples of $1,000 in
excess thcreof.
A-4
10. As provided in the Indenture and subject to certain limitations therein set forth, this Note is
transferable on the Securities Register ofthe Company, upon surrender ofthis Note for registration oftransfer at the office or
agency of the Company to be maintained for that purpose in The City of New York. Every Note presented for registration of
transfer shall (if so required by the Company or the Secwities Regiskar) be duly endorsed, or accompanied by a written
instrument oftransfer in form satisfactory to the Company and the Securities Registrar duly executed, by the Holder hereofor
its attomey duly authorized in writing, and thereupon one or more new Series Notes oflike tenor and terms ofauthorized
denominations and for tlte same aggregate principal amount will be issued to the designated transferee or aansferees.
The Company shall not be required (i) to issue, registerthe transfer oforcxchange Series Notes to be
redeemed for a period offifteen days preceding the date ofthe mailing ofthe notice ofredemption or (ii) to register the
transfer of or to exchange any such Note or portion thereof selected for redemption, except the uffedeemed portion of any
such Note being redeemed in part.
No service charge shall be made for any such registration oftransfer or exchange, but the Company may
require payment of a sum suflicient to cover any tax or other governmental charge payable in connection therewith. Prior to
due presentment of a Note for regisration of transfer,the Company, the Trustee and any agent of the Company or the Trustee
may treat the person in whose name a Note is registered as the owner hereof for all purposes whether or not such Note be
overdue and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.
I l. Unless otherwise defined herein, all terms used in this Note which are defined in the Indenture
shall have the meaning assigned to them in the Indenture.
12. This Note shall for all purposes be governed by, and construed in accordance with, the laws ofthe
State ofldaho.
IDACORP, INC.
Name:
Title:
Name:
Title:
A-5
By:
By
Trustee's Certifi cate of Authentication
Dated:
This is one ofthe Securities ofthe series designated herein referred to in the within- mentioned Indenture.
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Trustee
Autnonzed Slgnatory
ASSIGNMENT
FOR VALLIE RECEIVED, the undersigned hereby sells, assigns and transfers unto
Please insert social security
or other identifring number
Please print or typewrirc
name and address ofassignee
the within Note, of IDACORP, Inc. and does hereby inevocably constitute and appoint attomey to
Eansfer the said Note on the books of the within-mentioned Company, with irll power of substitution in the premises.
Notice: The signa[re on this assignment must corr€spond
with the name as written upon the face of the Note in every
particular without alteration or enlargement or any change
whatsoever,
A-7
OPTION TO ELECT REPAYMENT+
The undersiped hereby irrevocably requests and instructs the Company to repay the within Note (or
portion hereof specified below) pursuant to its terms at a price equal to the applicable Repayment Price thereof together with
interest to the Repayment Date, to the undersigned at
Please print or typewrite name and address ofthe undersigned
If less than the entire principal amount of the within Note is to be repaid, specifu the portion thereof that the
Holder elects to have repaid and speci! the denomination or denominations (which shall
be in authorized denominations) ofthe Series Notes to be issued to the Holder for the portion ofthe within Note not
being repaid (in the absence ofany such specification, one such Note will be issued for the portion not being
repaid):
Date:
Note: This option is not available to a holder unless this Note contains an express provision ganting to the holder hereof
an option to elect repayment.
A-8
Exhlblt 4.27
IDAHO POWER COMPANY
TO
DELTTSCHE BANK TRUST COMPANY AMERICAS,
Trustee
SI'PPLEMENTAL INDENTURE
Dated as of
TO
INDENTURE
Dated as ofAugust 1, 2001
DEBT SECURITIES
SUPPLEMENTAL INDENTURE dated as of made and entered into by and between
IDAHO POWER COMPANY, a corporation of the State of Idaho (hereinafter, subject to Article XI of the Indenture, called
the "Issuer" or the "Company"), having its principal olfice at l 22 l West Idaho Street, Boise, ldaho 83702-5627, and
DEL-ISCHE BANK TRUST COMPANY AMERICAS (formerly known as Bankers Trust Company), a banking corporation
organized and existing under the laws ofthe Stalc ofNew York, as Trustee (hereinafter, subject to Article VII ofthe
Indenture, called the "Trustee"), having its principal office at 60 Wall Street, New York, New York 10005, as Trustee under
the Indenture for Debt Securities dated as ofAugust l, 2001 executed and delivered by Idaho Power Company.
WHEREAS the Indenture dated as of August l, 2001 (herein with all indentures supplemental thereto called the
"Indenture"), provides for the issuance ofnotes, debentures or other evidences ofits indebtedness in one or more series
(hereinafter called the "Securities"), unlimited in aggregate principal amount;
WHEREAS the Indenture provides in Article III thereof that, prior to the issuance of Securities of any series, the
form ofsuch Securities and the terms applicable to such series shall be established in, or pursuant to, the authority granted in
a resolution ofthe Board ofDirectors (delivered to the Trustee in the form ofa Board Resolution) or established in one or
more indentures supplemental thereto;
WHEREAS the Issuer desires by this Supplemental Indenture, among other things, to establish the form of the
Securities ofa series ofthe Issuer, and to establish the terms applicable to such series, pursuant to Sections 3.1 and 10. l(e) of
the Indenture;
WHEREAS the execution and delivery ofthis Supplemental Indenture by the parties hereto are in all respects
authorized by the provisions ofthe Indenture; and
WHEREAS all things necessary have been done to make this Supplemental Indenture a valid agreement ofthe
Issuer, in accordance with its terms.
