An IDACORP Company. Patrick A. Harrington Corporate Secretary. VIA UPS March 19, 2010

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1 0 An IDARP Company Patrick A. Harrington Corporate Secretary VIA UPS March 19, 2010 Ms. Vikie Bailey-Goggins Oregon Public Utility Commission 550 Capitol St. NE Salem, OR 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 OF Dear Ms. Bailey-Goggins: Enclosed herewith for filing with the Commission are an original and four (4) copies of the above-referenced securities application, including a proposed order for the Commission's consideration. Idaho Power has also e-filed the application with the Commission. Upon the issuance of the Commission's order in this matter, please send ten (10) certified copies to my attention at the address above. Please contact me at (208) if you should have any questions regarding this Application. Sincerely, Enclosures c: Steven Storm - OPUC

2 BEFORE THE PUBLIC UTILITY MMISSION OF OREGON IN THE MATTER OF THE APPLICATION OF IDAHO POWER MPANY FOR AN ORDER AUTHORIZING THE ISSUANCE AND SALE OF UP TO $500,000,000 OF APPLICANT'S FIRST MORTGAGE BONDS AND DEBT SECURITIES OF APPLICATION Pursuant to ORS Chapter 757 and in accordance with OAR and , Idaho Power Company (the "Applicant"), hereby applies to the Public Utility Commission of Oregon (the "Commission") for an Order authorizing the issuance and sale from time to time of (a) up to $500,000,000 aggregate principal amount of one or more series of Applicant's first mortgage bonds, which may be designated as secured medium-term notes (the "Bonds") and (b) up to $500,000,000 aggregate principal amount of one or more series of unsecured debt securities of the Applicant (the "Debt Securities"); provided, that the combined aggregate principal amount of the Bonds and Debt Securities to be issued and sold hereunder shall not exceed $500,000,000. The Bonds and Debt Securities will be issued publicly pursuant to a shelf registration filed with the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "Act"), or privately pursuant to an exemption from registration under the Act, as set forth herein. The Application of Idaho Power Company respectfully alleges: (a) The exact name of Applicant and the address of its principal business office are: Idaho Power Company, 1221 W. Idaho Street, P.O. Box 70, Boise, Idaho APPLICATION - 1

3 (b) The Applicant was incorporated under the laws of the State of Maine on May 6, 1915, and migrated its state of incorporation from the State of Maine to the State of Idaho effective June 30, It is qualified as a foreign corporation to do business in the States of Oregon, Nevada, Montana and Wyoming in connection with its utility operations. (c) The name and address of the persons authorized on behalf of Applicant to receive notices and communications in respect to this Application are: Steven R. Keen Vice President and Treasurer Idaho Power Company P.O. Box 70 Boise, ID Patrick A. Harrington Corporate Secretary Idaho Power Company P.O. Box 70 Boise, ID (d) The names, titles and addresses of the principal officers of the Applicant are as follows: J. LaMont Keen President & Chief Executive Officer Darrel T. Anderson Executive Vice President - Administrative Services and Chief Financial Officer Daniel B. Minor Executive Vice President - Operations Rex Blackburn Sr. Vice President and General Counsel Lisa A. Grow Sr. Vice President - Power Supply Warren Kline Vice President - Customer Service and Regional Operations N. Vein Porter Vice President - Delivery Engineering and Operations APPLICATION - 2

4 Lori D. Smith John R. Gale Dennis C. Gribble Steven R. Keen Luci K. McDonald Jeffrey L. Malmen Naomi Shankel Patrick A. Harrington Vice President of Corporate Planning and Chief Risk Officer Vice President - Regulatory Affairs Vice President and Chief Information Officer Vice President and Treasurer Vice President - Human Resources Vice President - Public Affairs Vice President - Audit & Compliance Corporate Secretary The address of all of the above officers is: 1221 W. Idaho Street P. O. Box 70 Boise, ID (e) The Applicant is an electric public utility engaged principally in the generation, purchase, transmission, distribution and sale of electric energy in a 24,000 square mile area over southern Idaho, and in the counties of Baker, Harney and Malheur in eastern Oregon. A map showing Applicant's service territory is on file with the Commission as Exhibit H to Applicant's application in Case No. OF (f) The following statement as to each class of the capital stock of applicant is as of December 31, 2009, the date of the balance sheet submitted with this application: Common Stock (1) Description - Common Stock, $2.50 par value; 1 vote per share (2) Amount authorized - 50,000,000 shares ($125,000,000 par value) (3) Amount outstanding - 39,150,812 shares (4) Amount held as reacquired securities - None APPLICATION - 3

5 (5) Amount pledged by applicant - None (6) Amount owned by affiliated corporations - All (7) Amount held in any fund - None Applicant's Common Stock is held by IDARP, Inc., the holding company of Idaho Power Company. IDARP, Inc.'s Common Stock is registered (Pursuant to Section 12(b) of the Securities Exchange Act of 1934) and is listed on the New York Stock Exchange. (g) The following statement as to funded debt of Applicant is as of December 31, 2009, the date of the balance sheet submitted with this application: First Mortgage Bonds (1) Description (3) Amount Outstanding FIRST MORTGAGE BONDS: 6.60% Series due 2011, dated as of Mar 2, 2001, due Mar 2, % Series due 2012, dated as of Nov 15, 2002, due Nov 15, % Series due 2013, dated as of May 13, 2003, due October 1, % Series due 2018, dated as of July 10, 2008, due July 15, % Series due 2019, dated as of March 30, 2009, due April 1, % Series due 2020, dated as of November 20, 2009, due March 1, % Series due 2032, dated as of Nov 15, 2002, due Nov 15, % Series due 2033, dated as of May 13, 2003, due April 1, % Series due 2034, dated as of March 26, 2004, due March 15, %Series due 2034, dated as of August 16, 2004, due August 15, % Series due 2035, dated as of August 23, 2005, due August 15, % Series due 2037, dated as of June 22, 2007, due June 15, % Series due 2037, dated as of October 18, 2007, due October 15, 2037 Total First Mortgage Bonds Outstanding 120,000, ,000,000 70,000, ,000, ,000, ,000, ,000,000 70,000,000 50,000,000 55,000,000 60,000, ,000, ,000,000 1,215,000,000 (2) Amount authorized - Limited within the maximum of $2,000,000,000 (or such other maximum amount as may be fixed by supplemental indenture) and by property, earnings, and other provisions of the Mortgage. (4) Amount held as reacquired securities - None (5) Amount pledged - None (6) Amount owned by affiliated corporations - None (7) Amount of sinking or other funds - None APPLICATION - 4

6 For a full statement of the terms and provisions relating to the respective Series and amounts of applicant's outstanding First Mortgage Bonds above referred to, reference is made to the Mortgage and Deed of Trust dated as of October 1, 1937, and First to Forty-fourth Supplemental Indentures thereto, by Idaho Power Company to Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company) and R. G. Page (Stanley Burg, successor individual trustee), Trustees, presently on file with the Commission, under which said bonds were issued. Pollution Control Revenue Bonds (A) Variable Rate Series 2000 due 2027: (1) Description - Pollution Control Revenue Bonds, Variable Rate Series due 2027, Port of Morrow, Oregon, dated as of May 17, 2000, due February 1, (2) Amount authorized - $4,360,000 (3) Amount outstanding - $4,360,000 (4) Amount held as reacquired securities - None (5) Amount pledged - None (6) Amount owned by affiliated corporations - None (7) Amount in sinking or other funds - None (B) 5.15 % Series 2003 due 2024: (1) Description - Pollution Control Revenue Refunding Bonds, 5.15 % Series 2003 due 2024, County of Humboldt, Nevada, dated as of August 20, 2009 due December 1, 2024 (secured by First Mortgage Bonds) (2) Amount authorized - $49,800,000 (3) Amount outstanding - $49,800,000 (4) Amount held as reacquired securities - None (5) Amount pledged - None (6) Amount owned by affiliated corporations - None (7) Amount in sinking or other funds - None (C) 5.25 % Series 2006 due 2026: (1) Description - Pollution Control Revenue Bonds, 5.25 % Series 2006 due 2026, County of Sweetwater, Wyoming, dated as of August 20, 2009, due July 15, 2026 (2) Amount authorized - $116,300,000 (3) Amount outstanding - $116,300,000 (4) Amount held as reacquired securities - None (5) Amount pledged - None (6) Amount owned by affiliated corporations - None (7) Amount in sinking or other funds - None APPLICATION - 5

7 For a full statement of the terms and provisions relating to the outstanding Pollution Control Revenue Bonds above referred to, reference is made to (A) copies of Trust Indenture by Port of Morrow, Oregon, to the Bank One Trust Company, N. A., Trustee, and Loan Agreement between Port of Morrow, Oregon and Idaho Power Company, both dated May 17, 2000, under which the Variable Rate Series 2000 bonds were issued, (B) copies of Loan Agreement between Idaho Power Company and Humboldt County, Nevada dated October 1, 2003; Trust Indenture between Humboldt County, Nevada and Union Bank of California dated October 1, 2003; First Supplemental Trust Indenture, dated August 20, 2009 between Humboldt County, Nevada and Union Bank of California dated August 20, ; Remarketing and Purchase Agreement dated August 13, 2009, among Humboldt County, Nevada and J.P. Morgan Securities, Inc., under which the 5.15% Series 2003 bonds were issued and (C) copies of Loan Agreement between Idaho Power Company and Sweetwater County, Wyoming, dated October 1, 2006, Trust Indenture between Sweetwater County, Wyoming and Union Bank of California, Trustee dated October 1, 2006, First Supplemental Trust Indenture, dated August 20, 2009 between Sweetwater County, Wyoming and Union Bank of California dated August 20, 2009 ; and Remarketing and Purchase Agreement dated August 13, 2009 among Sweetwater County, Wyoming and JP Morgan Securities and Idaho Power Company, under which the 5.25% Series 2006 bonds were issued. (h) A description of the securities proposed to be authorized and issued, and for which this Application is made, is as follows: (1) Description First Mortgage Bonds, which may be designated as secured medium-term notes, and Debt Securities (2) Amount Up to $500,000,000 Aggregate Principal Amount of one or more series of the Bonds and Debt Securities; provided, that the combined aggregate principal amount of the Bonds and Debt Securities shall not exceed $500,000,000. (3) Interest To be determined. See paragraph (i) below. (4) Date of Issue To be determined. See paragraph (i) below. (5) Redemption Provisions To be determined. See paragraph (i) below. (6) Date of Maturity To be determined. See paragraph (i) below. (7) Voting Privileges N/A (I) Following is a description of the securities proposed to be issued under this application. APPLICATION - 6

8 The Applicant will file a registration statement for the Bonds and Debt Securities with the SEC in accordance with Rule 415 of the Act (the "Shelf Registration"). A copy of the Shelf Registration will be filed with the Commission as Attachment I. The Shelf Registration will allow the Applicant to issue and sell one or more series of the Bonds and Debt Securities on a continuous or delayed basis if authorized by the Commission and the other state regulatory commissions having jurisdiction over the Applicant's securities. This will enable the Applicant to take advantage of attractive market conditions efficiently and rapidly. Under the Shelf Registration, the Applicant will be able to issue the Bonds and Debt Securities at different times without the necessity of filing a new registration statement. BONDS The Applicant proposes to issue and sell, from time to time, up to $500,000,000 aggregate principal amount of one or more series of the Bonds pursuant to the Indenture of Mortgage and Deed of Trust, dated as of October 1, 1937 between the Applicant and Deutsche Bank Trust Company Americas (formerly Bankers Trust Company) and Stanley Burg, as trustees, as supplemented and amended, and as to be further supplemented by one or more supplemental indentures relating to the Bonds (the "Mortgage"). Applicant may enter into interest rate hedging arrangements with respect to the Bonds, including treasury interest rate locks, treasury interest rate caps and/or treasury interest rate collars. The Bonds will be secured equally with the other first mortgage bonds of the Applicant. After the terms and conditions of the issuance and sale of the Bonds have been determined, Applicant will file a Prospectus Supplement(s) with the SEC if the Bonds are sold publicly, setting forth the series designation, aggregate principal amount of the issue, purchase APPLICATION - 7

9 price or prices, issuance date or dates, maturity or maturities, interest rate or rates (which may be fixed or variable) and/or the method of determination of such rate or rates, time of payment of interest, whether all or a portion of the Bonds will be discounted, whether all or a portion of the Bonds will be issued in global form, whether interest rate hedging arrangements will apply to the Bonds, repayment terms, redemption terms, if any, and any other special terms of the Bonds, which terms may be different for each issuance of the Bonds. The Applicant will also file a copy of the Prospectus Supplement with the Commission. The Bonds may be designated as secured medium-term notes. The medium-term notes could have maturities from nine months to thirty years. Prior to issuing medium-term notes publicly, the Applicant will file a Prospectus Supplement with the SEC setting forth the general terms and conditions of the medium-term notes to be issued. Upon each issuance of the mediumterm notes pursuant to the Prospectus Supplement, the Applicant will file a Pricing Supplement with the SEC providing a specific description of the terms and conditions of each issuance of the medium-term notes, as described above. The Applicant will also file a copy of the Prospectus Supplement and Pricing Supplements with the Commission. The Bonds may be sold by public sales or private placement, directly by the Applicant or through agents designated from time to time or through underwriters or dealers. If any agents of the Applicant or any underwriters are involved in the sale of the Bonds, the names of such agents or underwriters, the initial price to the public, any applicable commissions or discounts and the net proceeds to the Applicant will be filed with the Commission. If the Bonds are designated as medium-term notes and sold to an agent or agents as principal, the name of the APPLICATION - 8

10 agents, the price paid by the agents, any applicable commission or discount paid by the Applicant to the agents and the net proceeds to the Applicant will be filed with the Commission. Agents and underwriters may be entitled under agreements entered into with the Applicant to indemnification by the Applicant against certain civil liabilities, including the liabilities under the Act. The Applicant requests authority to issue the Bonds in the form of medium-tern notes without additional pre-issuance approval from the Commission so long as (1) the agent commissions for the issuance of the Bonds as medium-term notes fall within the ranges set forth below, (2) the pricing of the Bonds issued as medium-term notes falls within either (a) the spreads over treasuries for the Bonds set forth below or (b) the all-in coupon rates for the Bonds set forth below, and (3) Idaho Power maintains at least a BBB- or higher senior secured debt rating, as indicated by Standard & Poor's Ratings Services, and a Baa3 or higher rating as indicated by Moody's Investors' Service, Inc. The Applicant requests that the pricing of the Bonds fall within either the maximum spreads over treasuries or the maximum all-in coupon rates set forth below. The Applicant believes that it is not sufficient to focus on credit spreads alone, since high spreads may be offset by equally low treasury rates, resulting in a moderate to low coupon rate. Since the all-in coupon rate represents the bottom line borrowing cost to the Applicant and its customers, it is a valid measure for pre-issuance approval from the Commission and should be considered in addition to credit spreads. In the event the Applicant issues Bonds or Debt Securities hereunder which exceed the designated spreads over treasuries, but fall below the designated all-in coupon rates, the Applicant will provide a post-issuance report to the Commission describing the APPLICATION - 9