NOW THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:
For and in consideration ofthe premises, it is mutually covenanted and agreed, as follows:
)
ARTICLE I.
Notes, Serics
SECTION l. The title ofthe series ofthe Securities established by this Supplcmcntal Indenture shall be "
Notcs, Scrics , duc " ofthe Issuer (hereinafter called the "Serics Notes"). The Scries Notes shall bear
intercst (computed on thc basis ofa 360{ay year oftwelve 30-day months) until thc principal amount thereof has been duly
paid or providcd for in full, at a ratc per annum equal to o/o and at the samc ratc pcr annum on any ovcrduc principal or (to
the extcnt legally cnforccable) on any overdue installmcnt of interest (the "Ovcrduc Ratc").
SECTION 2. The Serics Notes shall be limited in aggregate principal amount to S , and shall be
issucd substantially in thc form set forth in Exhibit A hereto (which is hereby incorporated herein and made a part hereof),
subjcct to changes in the form thereofmade by the Issuer and acceptable to thc Trustcc. Thc Series Notes shall mature on
Intcrcst shall be payablc [quarterly] in arrears on thc day of and
(each, an "lnterest Paymcnt Date") and at Maturity. If any Intercst Paymcnt Datc would othcrwise be a day that is not
a Busincss Day, such Interest Payment Date shall be postponed to the next day that is a Business Day. If Maturity would
otherwise bc a day that is not a Business Day, the payment ofprincipal and intcrest due at Maturity shall be made on the next
day that is a Business Day and no interest shall accrue as a rcsult of such delaycd paymcnt.
Each payment of interest with respect of an Interest Payment Datc or at Maturity shall include interest accrued to but
cxcluding such Interest Payment Date or Maturity, as the case may be (an "lntcrest Period").
Intcrest on any Series Note that is payable, and is punctually paid or duly provided for, on any lnterest Payment
Datc shall bc paid to the person in whose namc such Serics Note is registcrcd at thc closc ofbusiness on the day
ofthc month next prcceding such Interest Payment Date (the "Regular Record Datc"). In the case ofany Series Notc
issucd between a Rcgular Record Date and the initial Interest Paymcnt Datc, intercst for the pcriod beginning on the date of
issuc and cnding on thc initial Interest Payment Date shall be paid to thc pcrson to whom such Scrics Notc shall havc bccn
originally issucd. Notwithstanding the foregoing, any intcrest that is payable but not punctually paid or duly provided for on
any Intcrcst Payment Datc shall forthwith cease to be payable to the registcrcd owner ofsuch Scries Note on such Rcgular
Record Datc, and may bc paid to the person in whose name such Series Notc is rcgistcred at thc close ofbusincss on thc
Spccial Rccord Datc established by thc Issucr pursuant to Section 3.8 ofthe Indenturc or as otherwise provided in Section 3.8ofthc Indcnturc.
Paymcnts of interest on any Series Note (othcr than interest payablc at Maturity) will bc made by mailing a check
to the Holdcr at thc address ofthe Holder appearing on the Securities Register on thc applicable record date, unless otherwise
agrecd to by the Issucr.
Thc principal amount thereof and any prcmium and the interest payable at Maturity will be paid at Maturity against
presentation ofa Series Note at the office or agency ofthe Issucr maintaincd for that purposc in the Borough of
Manhattan, The City ofNew York, or as otherwisc provided in the Indenture.
[The Series
Notcs are not redccmablc prior to Maturity and the provisions of Article XIV of the Indenture are
Notes are not cntitled to any sinking fund and the provisions of Article XV ofthe Indenture are
inapplicable thcreto.l
The Series Notes are subject to the provisions ofArticlc XII ofthc Indcnturc, which providc for the satisfaction
and dischargc ofthe Indenture undcr thc circumstances and on the conditions set forth thcrein.
SECTION 3. The Series Notes may be issued in wholc or in part as onc or morc Global Securities and Thc
Depository Trust Company, or a nominee thereof, shall be thc Dcpository for such Global Security or Global Securities,
cxcept in cach casc as othcrwisc provided in a Company Order with respect to any Scrics Notcs. The Depository for such
Global Sccurity or Global Sccuritics representing Series Notes may surrcndcr onc or morc Global Securities representingScrics Notes in exchange in whole or in part for individual Scries Notes on such tcrms as are acceptable to the Issuer
and such Depository and otherwise subject to the tcrms ofSection 2.4 ofthe Indentue.