11 prevailing market conditions and explaining the reasons for the high level of spreads over treasuries relative to the all-in coupon rate for the Bonds or Debt Securities. Commissions The maximum commission to be paid by the Applicant to an agent(s), or to an agent as principal, for issuance of the Bonds as medium-term notes in the following maturity ranges is: Range of Maturities Commission (Percentage of Aggregate Principal Amount of Notes Sold) From 9 months to less than 1 year.125% From 1 year to less than 18 months.150% From 18 months to less than 2 years.200% From 2 years to less than 3 years.250% From 3 years to less than 4 years.350% From 4 years to less than 5 years.450% From 5 years to less than 6 years.500% From 6 years to less than 7 years.550% From 7 years to less than 10 years.600% From 10 years to less than 15 years.625% From 15 years to less than 20 years.675% 20 years or more.750% Maximum All-In Spreads Over Treasuries The costs of issuance of medium-term notes to the Applicant are expected to fall within the all-in spread over the respective U.S. Treasury Bond or note as set forth in the following table. For purposes of this application, "all-in spreads" and."all-in rates" refer to the percentage APPLICATION - 10

12 internal rate of return when all costs of the securities issuance, as well as the actual cash flows of the security, are included. The "all-in spreads" and "all-in rates" for the issuance of Bonds include the coupon rate, the agent commission or underwriting spread, any discount or premium from par value at issuance, and all associated issuance expenses as set forth in paragraph (k) below. If the associated issuance expenses are not known at the time of issuance, they will be estimated as a percentage of the total issuance expenses set forth in paragraph (k), with the percentage equaling the principal amount of the Bonds being issued divided by the total $500,000,000 principal amount of Bonds described in this application. Maturity Maximum Spread Over Benchmark Treasury Yield' Equal to or Greater Than Less Than 9 months 2 years +250 basis points(2) 2 years 3 years +265 basis points 3 years 4 years +280 basis points 4 years 6 years +295 basis points 6 years 9 years +310 basis points 9 years 10 years +325 basis points 10 years 11 years +350 basis points 11 years 15 years +365 basis points 15 years 20 years +380 basis points 20 years or more +400 basis points (1) The Benchmark Treasury Yield with respect to any medium-term note maturity range means the yield to maturity of that issue of direct obligations of the United States which, out of all actively traded issues of such obligations with a remaining term to maturity APPLICATION - 11

13 within such note maturity rate, is generally considered by dealers in such obligations to be the standard for such obligations, whether federal, state or corporate, with approximately the same remaining terms to maturity. With respect to the issuance of any medium-term note, the Benchmark Treasury Yield shall be determined as of the time the commitment to purchase such note is received by the Applicant and the agents. (2) Basis point is defined as one-one-hundredth of a percentage point; i.e., 100 basis points equals 1 percent. All-In Rates In the event that the all-in spreads over treasuries for the medium-term notes exceed the maximum spreads set forth above, the all-in rates for the medium-term notes will not exceed the following rates: Medium-Term Note Maturity Maximum All-in Coupon Rate Less than 5 years 7.00% 5 years to less than 10 years 7.50% 10 years to less than 20 years 8.00% 20 years or more 8.50% DEBT SECURITIES The Applicant proposes to issue and sell, from time to time, up to $500,000,000 in aggregate principal amount of one or more series of Debt Securities. The Debt Securities will be unsecured obligations of the Applicant and will be issued under a new or existing indenture of the Applicant. A form of any new indenture will be included in the Registration Statement to be filed with the Commission as Exhibit I. The Applicant will supplement the indenture in the APPLICATION - 12

14 future to further specify the terms and conditions of each series of Debt Securities. Such amendments will be filed with the SEC and also with the Commission. Applicant may enter into interest rate hedging arrangements with respect to the Debt Securities, including treasury interest rate locks, treasury interest rate caps and/or treasury interest rate collars. After the terms and conditions of the issuance and sale of the Debt Securities have been determined, Applicant will file a Prospectus Supplement(s) with the SEC if the Debt Securities are sold publicly, setting forth the series designation, aggregate principal amount of the issue, purchase price or prices, issuance date or dates, maturity or maturities, interest rate or rates (which may be fixed or variable) and/or the method of determination of such rate or rates, time of payment of interest, whether all or a portion of the Debt Securities will be discounted, whether all or a portion of the Debt Securities will be issued in global form, whether interest rate hedging arrangements will apply to the Debt Securities, repayment terms, redemption terms, if any, and any other special terms of the Debt Securities, which terms may be different for each issuance of the Debt Securities. Applicant's outstanding unsecured senior debt is currently rated Baal by Moody's Investors Service, BBB by Standard & Poor's Ratings Services, and BBB+ by Fitch, Inc. If the Debt Securities are sold publicly, Applicant cannot predict whether they will be similarly rated. If the Debt Securities are sold privately, the Debt Securities will probably not be rated. The Applicant requests authority to issue the Debt Securities without additional pre-issuance approval from the Commission so long as the Applicant meets the same requirements for agent commissions, spreads over treasuries or all-in coupon rates, and credit ratings as set forth above for the Bonds. APPLICATION - 13

15 (j) No fees or commissions (other than attorneys, accountants and similar technical services) will be paid by Applicant, other than the underwriters' or agents' commission or spread, for and in connection with the sale of the Bonds or Debt Securities. (k) A verified statement showing both in total amount and per unit the price to the public, underwriting spread or commissions, and net proceeds to the Applicant from the sale of the Bonds and/or Debt Securities to be issued will be furnished as soon as available. Applicant estimates that its expenses in connection with the proposed issuance $500,000,000 of Bonds and/or Debt Securities, exclusive of underwriting spread or commission, will be as follows: Securities and Exchange $25,000 Commission Fees Regulatory Agency Fees 5,000 Company's and Underwriter's 1,500,000 Counsel Fees Accounting Fees 40,000 Printing and Engraving Fees 50,000 Rating Agency Fees 750,000 Miscellaneous Costs 30,000 TOTAL $2,400,000 (1) The purposes for which securities are proposed to be issued in this matter are the acquisition of utility property, the construction, extension or improvement of utility facilities, the improvement or maintenance of service, the discharge or lawful refunding of obligations which were incurred for utility purposes (such as higher cost debt or preferred stock) or the reimbursement of Applicant's treasury for funds used for the foregoing purposes, all as APPLICATION - 14

16 permitted under ORS (1). If the funds to be reimbursed were used for the discharge or refunding of obligations, those obligations or their precedents were originally incurred in furtherance of the utility purposes above. (m) Applications with respect to this transaction have also been filed with the Idaho Public Utilities Commission and the Public Service Commission of Wyoming. No Federal Energy Regulatory Commission or other state regulatory commission approval is required. A Registration Statement is to be filed with the SEC and will be filed with the Commission hereunder as Exhibit I. (n) Applicant alleges that the issuance of the Bonds or Debt Securities as described in this Application are (A) for a lawful object, within the corporate purposes of the Applicant as described in paragraph (I) above, and (B) compatible with the public interest. The use of proceeds thereof as described in paragraph (1) above are (C) necessary and appropriate for and consistent with the proper performance by Applicant of service as a public utility, (D) will not impair Applicant's ability to perform that service, and (E) are reasonably necessary or appropriate for such purposes. (o) Applicant is incorporated under the laws of the State of Idaho and is qualified to do business as a foreign corporation in the States of Oregon, Nevada, Montana and Wyoming in connection with its utility operations. Applicant holds municipal franchises in approximately 80 incorporated cities in which it distributes electrical energy in the states of Idaho and Oregon, and such franchises or permits in or from the counties in which Applicant operates, and certificates of public convenience and necessity from state regulatory authorities as are required. This Application will not result in the capitalization of the right to be a corporation, or of any franchise, permit or contract for consolidation, merger or lease in excess of the amount APPLICATION - 15

17 of any franchise, permit or contract for consolidation, merger or lease in excess of the amount (exclusive of any tax or annual charge) actually paid as the consideration for such right, franchise, permit or contract. PRAYER WHEREFORE, Applicant respectfully requests that the Public Utility Commission of Oregon issue its Order herein authorizing Applicant to issue and sell for the purposes herein set forth up to $500,000,000 aggregate principal amount of one or more series of its Bonds and/or up to $500,000,000 aggregate principal amount of one or more series of its Debt Securities; provided, that the total principal amount of the Bonds and Debt Securities shall not exceed $500,000,000. DATED at Boise, Idaho this day of March, IDAHO POWER MPANY (Corporate Seal) B : R. Keen Vice President and Treasurer ATTEST: Patrick A. Harrington Corporate Secretary Idaho Power Company 1221 W. Idaho Street P.O. Box 70 Boise, Idaho APPLICATION - 16

18 EXHIBITS Exhibit A. A copy of Applicant's Restated Articles of Incorporation, as amended, has heretofore been filed with the Commission in Case UF 4214, reference to which is hereby made. Exhibit B. A copy of Applicant's By-laws, as amended, has heretofore been filed with the Commission in Case UF 4214, reference to which is hereby made. Exhibit C.Certified copy of resolutions of Applicant's Board of Directors dated January 21, 2010 authorizing the transaction with respect to which this Application is made is attached hereto. Exhibit D-1. Copies of Mortgage and Deed of Trust, including First Supplemental Indenture, are on file with'the Commission in Case UF 795; Second Supplemental Indenture in Case UF 1102; Third Supplemental Indenture in Case UF 1247; Fourth Supplemental Indenture in Case UF 1351; Fifth Supplemental Indenture in Case UF 1467; Sixth Supplemental Indenture in Case UF 1608; Seventh Supplemental Indenture of Case UF 2000; Eighth and Ninth Supplemental Indentures in Case UF 2068; Tenth Supplemental Indenture in Case UF 2146; Eleventh Supplemental Indenture in Case UF 2159; Twelfth Supplemental Indenture in Case UF 2188; Thirteenth Supplemental Indenture in Case UF 2253; Fourteenth Supplemental Indenture in Case UF 2304; Fifteenth Supplemental Indenture in Case UF 2466; Sixteenth Supplemental Indenture in Case UF 2545; Seventeenth Supplemental Indenture in Case UF 2596; Eighteenth Supplemental Indenture in Case UF 2944; Nineteenth Supplemental Indenture in Case UF 3063; Twentieth Supplemental Indenture and Twenty-first Supplemental Indentures in Case UF 3110; Twenty-second Supplemental Indenture in Case UF 3274; Twenty- APPLICATION - 17

19 third Supplemental Indenture in Case UF 3457; and Twenty-fourth Supplemental Indenture in Case UF 3614; Twenty-fifth Supplemental Indenture in Case UF 3758; Twenty-sixth Supplemental Indenture in Case UF 3782; Twenty-seventh Supplemental Indenture in Case UF 3947; Twenty-eighth Supplemental Indenture in Case UF 4022; Twenty-ninth Supplemental Indenture in Case UF 4014; Thirtieth Supplemental Indenture in Case UF 4033; Thirty-first Supplemental Indenture in Case UF 4033; Thirty-second Supplemental Indenture in Case UF 4053; Thirty-third Supplemental Indenture in Case UF 4088; Thirty-fourth Supplemental Indenture in Case UF 4111; Thirty-fifth Supplemental Indenture in Case UF 4175; Thirty-sixth Supplemental Indenture in Case UF 4181; Thirty-seventh Supplemental Indenture in Case UF 4196; Thirty-ninth Supplemental Indenture in Case UF 4200; Fortieth Supplemental Indenture in Case UF 4211; Forty-first Supplemental Indenture in Case UF 4227, Forty-third Supplemental Indenture in Case UF 4211; and Forty-fourth Supplemental Indenture in Case UF 4244, reference to all of which is hereby made. Exhibit D-2. Copy of the Applicant's Guaranty Agreement, dated April 1, 2000, with Bank One Trust Company, N.A., as Trustee, for $19,885,000 of Bonds under and pursuant to the Indenture relating to the $19,885,000 American Falls Replacement Dam Refunding Bonds, Series 2000, of the American Falls Reservoir District, Idaho, has heretofore been filed with the Commission in Case UF 4169, reference to which is hereby made. Exhibit D-3. A copy of the Applicant's Guaranty Agreement representing a onethird contingent liability for lease charges for certain equipment leased to the Bridger Coal Company, in connection with the operation of the Applicant's Jim Bridger Plant, along with an Order dated July 30, 1974, from the Federal Power Commission waiving jurisdiction over this APPLICATION - 18

20 transaction, has heretofore been filed with the Commission in Case UF 2977, reference to which is hereby made. Exhibit D-4. A copy of the Applicant's Loan Agreement, dated as of May 1, 2000, regarding payment of the principal and interest on $4,360,000 Pollution Control Revenue Refunding Bonds issued by the Port of Morrow Oregon, for certain pollution control and sewage or solid waste disposal facilities installed on the Boardman coal-fired steam electric generating plant, has heretofore been filed with the Commission in Case UF 4169, reference to which is hereby made. Exhibit D-5. A copy of the Participation Agreement which includes as exhibits the Facilities Agreement and the Assumption and Option Agreement along with copies of the Bargain and Sale Deed, Bill of Sale and Assignment, and the Amendment to the Agreement for Construction, Ownership and Operation of the Number One Boardman Station on Carty Reservoir, as supplemented, with respect to the sale and leaseback of the Coal Handling Facilities at the Number One Boardman Station has heretofore been filed with the Commission in Docket No, UF ES79-55, reference to which is hereby made. Exhibit 0-6. A copy of the Applicant's Loan Agreements regarding the Applicant's payments to Sweetwater County, Wyoming, as Issuer of the $116,300,000 Pollution Control Revenue Refunding Bonds, Series 2006, dated as of October 1, 2006, with respect to the Jim Bridger Coal-Fired Steam Electric Generating Plant, has heretofore been filed with the Commission in Case UF 4227, reference to which is hereby made. Exhibit D-7. A copy of the Applicant's Guaranty Agreement, dated February 10, 1992, guaranteeing payment of the principal and interest on $11,700,000 of Notes issued by Milner Dam, Inc., for construction of the Milner Dam Rehabilitation Project in Twin Falls APPLICATION - 19

21 County, Idaho, has heretofore been filed with the Conunission in Case OF 4063, reference to which is hereby made. Exhibit D-8. A copy of the Applicant's Loan Agreement regarding the Applicant's payments to Humboldt County, Nevada, as Issuer of the $49,800,000 Pollution Control Revenue Refunding Bonds (Idaho Power Company Project), Series 2003, dated as of October 1, 2003, with respect to the Valmy Coal-Fired Steam Electric Generating Plant, has heretofore been filed with the Commission in Case OF 4200, reference to which is hereby made. Exhibit E.Balance Sheet of Applicant with supporting fixed capital or plant schedules as of December 31, Exhibit F.Statement of Applicant's Commitments and Contingent Liabilities as of December 31, Exhibit G. Income Statement of Applicant for the 12 months ended December 31, Exhibit IL Statement of Retained Earnings of Applicant for the 12 months ended December 31, Exhibit I.Registration Statement for the Bonds and Debt Securities as filed with the SEC. Exhibit J.Copies of the underwriting and other agreements for the sale or marketing of the Bonds and/or Debt Securities will be furnished to the Commission with Applicant's post-issuance filings. Exhibit K. Copy of any bond specimens to be issued hereunder will also be furnished to the Commission. APPLICATION - 20

22 Exhibit C

23 STATE OF IDAHO UNTY OF ADA CITY OF BOISE ) ss. I, PATRICK A. HARRINGTON, the undersigned, Secretary of Idaho Power Company, do hereby certify that the following constitutes a full, true and correct copy of resolutions adopted at a regular meeting of the Board of Directors on January 21, 2010, relating to authority to issue and sell First Mortgage Bonds and Debt Securities, and that said resolutions have not been amended or rescinded and are in full force and effect on the date hereof IN WITNESS WHEREOF, I have hereunto set my hand this iv )Iday of March, (RPORATE SEAL) 19/ s/ Patrick A. Harringto Secretary.