SECTION 4. The Issuer hereby appoints, or confirms the appointmcnt of, Dcutschc Bank Trust Company Amcricas
as thc initial Trustee, Securities Registrar and Paying Agent, subject to the provisions ofthe Indenture with respect to
resignation, removal and succession, and subject, further, to the right of thc Issuer to appoint additional agents (including
Paying Agcnts). An Authenticating Agent may be appointed for thc Scrics Notcs undcr thc circumstances set forth in, and
subjcct to thc provisions of, the Indenture.
ARTICLE II.
Miscellaneous Provisions
SECTION l. The recitals contained herein shall bc takcn as thc statcmcnts ofthc Issuer, and thc Trustee assumes no
rcsponsibility for the correctness ofthe same. The Trustcc shall not bc rcsponsiblc for and makes no representation as to the
validity, cxccution by any party other than the Trustee or su{ficiency ofthis supplcmcntal indcnturc. Thc Indenturc, as
supplemcnted by this supplemental indenture, is in all respects hcreby adoptcd, ratificd and confirmed.
SECTION 2. Thc titles ofthe sevcral Articlcs ofthis Supplemcntal Indcnturc shall not be deemed to be any
part hcreof.
SECTION 3. This Supplcmcntal Indenture may be executed in any numbcr ofcounterparts, each ofwhich so
cxccutcd shall bc dccmcd to bc an original, but all such counterparts shall togethcr constitutc but one and the same
instrumcnt.
SECTION 4. Capitalized terms used and not otherwise defrned in this Supplemental Indenture shall have the
meanings ascribed thereto in the Indenture.
SECTION 5. In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the
validity, legality, and enforceability ofthe remaining provisions shall not in any way be affected or impaired thereby.
SECTION 6. This Supplemental Indenture and any Securities issued hereunder shall be governed by and
construed in accordance with the laws ofthe State ofldaho, except that the obligations, rights and remedies ofthe Trustee
hereunder shall be determined under the laws ofthe State ofNew York.
SECTION 7. The Issuer represeots and warrants to the Trustee that this Supplemental Indenture has been duly
and validly executed and delivered by the Issuer and constitutes the Issuer's legal, valid and binding obligation, enforceable
against the Issuer in accordance with its terms.
SECTION 8. The Trustee shall be entitled to all of the same rights, protections, immunities and indemnities set forth
in the Indenture as ifspecifically set forth herein.
SECTION 9. This Supplemental Indenture shall be binding upon and inure to the benefit of fte parties hereto
and their respective successors and assigns.
SECTION 10. In order to comply with laws, rules, regulations and executive orders in effect from time to time
applicable to banking institutions, including those relating to the funding ofterrorist activities and money laundering, the
Trustee is required to obtain, verifu and record certain information relating to individuals and entities which maintain a
business relationship with the Trustee. Accordingly, each of the parties hereto agrees to provide to the Trustee upon its
reasonable request from time to time identifoing information and documentation as may be reasonably available to it in order
to enable the Trustee !o comply with such laws, rules, regulations and executive orders,
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed.
IDAHO POWER COMPANY
By
Name:
Title:
DEUTSCHE BANK TRUST COMPANY AMERICAS
mt in its itrdividual capacity, but solely as Trustee
By
Name:
Title:
Exhibit 5.1
May 2O,2O16
IDACORP, Inc.l22l West Idaho Shcct
Boise, Idaho 83702-5627
Re: Registration Strtement on Form S-3 Filed by
Ladies and Gcntlcmcn:
Wc havc actcd as counsel to IDACORP, Inc., an Idaho corporation (the "eqqpaly"), in connection with thc prcparation and
filing with thc Securitics and Exchange Commission (the "Commission") pursuant to the Sccurities Act of 1933, as amended
(the "Sesuiligg 4E'), and the rules and regulations promulgated thereunder (the "Rules"), ofa registration statemcnt on
Form S-3 (the "Reeistration Statement") for thc rcgistration ofthe sale from time to time ofone or more scrics ofthc
following sccurities by the Company (collcctively, the "Securities"):
(a) sharcs of the Company's common stock, without par value ('Common Stock"), and
(b) dcbt sccuritics of thc Company ("Dcbt Sccurities").
The Debt Sccuritics will bc issued in one or more series pursuant to the Indenture for Senior Debt Securities dated as of
Fcbruary 1,2001, as supplcmcntcd by all indenh.rres supplemental thereto (the "lsbllsegulilgr Indl4rulg'), bctwccn thc
Company and Dcutschc Bank Trust Company Americas (formerly known as Bankers Trust Company), as trustec (the
"Iru!cg"), which is includcd as an exhibit to the Registration Statement.
In our capacity as counsel to the Company, we have examined such documents, records and instruments as we have decmed
necessary for thc purposes ofthis opinion. As to matters of fact matcrial to the opinions expressed herein, we have rclied on
(a) information in public authority documcnts (and all opinions based on public authority documents are as ofthe datc ofsuch
public authority documcnts and not as ofthe datc ofthis opinion lefter), and (b) information providcd in ccrtificatcs of
officcrs of the Company. Wc have not indcpcndently vcrified the facts so relied on.
In such examination, wc havc assumcd the following without investigation: (a) the authenticity of original documents and thc
genuinencss ofall signatures; (b) the conformity to the originals ofall documents submitted to us as copies; and (c) thc tnrth,
accuracy and complctcness ofthc information, representations and warranties containcd in thc rccords, documcnts,
instrumcnts and ccrtificates we havc revicwed.
Bascd upon the forcgoing examination and in rcliancc thereon, and subject to (a) the assumptions statcd and in rcliance on
statemcnts of fact containcd in the documents that we havc cxamined and (b) completion ofall corporate action rcquircd to bc
takcn by thc Company to duly authorizc each proposcd issuance ofSecurities, we are ofthe opinion that:
I . With respcct to Common Stock, when the shares of Common Stock have been issued and delivercd in accordancc
with thc applicable purchase, underwriting or similar agreement against the receipt of requisite consideration
therefor providcd for thcrcin, such shares ofCommon Stock will be validly issued, fully paid and non-asscssable.
2. With respect to Dcbt Sccuritics, whcn (a) the terms ofthe Debt Securities have been established in accordancc with
thc Dcbt Securities Indenture, (b) the Debt Securities Indenture and thc supplement thcreto, if any, havc bccn
qualificd undcr thc Trust Indenture Act of 1939, as amended, (c) the applicable supplement to thc Dcbt Sccuritics
Indenture, ifany, has bccn duly authorizcd and validly executed and delivered by the Company and the trustec
thcreundcr and (d) thc Debt Sccuritics have been executed, issued, delivered and authenticated in accordance with
the terms ofthe Debt Securities Indenture, the applicable supplement thereto, ifany, and the applicable purchasc,
undcrwriting or similar agreement against the receipt ofrequisite consideration therefor provided for thercin, the
Dcbt Sccuritics will constitute legal, valid and binding obligations ofthe Company.
The forcgoing opinions are subject to the following cxclusions and qualifications:
(a) Our opinions are as of thc date hereof, and we have no responsibility to updatc this opinion for cvents and
circumstanccs occurring after the date hereofor as to facts rclating to prior cvcnts that arc subsequently brought to
our attcntion. This opinion is limited to the laws, including the rules and regulations, as in effect on the datc hcrcof,
and wc disavow any undertaking to advise you ofany changes in law.
(b) Wccxprcssnoopinionastocnforceabilityofanyrightorobligationtotheextentsuchrightorobligationissubjcct
to and limitcd by (i) thc cffcct ofbankruptcy, insolvency, reorganization, receivership, conservatorship,
arrangcmcnt, moratorium, fraudulent transfer or other laws affecting or relating to the rights ofcreditors gencrally;
(ii) rulcs govcming thc availability of spccific pcrformance, injunctive reliefor other equitable remedies and gcncral
principles ofcquity, rcgardlcss ofwhcthcr arising prior to or after the date hereofor considercd in a proceeding in
cquity or at law; or (iii) the effect offederal and state securities laws and principlcs ofpublic policy on thc rights of
indcmnity and contribution.
(c) We cxpress no opinion conccming any laws other than the laws in their current forms of the States of Idaho and
Ncw York and the federal securities laws ofthe United Statcs ofAmcrica, and wc express no opinion with rcspcct to
thc laws ofany othcrjurisdiction and expressly disclaim responsibility for advising you as to thc cffcct, ifany, that
thc laws ofany othcrjurisdiction may have on the opinions set forth herein.
Wc hcrcby conscnt to thc filing of this opinion as an exhibit to the Registration Statement and any amcndments thercto,
including any and all post-effcctivc amendments, and to thc rcfcrcncc to our firm in the prospcctus and any prospcctus
supplcmcnts rclating thercto under thc hcading "Lcgal Mattcrs." In giving such consent, we do not thcrcby admit that wc arc
in thc catcgory ofpcrsons whose consent is required under Section 7 ofthe Securities Act or relatcd Rulcs.
Vcry truly yours
/s/ PERKINS COIE LLP
PERKINS COIE LLP
Exhibit 5.2
May 20,2016
Idaho Power Company
l22l West Idaho Strect
Boise, Idaho 83702-5627
Re: Registration Strtement on Form S-3 Filed by Idaho Power Company
Ladies and Gentlcmen:
We have acted as counscl to Idaho Power Company, an Idaho corporation (the "Qppqp41y"), in connection with the
preparation and filing with thc Securities and Exchangc Commission (the "Commission") pursuant to the Securitics Act of
1933, as amended (the "Securities Act"), and the rules and regulations promulgated thercundcr (thc "Rulcs"), ofa registration
statement on Form S-3 (the "B9giltrAlignstalglqe4!') for the rcgistration of the sale from time to time of one or more serics
ofthe following securitics by the Company (collectivcly, thc "Securities"):
(a) first mortgagc bonds of the Company (thc "First Mortsage Bonds"), and
(b) unsccurcd dcbt securitics of the Company (thc "Dgb9!tul9!").