24 IDAHO POWER MPANY Resolutions of the Board of Directors January 21, 2010 RESOLVED, That the proper officers of the Company be, and they hereby are, authorized and empowered to make, execute and file, in the name and on behalf of the Company, such applications and other documents and any amendments or supplements to such applications and documents with the state regulatory authorities having jurisdiction over the Company and/or its securities as may be necessary to obtain an exemption from competitive bidding requirements and to facilitate the creation, issuance, sale and delivery by this Company in one or more series from time to time of (i) first mortgage bonds ("First Mortgage Bonds") in an aggregate principal amount not exceeding $500,000,000 and (ii) unsecured debt securities ("Debt Securities", and with the First Mortgage Bonds, collectively referred to as the "Securities") in an aggregate principal amount not exceeding $500,000,000; provided, however, that the total principal amount of First Mortgage Bonds and Debt Securities shall not, in the aggregate, exceed $500,000,000 and to enter into swap or hedging arrangements with respect to any First Mortgage Bonds or Debt Securities; and be it FURTHER RESOLVED, That the proper officers of the Company be, and they hereby are, authorized to prepare and file with the Securities and Exchange Commission one or more registration statements (each including a prospectus) and any amendments (including post-effective amendments) or supplements thereto, for the registration under the Securities Act of 1933, as amended, of the Securities and for qualification under the Trust Indenture Act of 1939, as amended, of the Company's Mortgage and Deed of Trust, dated as of October 1, 1937, as heretofore supplemented and as it is proposed to be further supplemented by a supplemental indenture or indentures and for qualification under the Trust Indenture Act of 1939, as amended, of an indenture of the Company relating to the Debt Securities, as it is proposed to be supplemented by a supplemental indenture or indentures; and be it FURTHER RESOLVED, That J. LaMont Keen, Darrel T. Anderson, Rex Blackburn and Elizabeth W. Powers, be, and they hereby are, appointed and designated as the persons duly authorized to receive communications and notices from the Securities and Exchange Commission with respect to said registration statement; and be it FURTHER RESOLVED, That the Company hereby appoints J. LaMont Keen, Darrel T. Anderson, Rex Blackburn, and each of them severally, as the true and lawful attorney and attorneys of the Company with full power to act with or without the others and with full power of substitution and resubstitution to execute said registration statement and any amendment or amendments thereto, for and on behalf of the Company; and that each officer and director of the Company executing said registration statement and any amendment or NYA /6/ : I7pm

25 amendments thereto on behalf of the Company, be, and he hereby is, authorized to appoint J. LaMont Keen, Darrel T. Anderson, Rex Blackburn, and any agent named for service in said registration statement, and each of them severally, his true and lawful attorney or attorneys with power to act with or without the other and with full power of substitution and resubstitution, to execute in his name, place and stead, in his capacity as an officer or director of the Company, such registration statement and any amendment or amendments thereto, and all instruments necessary or incidental in connection therewith, and to file the same with the Securities and Exchange Commission, with full power and authority to each of said attorneys to do and perform, in the name and on behalf of the said officers or directors, or any of them, every act whatsoever necessary or desirable to be done in the premises as fully and to all intents and purposes as such officer or director might or could do in person; and be it FURTHER RESOLVED, That the proper officers of the Company be, and they hereby are, authorized and empowered to take, in the name and on behalf of the Company, any and all action which they may deem necessary or desirable in order to effect the registration or qualification of the Securities for offer and sale under the securities or Blue Sky laws of any of the states or territories of the United States of America and the District of Columbia, and in connection therewith to execute, acknowledge, verify, deliver, file and publish all such applications, reports, agreements, resolutions and other papers, documents and instruments that may be required or appropriate under such laws, and to take any and all other action which may be deemed by them to be necessary or desirable in order to maintain such registration or qualification for as long as they deem it to be in the best interests of the Company; and be it FURTHER RESOLVED, That upon obtaining the necessary regulatory authorizations, and upon effectiveness of the registration statement under the Securities Act of 1933, and, if applicable, the relevant indenture becoming qualified under the Trust Indenture Act of 1939, as amended, the proper officers of the Company be, and they hereby are, authorized to issue and sell, or cause to be issued and sold, all or any portion of the Securities either pursuant to competitive bidding, negotiated underwriting, private sale, through agents, directly to an agent at a negotiated discount or directly to purchasers, upon such terms and conditions and at a price or prices as are established by the Board of Directors by these resolutions or may hereafter be established by the Board of Directors or the Executive Committee of this Board; and be it FURTHER RESOLVED, That the President, any Vice President or the Treasurer of the Company be, and each of them hereby is, authorized to enter into an Underwriting Agreement, a Purchase Agreement, a Selling Agency Agreement and/or a Distribution Agreement in the form or forms to be approved by the Board of Directors or the Executive Committee of this Board, with such underwriters, purchasers and/or sales agents as the Board of Directors or the Executive Committee of this Board shall determine for the sale by the Company of the NYA /6/ :17pm 2

26 Securities and to enter into swap or hedging arrangements with respect to any First Mortgage Bonds or Debt Securities; and be it FURTHER RESOLVED, That there hereby are created five new series of First Mortgage Bonds, under the Company's Mortgage and Deed of Trust, dated as of October 1, 1937, as supplemented, each to be designated "First Mortgage Bonds, Series due " or "First Mortgage Bonds, Secured Medium-Term Notes, Series ", and the issuance by the Company of not to exceed ${'] in aggregate principal amount of such five series of First Mortgage Bonds is hereby authorized and that, pursuant to the provisions of the Company's Mortgage and Deed of Trust, dated as of October 1, 1937, as supplemented, the proper officers of the Company be, and they hereby are, authorized to execute under the seal of the Company and to deliver to Deutsche Bank Trust Company Americas as Corporate Trustee under said Mortgage, First Mortgage Bonds in a total aggregate principal amount not to exceed $H, in fully registered form in denominations of $1,000 and any multiple or multiples thereof; that this Board of Directors hereby determines that all of the First Mortgage Bonds of each such series shall mature on the date or dates and shall bear interest at the rate or rates and be payable on the date or dates provided in the Supplemental Indenture providing for the creation of such series or, if Secured Medium-Term Notes, Series this Board of Directors hereby determines that such First Mortgage Bonds to be issued from time to time shall (i) bear interest at such rate or rates (which may be fixed or variable), (ii) mature on such date or dates from nine (9) months to thirty (30) years from the date of issue, (iii) contain such provisions with respect to the redemption thereof prior to maturity, and the dates and prices associated therewith, as may be appropriate upon due consideration of current market conditions and the Company's general financing plan, and (iv) have such other terms and provisions, all as may be determined from time to time by the President, any Vice President or the Treasurer of the Company and as shall be set forth or referred to in, and confirmed by, written order or orders for the authentication and delivery of the First Mortgage Bonds of such series under the Company's Mortgage and Deed of Trust, as heretofore supplemented, and each such written order shall conclusively establish the determination by the Board of Directors of the terms of the principal amount of the First Mortgage Bonds of such series subject to such written order, both principal and interest to be payable at the office or agency of the Company in the Borough of Manhattan, The City of New York, and at the option of the Company, interest on each said First Mortgage Bond may also be payable at the office of the Company in Boise, Idaho, in such coin or currency of the United States of America as at the time of payment is legal tender for public and private debts; and that such First Mortgage Bonds shall be otherwise redeemable, registrable, transferable and exchangeable as otherwise contemplated in the form established by the Board of Directors or the Executive Committee of this Board; and that such First Mortgage Bonds shall contain such other terms as the Board of Directors or the Executive Committee of this Board shall approve, such approval to be conclusively evidenced by the actions of the Board of Directors or the Executive Committee of this Board in setting the terms NYA /6/ :17pm 3

27 of each such series of First Mortgage Bonds and by the execution and delivery thereof by the officers executing the same; and be it FURTHER RESOLVED, That Deutsche Bank Trust Company Americas be, and it hereby is, requested, upon fulfillment of the requirements specified in Article V, VI and/or VII of said Mortgage, to authenticate said First Mortgage Bonds, and deliver the same promptly, in accordance with the written order or orders of the Company signed by the President or any Vice President, and by the Treasurer or any Assistant Treasurer of the Company; and be it FURTHER RESOLVED, That the Executive Committee be, and it hereby is, authorized to approve one or more Supplemental Indenture(s), supplemental to the Company's Mortgage and Deed of Trust dated as of October 1, 1937; and that the proper officers of the Company be, and they hereby are, authorized and directed to execute and deliver, on behalf of the Company, said Supplemental Indenture(s) with such terms therein as the Executive Committee or the officers executing the same may approve, their approval of any such terms and/or changes to be conclusively evidenced by the actions of the Executive Committee in setting the terms of each such series of First Mortgage Bonds or by the execution and delivery thereof by the officers of the Company; and be it FURTHER RESOLVED, That the proper officers of the Company be, and they hereby are, authorized and directed to record and file or cause to be recorded and filed such Supplemental Indenture(s), when executed, in such offices as in their judgment may be necessary or appropriate in order to carry out the purposes of the foregoing resolutions; and be it FURTHER RESOLVED, That the Executive Committee be, and it hereby is, authorized to adopt and approve a form of First Mortgage Bond substantially as provided and set forth in the Company's Mortgage and Deed of Trust, dated as of October 1, 1937, with such changes thereto as the Executive Committee or the officers of the Company executing the same may approve, such approval to be conclusively evidenced by the actions of the Executive Committee in setting the terms of said First Mortgage Bonds or by the execution and delivery thereof by the officers of the Company; and, until definitive bonds are ready for delivery, the proper officers of the Company be, and they hereby are, authorized in their discretion to execute and deliver to Deutsche Bank Trust Company Americas, as Corporate Trustee, and Deutsche Bank Trust Company Americas, be, and it hereby is, requested to authenticate and deliver a temporary bond or temporary bonds in substantially the form approved by the Executive Committee of this Board; and be it FURTHER RESOLVED, That if any officer of the Company who signs, or whose facsimile signature appears upon, said First Mortgage Bonds, ceases to be an officer of the Company prior to the issuance of said Bonds, the Bonds so signed or bearing such facsimile signature shall nevertheless be valid; and be it NYA /6/ :I7pm 4

28 FURTHER RESOLVED, That upon all said First Mortgage Bonds the signature of the President or a Vice President of the Company, the signature of the Secretary or an Assistant Secretary of the Company and the seal of the Company may be facsimile; and that any such facsimile signature of any such officer of the Company appearing on said First Mortgage Bonds is hereby approved and adopted as a signature of such officer of the Company, and any such facsimile seal of the Company appearing on said First Mortgage Bonds is hereby approved and adopted as a seal of the Company; and be it FURTHER RESOLVED, That in respect of said First Mortgage Bonds, Deutsche Bank Trust Company Americas be, and it hereby is, appointed agent of this Company (1) in respect of the payment of the principal of, and interest (and premium, if any) on, said First Mortgage Bonds, (2) in respect of the registration, transfer and exchange of said First Mortgage Bonds, and (3) upon which notices, presentations and demands to or upon the Company in respect of said First Mortgage Bonds, and in respect of the Company's said Mortgage and Deed of Trust, dated as of October 1, 1937, as supplemented, may be given or made; and be it FURTHER RESOLVED, That Rex Blackburn be, and he hereby is, appointed Counsel, under the Mortgage, to render any opinions of counsel required thereunder, and Lisa A. Grow be, and she hereby is, appointed Engineer, under the Mortgage, to make, execute and deliver any Engineer's Certificate required thereunder, said appointments to remain in effect until the Trustee receives written notice to the contrary; and be it FURTHER RESOLVED, That the Executive Committee and the proper officers of this Company be, and they hereby are, authorized to take such actions, for and on behalf of the Company, relating to the authentication, creation, issuance, sale and delivery of said First Mortgage Bonds, the execution and delivery of one or more Supplemental Indentures as hereinabove provided and the recording and filing of such completed Supplemental Indentures in such offices as they may deem necessary or desirable, including, without limitation, the determination of the interest rate and the insertion thereof in the form of said First Mortgage Bonds and, at their option, in the Supplemental Indenture creating such series; and be it FURTHER RESOLVED, That the proper officers of the Company be, and they hereby are, authorized and empowered to execute and deliver on behalf of the Company one or more indentures providing for the issuance of Debt Securities by the Company, including supplements to any indenture, with such trustee or trustees as they may appoint, such indenture or indentures, or supplement or supplements, to be in such form or forms and bear such date or dates as may be approved by the officers of the Company executing the same, such approval to be NYA /6/ :17pm 5

29 conclusively evidenced by the execution of said indenture or indentures or supplement or supplements; and be it FURTHER RESOLVED, That the proper officers of the Company be, and they hereby are, authorized and empowered to appoint any agent, trustee or registrar necessary or appropriate in connection with the issuance or sale of the Debt Securities; and be it FURTHER RESOLVED, That the trustee appointed in connection with the issuance or sale of the Debt Securities be, and it hereby is, requested, upon fulfillment of the requirements specified in said indenture, to authenticate said Debt Securities, and deliver the same promptly, in accordance with the written order or orders of the Company signed by the President or any Vice President, and by the Treasurer or any Assistant Treasurer of the Company; and be it FURTHER RESOLVED, That the proper officers of the Company be, and they hereby are, authorized and empowered to execute the Debt Securities in temporary or definitive form, under manual or facsimile signature, and under the facsimile seal of the Company attested by the manual or facsimile signature of the Secretary; and be it FURTHER RESOLVED, That the Executive Committee and the proper officers of this Company be, and they hereby are, authorized to take such actions, for and on behalf of the Company, relating to the authentication, creation, issuance, sale and delivery of said Debt Securities, the execution and delivery of the indenture and one or more supplemental indentures as hereinabove provided, including, without limitation, the determination of the interest rate and the insertion thereof in the form of said Debt Securities and, at their option, in the supplemental indenture creating such series; and be it FURTHER RESOLVED, That the Executive Committee and the proper officers of this Company be, and they hereby are, authorized and empowered in the name and on behalf of the Company to do or cause to be done any and all other acts and things as they may deem necessary or desirable to consummate the transactions set forth in and contemplated by these resolutions with full power to act in the premises, and that all actions of the Executive Committee and the proper officers of the Company taken pursuant to and in furtherance of the purposes of these resolutions be, and they hereby are, established as actions of this Board of Directors. NYA /6/ :17pm 6