The First Mortgage Bonds will be issued in one or more scrics pursuant to the Mortgagc and Deed of Trust dated as of
October l, I 937, as supplemented by all indenturcs supplemental thereto (the "First Mortsaee Bond Indenture"), betwccn thc
Company and Dcutschc Bank Trust Company Amcricas (iormcrly known as Bankcrs Trust Company) as the Corporatc
Trustee and R.G. Page as the Individual Trustee (Stanley Burg, successor Individual Trustcc), which is included as an exhibit
to the Rcgistration Statement. Effective as of May 18, 2016, Stanley Burg was removed as the Individual Trustee under the
First Mortgage Bond Indenture, and no successor was appointed, because it was determincd that it is not neccssary that onc of
the trustees undcr the First Mortgage Bond Indcnturc bc an individual.
Thc Debenturcs will bc issued in one or more scries pursuant to an Indcnturc for Dcbt Sccurities dated as ofAugust 1,2001
(the "DebCltulgld9ltqe') bctween the Company and Deutsche Bank Trust Company Amcricas, as trustee, which is
included as an cxhibit to thc Rcgistration Statemcnt. The First Mortgage Bond Indcnture and thc Dcbenture Indenturc arc
cach referred to in this opinion as an "Indenturc."
In our capacity as counsel to the Company, wc havc cxamined such documents, records and instruments as we have decmcd
necessary for thc purposes ofthis opinion. As to mattcrs of fact material to the opinions cxprcssed herein, we have relied on
(a) information in public authority documents (and all opinions based on public authority documcnts are as ofthe date ofsuch
public authority documents and not as ofthe date ofthis opinion letter), and (b) information providcd in certificatcs of
officers ofthc Company. We have not indcpendcntly vcrificd thc facts so relicd on.
In such examination, we havc assumed the following without invcstigation: (a) the authcnticity oforiginal documents and thc
genuincncss ofall signatures; (b) thc conformity to thc originals ofall documents submitted to us as copies; and (c) the tnrth,
accuracy and completencss ofthe information, rcprcsentations and warranties containcd in the records, documents,
instruments and ccrtificates we have reviewcd.
Based upon thc foregoing examination and in reliancc thcrcon, and subject to (a) thc assumptions stated and in reliance on
statements of fact contained in the documents that wc have examined and (b) complction ofall corporate action required to bc
taken by thc Company to duly authorize each proposcd issuance of Securities, we are ofthe opinion that, when (i) thc tcrms
ofthc Sccuritics havc been establishcd in accordancc with the applicable Indenturc and thc applicablc supplement thereto, if
any, (ii) the applicable Indenture and the applicable supplcmcnt thereto, if any, have been qualified under the Trust Indenture
Act of 1939, as amended, (iii) the applicable supplemcnt, ifany, to the applicable Indcnture has been duly authorized and
validly cxccutcd and delivered by the Company and the tmstee thereunder and (iv) thc Securities have been executcd, issucd,
delivcrcd and authenticated in accordancc with thc tcrms ofthe applicable Indenturc, the applicable supplement thercto, if
any, and the applicable purchase, underwriting or similar agrcement against the reccipt of requisite consideration therefor
provided for thercin, the Securities will constitutc legal, valid and binding obligations ofthc Company.
Thc forcgoing opinions are subjcct to thc following cxclusions and qualifications:
(a) Our opinions are as of the date hereof, and wc have no responsibility to updatc this opinion for events and
circumstanccs occurring after the datc hcrcofor as to facts relating to prior cvcnts that are subsequently brought to
our attcntion. This opinion is limited to thc laws, including the rules and rcgulations, as in effect on the date hereof,
and wc disavow any undertaking to advisc you ofany changes in law.
ft) Weexpressnoopinionastoenforceabilityofanyrightorobligationtothccxtcntsuchrightorobligationissubject
to and limitcd by (i) thc cffect ofbankruptcy, insolvency, rcorganization, reccivcrship, conservatorship,
arrangcmcnt, moratorium, fraudulent transfer or other laws affecting or rclating to thc rights ofcreditors gcncrally;
(ii) rulcs goveming the availability ofspccific performance, injunctive rcliefor other equitable remedies and gcneral
principlcs of cquity, regardless ofwhether arising prior to or after the date hcreof or considered in a proceeding in
equity or at law; or (iii) the effect of fedcral and statc sccurities laws and principlcs of public policy on the rights of
indcmnity and contribution.
(c) Wc cxprcss no opinion concerning any laws othcr than the laws in their currcnt forms of the States of Idaho and
Ncw York and the fedcral sccuritics laws of the United Statcs of Amcrica, and wc express no opinion with respect to
the laws ofany othcrjurisdiction and cxprcssly disclaim responsibility for advising you as to the effect, if any, that
thc laws ofany otherjurisdiction may havc on thc opinions set forth hcrcin.
We hereby conscnt to the filing ofthis opinion as an cxhibit to the Registration Statemcnt and any amendments thereto,
including any and all post-effective amendments, and to thc reference to our firm in thc prospcctus and any prospcctus
supplcmcnts relating thereto under the hcading
"Legal Matters," ln giving such conseng we do not thereby admit that we are in the carcgory ofpersons whose consent is
required under Section 7 ofthe Securities Act or related Rules.