30 Exhibit E

31 Electric Plant : IDAHO POWER MPANY BALANCE SHEET AS OF DECEMBER 31, 2009 ASSETS Actual Adjustments After Adjustments In service (at original cost) $ 4,160,177,974 $ 4,160,177,974 Accumulated provision for depreciation (1,558,537,751) (1,558,537,751) In service - Net 2,601,640,223 2,601,640,223 Construction work in progress 289,188, ,188,358 Held for future use 7,150,794 7,150,794 Electric plant Net 2,897,979,375 2,897,979,375 Investments and Other Property: Nonutility property 1,335,962 1,335,962 Investment in subsidiary companies 83,968,893 83,968,893 Other 22,994,658 22,994,658 Total investments and other property 108,299, ,299,513 Current Assets: Cash and cash equivalents 21,624,930 $ 500,000, ,624,930 Receivables: Customer... 76,792,157 76,792,157 Other 10,648,566 10,648,566 Allowance for uncollectible accounts (1,990,343) (1,990,343) Taxes receivable 3,585,173 3,585,173 Accrued unbilled revenues 51,271,984 51,271,984 Materials and supplies (at average cost) 48,054,026 48,054,026 Fuel stock (at average cost) 25,633,645 25,633,645 Prepayments 10,959,775 10,959,775 Deferred income taxes 7,887,350 7,887,350 Other 2,114,333 2,114,333 Total current assets 256,581, ,000, ,581,596 Deferred Debits: American Falls and Milner water rights 24,226,056 24,226,056 Company owned life insurance 26,653,662 26,653,662 Regulatory assets associated with income taxes 382,135, ,135,977 Regulatory assets associated with pension 191,952, ,952,313 Regulatory assets - other 146,311, ,311,696 Other 39,250,076 39,250,076 Total deferred debits 810,529, ,529,780 Total $ 4,073,390,264 $ 500,000,000 $ 4,573,390,264 varnitch mwebt issuance1november 20071balance sheet - september.xls

32 IDAHO POWER MPANY BALANCE SHEET AS OF DECEMBER 31, 2009 CAPITALIZATION AND LIABILITIES Common Shares Common Shares Authorized Outstanding Actual Adjustments After Adjustments Equity Capital: 50,000,000 39,150,812 Common stock $ 97,877,030 $ 97,877,030 Premium on capital stock 638,757, ,757,435 Capital stock expense (2,096,925) (2,096,925) Retained earnings 547,695, ,695,463 Accummulated other comprehensive income (8,266,663) (8,266,663) Total equity capital 1,273,966,340 1,273,966,340 Long-Term Debt: First mortgage bonds 1,215,000,000 $ 500,000,000 1,715,000,000 Pollution control revenue bonds 170,460, ,460,000 American Falls bond and Milner note guarantees 27,330,454 27,330,454 Unamortized discount on long-term debt (Dr) (3,060,748) (3,060,748) Total long-term debt 1,409,729, ,000,000 1,909,729,706 Current Liabilities: Long-term debt due within one year 1,063,637 1,063,637 Accounts payable 83,127,784 83,127,784 Notes and accounts payable to related parties 1,735,649 1,735,649 Interest accrued 20,056,333 20,056,333 Other 40,001,884 40,001,884 Total current liabilities 145,985, ,985,287 Deferred Credits: Deferred income taxes 611,749,022 Regulatory liabilities associated with accumulated deferred 611,749,022 investment tax credits 73,505,525 73,505,525 Regulatory liabilities associated with income taxes 47,183,293 47,183,293 Regulatory liabilities-other 167,091, ,091,504 Other 344,179, ,179,587 Total deferred credits 1,243,708,931 1,243,708,931 Total 4,073, $ 500,000,000 $ 4,573,390,264 vamitch m\debt issuancethovember 2007\balance sheet - september.xfs

33 IDAHO POWER MPANY STATEMENT OF ADJUSTING JOURNAL ENTRIES As of December 31, 2009 Giving Effect to the Proposed issuance of First mortgage bonds Entry No. 1 Cash $ 500,000,000 First mortgage bonds $ 500,000,000 To record the proposed issuance of First mortgage bonds and the receipt of cash. OfrIfiriancirOopuc securities application adjusting entries.xls

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39 Idaho Power Company Consolidated Balance Sheet Assets December 31, 2009 December 31, 2009 December 31, 2008 IncreaselDecrease Prior Year ELECTRIC PLANT In Service (at original cost) 4,160,177, ,030,133, ,044, Accumulated provision for depreciation (1,558,537,751.26) (1,505,119,564.08) (53,418,187.18) In Service - Net 2,601,640, ,525,014, ,625, Construction work in progress 289,188, ,662, ,526, Held for future use 7,150, ,318, , Electric plant - Net 2,897,979, ,738,994, ,984, INVESTMENTS AND OTHER PROPERTY 108,563, ,001, ,562, CURRENT ASSETS: Cash and cash equivalents 21,624, ,141, ,483, Receivables: Customer 76,792, ,433, ,358, Allowance for uncollectible accounts (1,990,343.06) (1,723,935.64) (266,407.42) Notes - 533, (533,803.38) Employee notes 64, , (114,515.05) Related parties - (2,011.36) 2, Other 10;884,411,80 7,233, ,350, Derivatives & Hedges 652, (149,411.00) Accrued unbilled revenue 51,271, ,933, ,338, Materials and supplies (at average cost) 48,054, ,121, (2,067,143.65) Fuel stock (at average cost) 25,633, ,851, ,781, Prepayments 10,959, ,865, ,094, Deferred income taxes 113, ,090, (1,977,744.00) Regulatory assets (7:468&e0) 1,312, (8,806,083.13) Other 1,067, , Total current assets 237,184, ,919, ,265, DEFERRED DEBITS: American Falls and Milner water rights 24,226, ,331, (2,105,645.08) Company owned life insurance 26,653, ,482, (2,828,602.50) Regulatory assets 723,325, ,332, ,993, Employee notes 572, , , Other 35,751, ,852, (7,100,283.00) Total deferred debits 810;529, ,052, ,477, TOTAL 3,839,967, ,289, Report Request: IP BS Layout Name: IP BALANCE SHEET REV 0609 Run: January 16, 2010 at 08:18 AM

40 Idaho Power Company Consolidated Balance Sheet Capitalization and Liabilities December 31, 2009 December 31, 2009 December 31, 2008 Increase/Decrease Prior Year CAPITALIZATION: Common stock equity' Common stock $2.50 par value (50,000,000shares authorized; 39,150,812 shares outstanding) 97,877, ,877, Premium on capital stock 638,757, ,757, ,000, Capital stock expense (2,096,924.51) (2,096,924.51) APPROPRIATED RETAINED EARNINGS 1,543, ,543, UNAPPROP RETAINED EARNINGS 988,793, ,191, ,601, UNAPPROP RE -DIVIDENDS (517,667,328.88) (460,756,761.26) (56,910,567.62) UNAPPROP RE-TRANSFER FROM SUB (62,281.69) (62,281.69) UNAPPROP RE-ADJ TO RE-PRFD STK (2,599,843.45) (2,599,843.45) - UNAPPROP RETAINED ERNGS-IER 62,552, ,595, ,957, UNAPPROP RE-F1N48 15,135, ,135, Retained earnings 547,695, ,047, ,648, Accumulated other comprehensive income (loss) (8,266,663.49) (8,706,614.95) 439, Total common stock equity 1,273,966, ,187,877, ,088, Preferred stock Long-term debt 1,409,729, ,180,690, ,038, Total capitalization 2,683,696, ,368,568, ,127, CURRENT LIABILITIES: Long-term debt due within one year 1,063, ,063, (80,000,000.00) Notes payable - 112,850, (112,850,000.00) Accounts payable 83,127, ,267, (13,139,982.67) Notes and accounts to related parties 1,735, , , Taxes accrued (3,585,172.95) (41,363,491.67) 37,778, Interest accrued 20,056, ,674, ,381, Uncertain tax positions 1,137, ,119, Deferred income taxes (7,774,316.60)..... (1,761,404.47) (6,012,912.13) Other 31,089, ,393, (6,303,908.23) Total Current Liabilities 306,010, (179,158,521.15) DEFERRED CREDITS: Deferred income taxes 611,749, ,158, ,590, Derivative & hedge - long-term - Regulatory liabilities 277,886, ,266, ,620, Interest accrued 327, Uncertain tax positions - - Other 353,746, ,963, ,783, Total deferred credits 1,243,708, ,165,388, ,320, MMITMENTS AND NTINGENT LIABILITIES TOTAL 4,054,256,451,24 3,839,967, ,289, Report Request: IP BS Layout Name: IP BALANCE SHEET REV 0609 Run: January 15, 2010 at 08:18 AM