Very truly yours
/s/ PERKINS COIE LLP
PERKINS COIELLP
Exhlblt 15.1
May 20,2016
IDACORP, Inc.
l22l West Idaho Street
Boise, Idaho 83702
We have reviewed, in accordance with the standards ofthe Public Company Accounting Oversight Board (United States), the
unaudited interim financial information ofIDACORP, Inc. and subsidiaries for the three-month periods ended March 31,
2016 and 2015, and have issued our report dated April 28, 2016. As indicated in such report, because we did not perform an
audit, we expressed no opinion on that information.
We are aware that our report referred to above, which was included in your Quarterly Report on Form lO-Q for the quarter
ended March 3 I , 20 I 6, is being incorporated by reference in this Registration Stat€ment.
We also are aware that the aforementioned report, pursuant to Rule 436(c) under the Securities Act of 1933, is not considered
a part ofthe Registration Statement prepared or certified by an accountant or a report prepared or certifred by an accountant
within the meaning of Sections 7 and I I of that Act.
/s/ DELOITTE & TOUCHE LLP
Exhibit 15.2
May 20,2016
Idaho Power Company
I 221 West Idaho Street
Boise, Idaho 83702
We have reviewed, in accordance with the standards ofthe Public Company Accounting Oversight Board (United States), the
unaudited interim financial information ofldaho Power Company and subsidiary for the three-month periods ended
March 31, 2016 and2015, atl,d have issued our report dated April28,20l6. As indicated in such report, because we did not
perform an audit, we expressed no opinion on that information.
We are aware that our report referred to above, which was included in your Quarterly Report on Form lO-Q for the quarter
ended March 31,2016, is being incorporated by reference in this Registration Statement.
We also are aware that the aforementioned report, pursuant to Rule 436(c) under the Securities Act of 1933, is not considered
a part ofthe Registration Statement prepared or certified by an accountant or a report prepared or certified by an accountant
within the meaning of Sections 7 and I I of that Act.
/s/ DELOITTE &TOUCHE LLP
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-3 ofour reports dated February 18,
2016, relating to the consolidated financial statements and financial statement schedules of IDACOM, Inc. (which report
exprcsses an unqualified opinion and includes an explanatory paragraph regarding the Company's change in the method of
presentation for deferred income taxes), and the effectiveness of IDACORP, Inc.'s intemal control over financial reporting,
appearing in the Annual Report on Form l0-K ofIDACORP, Inc. for the year ended December 31, 2015, and to the reference
to us under the heading "Experts" in the Prospectus, which is part ofthis Registration Statement.
/V Deloitte & Touche LLP
INlay 2O,2016
Exhibit 23J
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-3 ofour reports dated February I 8,
2016, relating to the consolidated financial statomenb and financial statement schedule ofldaho Power Company (which
report expresscs an unqualified opinion and includes an explanatory paragraph regarding the Company's change in the
method ofpresentation for deferred income taxes), and the effectiveness ofldaho Power Company's internal control over
financial reporting, appearing in the Annual Report on Form lO-K ofldaho Power Company for the year ended December 31,
201 5, and to the reference to us under the heading "Experts" in the Prospectus, which is part ofthis Registration Statement.
/d Deloitte & Touche LLP
May20,2016
Exhibit 25.1
UNITED STATES
SECURITIES A]\D EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM T.1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
tr CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE
PURSUANT TO SECTTON 30s(bx2)
DEUTSCHE BANK TRUST COMPAI\IY AMERICAS
(formerly BANKERS TRUST COMPANY)
(Exact name of trustee as specified in its charter)
NEW YORr( t3-4941247
(Jurisdiction oflncorporation or (LR.S. Employer
organization ifnot a U.S. national bank) Idcntification no.)
50 WALL STREET
NEW YORrq NEW YORK 10005
(Address ofprincipal (Zip Code)
executive offices)
Deutsche Bank Trust Compeny Americes
Attention: Catherine Wang
Legal Department
60 W.ll Street,36th Floor
New York, New York 10005
(2t21250 -7544(Name, address and telephone number ofagent for servicc)
TDAHO POWER COMPANY
(Exact name of Rcgistrant as specified in its charter)
IDAHO E2.O13O9EO
(State or otherjurisdiction (IRS Employer Identification No.)
of incorporation or organization)
1221 West Idaho Street
Boise, Idaho t3702-5627
[phone]
(Address, including zip code and telephone number, including
area code, of registrant's principal executive offices)
First Mortgage Bonds
(Title of the Indenture securities)
Item l.
Item 2.
Item 3.-15.
Item 15.
General Information.
Fumish the following information as to the trustee.
(a) Name and address ofeach examining or supervising authority to which it is subject
Federal Reserve Bank (2nd Distict)
Federal Deposit Insurance Corporation
New York State Banking D@arfinent
NewYork,NY
Washington, D.C.
Albany,NY
O) Whether it is authorized to exercise corporate trust powers.
Yes.
Alllllations with Obligor,
Ifthe obligor is an affiliate ofthe Trustee, describe each such afliliation.
None.
Not Applicrble
List of Exhibits.
Erhlbit I - Restated Organization Certificate ofBankers Trust Company dated August 6, 1998, Certificste
ofAmendment ofthe Organization Certificate ofBankers Trust Company dated September 16,
1998, Certificate ofAmendment ofthe Organization Certificate ofBankers Trust Company
dated December 16, 1998, and Certificate ofAmendment ofthe Organization Certificate of
Bankers Trust Company dated February 27 ,2002 - Incorporated herein by reference to ExhibitI filed with Form T-l Statement, Registration No. 333-201810.
Exhtblt 2 - Certificate ofAuthority to commence business - Incorporated herein by reference to Exhibit 2
filed with Form T-l Statement, Registration No. 333-201810.
Exhlbtt 3 - Authorization ofthe Trustee to exercise corporate trust powers - Incorporated herein by
reference to Exhibit 3 filed with Form T-l Statement, Registration No. 333-201810.
Exhlblt 4 - Existing By-Laws of Deutsche Bank Trust Company Americas, as amended on July 24,2014,
incorporated herein by refercnce to Exhibit 4 filed with Form T-l Satement, Registration No.
333-201810.
Exbiblt5- Notapplicable.
Exhtbtt 6 - Consent ofBankers Trust Company required by Section 321@) ofthe Act. - business -
Incorporated herein by reference to Exhibit 6 filed with Form T-l Statement, Regiskation No.
333-201 810.
Exhibit 7 - A copy ofthe latest report ofcondition ofthe trustee published pursuant to law or the
requirements of its supervising or examining authority - Copy attached,
ExhtbitS- NotApplicable.
Erhibit9- NotApplicable.
SIGNATI'RE
Pursuant to the requirements ofthe Trust Indenture Act of 1939, as amended, the trustee, Deutsche Bank Trust
Company Americas, a corporation organized and existing undo the laws ofthe State ofNew York, has duly caused this
statement of eligibility to be siped on its behalf by the undersigned, thereunto duly auttrorized, all in The City of New York,
and Sate of New York, on this l8o day of May,2016.
DEUTSCHE BANK TRUST COMPANY AMERICAS
Bv: /s/ Carol Ns*rrats
Vice Prcsident
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Exhibit 25.2
tr
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM T.1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE
PURSUANT TO SECTION 305(bX2)
DEUTSCHE BANK TRUST COMPA]\IY AMERICAS(formerly BANKERS TRUST COMPANY)
(Exact name oftrustee as specified in its charter)
NEWYORK
(Jurisdiction of Incorporation or
organization ifnot a U.S. national bank)
60 WALL STREET
NEWYORIqNEWYORK
(Address ofprincipal
exccutive olfices)
IDAHO
(State or other jurisdiction
of incorporation or organization)
Deutsche Bank Trust Company Americas
Attention: Catherine Wang
Legel Department
60 Wall Street,36th Floor
New York, New York lfi)05
(2t2)2s0 -7s44(Name, address and telephone number ofagent for service)
IDAHO POWER COMPANY
(Exact name of Registrant as specified in its charter)
t3-4941247
(l.R.S. Employer
Identification no.)
1000s
(Zip Code)
82-0130980
(lRS Employer Identification No.)
l22l West ldaho Street
Boise, Idaho E3702-5627
(20E) 3Er-2200
(Address, including zip code and telephone number, including
area code, ofregistrant's principal executive offices)
Debt Securities
(Title of the Indenture securities)
Item 1.
Item 2,
Item 3.-15.
Item 15.
Generrl Information.
Fumish the following information as to the trustee.
(a) Name and address ofeach examining or supervising authority to which it is subject.
Federal Reserve Bank (2nd District) New Yorlq l.[Y
Federal Deposit Insurance Corporation Washington, D.C.
New York State Banking D€?artnent Albany, NY
O) Whether it is authorized to exercise corporate trust powers.
Yes.
Aflllletlons with Obligor.
Ifthe obligor is an affiliate ofthe Trustee, describe each such afliliation.
None.
Not Applicable
List ofExhibits,
Exhlblt I -
Exhtbit 2 -
Exhiblt 3 -
Exhibit 4 -
Exhlblt 5 -
Exhiblt 6 -
Exhlblt 7 -
Exhlbtt 8 -
Exhibit 9 -
Restated Organization Certificate ofBankers Trust Company dated August 6, 1998,
Certificate of Amendment of the Organization Certificate of Bankers Trust
Company dated September 16, 1998, Certificate ofAmendment ofthe Organization
Certificate of Bankers Trust Company dated December I 6, I 998, and Certificate of
Amendment of the Organization Certificate of Bankers Trust Company dated
February 27,2002 - Incorporated herein by reference to Exhibit I filed with
Form T- I Statement, Registration No. 333-20 I 8 I 0.
Certificate ofAuthority to commence business - Incorporated herein by reference to
Exhibit 2 filed with Form T-l Statement, Registration No. 333-201810.
Authorization ofthe Trustee to exercise corporate trust powers - Incorporated
herein by reference to Exhibit 3 filed with Form T-l Statement, Registration
No.333-201810.
Existing By-Laws of Deutsche Bank Trust Company Americas, as amended on
July 24,2014, incorporated herein by reference to Exhibit 4 filed with Form T-l
Statement, Registration No. 333-201 8 t 0.
Not applicable.
Consent of Bankers Trust Company required by Section 321 (b) ofthe Act. -
business - Incorporated herein by rcference to Exhibit 6 filed with Form T-l
Statement, Registration No. 333-201 8 10.
A copy ofthe latest report ofcondition ofthe trustee published pursuant to law or
the requirements of its supervising or examining authority - Copy attached.
Not Applicable.
Not Applicable.
SIGNATURE
Pursuant to the requirements ofthe Trust Indenture Act of 1939, as ameoded, the trustee, Deutsche Bank Trust
Company Americas, a corporation organized and existing under tlre laws ofthe State ofNew York, has duly caused this
stat€ment of eligibility to be siped on its behalf by the undersiped, thereunto duly authorized, all in The City of New York,
and State of New York, on this l8o day of May,2016.
DEUTSCHE BANK TRUST COMPANY AMERICAS
Bv:/s/ Carol Ns*r, ^tsVice President
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Exhibit 253
UNITED STATES
SECURITIES A]\D EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
! CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE
PURSUANT TO SECTTON 30s(bx2)
DEUTSCHE BAI\IK TRUST COMPANY AMERICAS
(formerly BANKERS TRUST COMPANY)
@xact name of trustee as specified in its charter)
NEWYORK 13-4941247
(Jurisdiction oflncorporation or (I.R.S. Employer
organization ifnot a U.S. national bank) Identification no.)
50 WALL STREETNEWYORKNEWYORK t0005
(Address ofprincipal (Zip Code)
executive offices)
Deutsche Bank Trust Company Americas
Attentlon: Catherlne Weng
Legal Depsrtment
60 Wall Street,36th Floor
New York, New York 10005
(212)250 -7544(Name, address and telephone number ofagent for service)
IDACORP, Inc.
(Exact name of obligor as specified in its charter)
IDAHO E2-0505t02
(State or otherjurisdiction (lRS Employer Identification No.)
of incorporation or organization)
l22l West Idaho Street
Boise, Idaho 83702-5627
Tel. No.: (20E) 3EE-2200
(Address and telephone number ofRegistrant's principal executive offices)
Debt Securities
(Title of the Indenture securities)
Item 2.
Generel Informetion.
Fumish the following information as to the trustee.
(a) Name and address ofeach examining or supervising authority to which it is subject.
Federal Reserve Bank (2nd District) New Yorlq l.IY
Federal Deposit Insulance Washington, D.C.
CorporationNewYortstateBanking AIbany,NY
Departsnent
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Afflllations with Obltgor.
If the obligor is an affiliate of the Trustee, describe each such affiliation.
None.
Item 3.-15. Not Appllceble
Item 16. LlstofExhibits.
Exhibit I - Restated Organization Certificate ofBankers Trust Company dated August 6, 1998, Certificate
ofAmendment ofthe Organization Certificate ofBankers Trust Company dated September 16,
1998, Certificate of Amendment of the Organization Certificate of Bankers Trust Company
dated December 16, 1998, and Certificate ofAmendment ofthc Organization Certificate of
Bankers Trust Company dated Febru ary 27 , 2OO2 - lncorporated herein by reference to
Exhibit I filed with Form T-l Statemen! Registration No. 333-201810.
Exhiblt 2 - Certificate ofAuthority to commence business - Incorporated herein by reference to Exhibit 2
filed with Form T-l Statement, Registration No. 333-201810.
Exhibit 3 - Authorization ofthe Trustee to exercise corporate trust powcrs - Incorporated herein by
reference to Exhibit 3 filed with Form T-l Statement, Registration No. 333-201 810.
Exhlblt 4 -
Exhibit 5 -
Exhlbit 6 -
Erhiblt 7 -
Exhibit8- NotApplicable.
Exhiblt9- NotApplicable.
Existing By-Laws of Deutsche Bank Trust Company Americas, as amended on July 24, 2014,
incorporated herein by reference to Exhibit 4 filed with Form T-l Statement, Registration
No.333-201810.
Not applicable.
Consent of Bankers Trust Company required by Section 32 I (b) ofthc Act. - business -
Incorporated herein by reference to Exhibit 6 filed with Form T-l Statement, Registration
No.333-201810.
A copy ofthe latest report ofcondition ofthe kustee published pursuant to law or the
requirements of its supervising or examining authority - Copy attached.
SIGNATT'RE
Pursuant to the requirements ofthe Trust Indenture Act of 1939, as amended, the trustee, Deubche Bank Trust
Company Americas, a corporation organized and existing under the laws ofthe State ofNew York, has duly caused this
statement ofeligibility to be signed on its behalf by the rmdersigned, thereunto duly authorized, all in The City ofNew York,
and State of New York, on this l8u day of May,2016.
DEUTSCHE BANK TRUST COMPAT.IY AMERICAS
Bv: /s/ Carol Ns*-rg
Vice President
F.a-dFlr.rr.Llffi.a.n EIIILIL,ICo.rrtcl
Corpolidabd Rcports of Condition and lncome fior
a Bank with Donretic rnd Forcign OfhcGr-FREC O3't
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