41 Exhibit F

42 MMITMENTS AND NTINGENCIES: Purchase Obligations: At December 31, 2009, Idaho Power had the following long-term commitments relating to purchases of energy, capacity, transmission rights and fuel: Thereafter (thousands of dollars) Cogeneration and power production $ 210,999 $ 229,740 $ 124,051 $ 113,884 $ 114,850 $ 1,680,001 Power and transmission rights 44,298 21,979 8,699 3,296 2,404 7,612 Fuel 64,132 64,130 52,671 54,032 53,136 95,346 As of December 31, 2009, Idaho Power had signed agreements to purchase energy from 96 CS PP facilities with contracts ranging from one to 30 years. Eighty of these facilities, with a combined nameplate capacity of 298 MW, were on-line at the end of 2009; the other 16 facilities under contract, with a combined nameplate capacity of 266 MW, are projected to come on-line during 2010 and The majority of the new facilities will be wind resources which will generate on an intermittent basis. During 2009, Idaho Power purchased 970,419 megawatt-hours (MWh) from these projects at a cost of $59 million, resulting in a blended price of 6.1 cents per kilowatt hour. Idaho Power purchased 756,014 megawatt-hours at a cost of $45.9 million in 2008, and 777,147 megawatt-hours at a cost of $45 million in In addition, Idaho Power has the following long-term commitments for lease guarantees, equipment, maintenance and services, and industry related fees Thereafter (thousands of dollars) Operating leases $ 2,733 $ 2,035 Equipment, maintenance, and service $ 1,324 $ 1,335 $ 1,403 $ 5,737 agreements 58,491 14,492 8,357 7,339 3,296 6,933 FERC and other industry related fees 7,016 6,475 6,540 6,505 4,199 20,534 Idaho Power's expense for operating leases was approximately $3 million each year in 2009, 2008 and Guarantees Idaho Power has agreed to guarantee the performance of reclamation activities at Bridger Coal Company of which IERCo owns a one-third interest. This guarantee, which is renewed each December, was $63 million at December 31, Bridger Coal Company has a reclamation trust fund set aside specifically for the purpose of paying these reclamation costs. At this time Bridger Coal Company is revising their estimate of future reclamation costs. To ensure that the reclamation trust fund maintains adequate reserves, Bridger Coal Company has the ability to add a per ton surcharge if it is determined that future liabilities exceed the trust's assets. Because of the existence of the fund and the ability to apply a per ton surcharge, the estimated fair value of this guarantee is minimal. NTINGENCIES Legal Proceedings Western Energy Proceedings at the FERC: Throughout this report, the term "western energy situation" is used to refer to the California energy crisis that occurred during 2000 and 2001, and the energy shortages, high prices and blackouts in the western United States. High prices for electricity in California and in western wholesale markets during 2000 and 2001 caused numerous purchasers of electricity in those markets to initiate proceedings seeking refunds or other forms of relief. Some of these proceedings (the western energy proceedings) remain pending before the FERC or on appeal to the United States Court of Appeals for the Ninth Circuit (Ninth Circuit).

43 There are pending in the Ninth Circuit approximately 200 petitions for review of numerous FERC orders regarding the western energy situation. Decisions in these appeals may have implications with respect to other pending cases, including those to which Idaho Power is party. Idaho Power intends to vigorously defend its position in these proceedings, but is unable to predict the outcome of these matters. Except as to the matters described below under "Pacific Northwest Refund," Idaho Power believes that settlement releases it has obtained that are described below under "California Refund" and "Market Manipulation" will restrict potential claims that might result from the disposition of the pending Ninth Circuit review petitions and that these matters will not have a material adverse effect on its consolidated financial positions, results of operations or cash flows. California Refund: This proceeding originated with an effort by agencies of the State of California and investor-owned utilities in California to obtain refunds for a portion of the spot market sales from sellers of electricity into California markets from October 2, 2000, through June 20, The FERC has issued numerous orders establishing price mitigation plans for sales in the California wholesale electricity market, including the methodology for determining refunds. Numerous parties have petitioned the Ninth Circuit for review of the FERC's orders on California refunds. As additional FERC orders have been issued, further petitions for review have been filed before the Ninth Circuit, which from time to time has identified discrete cases that can proceed to briefing and decision while it stayed action on the other consolidated cases. On May 22, 2006 the FERC approved an Offer of Settlement between and among Idaho Power, the California Parties (Pacific Gas & Electric Company, San Diego Gas & Electric Company, Southern California Edison Company, the California Public Utilities Commission, the California Electricity Oversight Board, the California Department of Water Resources and the California Attorney General) and additional parties that elected to be bound by the settlement. The settlement disposed of matters encompassed by the California refund proceeding, as well as other claims and investigations relating to the western energy situation among and between the parties agreeing to be bound by it. Although many market participants agreed to be bound by the settlement, other market participants, representing a small minority of potential refund claims, initially elected not to be bound by the settlement. From time to time, as the California Parties have reached settlements with those other market participants, they have elected to opt into the Idaho Power-California Parties' settlement. The settlement provided for approximately $23.7 million of Idaho Power's estimated $36 million rights to accounts receivable from the Cal ISO and the California Power Exchange (CaIPX) to be assigned to an escrow account for refunds and for an additional $1.5 million of accounts receivable to be retained by the CaIPX until the conclusion of the litigation. The additional $1.5 million of accounts receivable retained by the CaIPX is available to fund the claims of non-settling parties if they prevail in the remaining litigation of these California market matters. Any additional amounts owed to non-settling parties would be funded by other amounts owed to Idaho Power by the Cal ISO and CaIPX, or directly by Idaho Power, and any excess funds remaining at the end of the case would be returned to Idaho Power. The remaining Idaho Power receivables were paid to Idaho Power under the settlement. In an August 2006 decision, the Ninth Circuit ruled that all transactions that occurred within the CaIPX and the Cal ISO markets were proper subjects of the refund proceeding. In that decision the Ninth Circuit refused to expand the proceedings into the bilateral market, approved the refund effective date as October 2, 2000, required the FERC to consider claims that some market participants had violated governing tariff obligations at an earlier date than the refund effective date, and expanded the scope of the refund proceeding to include transactions within the CaIPX and Cal ISO markets outside the limited 24-hour spot market and energy exchange transactions. Parts of the decision exposed sellers to increased claims for potential refunds. The Ninth Circuit issued its mandate on April 15, 2009, thereby officially returning the cases to the FERC for further action consistent with the court's decision. On November 19, 2009, the FERC issued an order to implement the Ninth Circuit's remand. The remand order established a trial-type hearing in which participants will be permitted to submit information regarding (I) specified tariff violations committed by any public utility seller from January 1, October 2, 2000 resulting in a transaction that set a market clearing price for the trading period when the violation occurred and (ii) claims for refunds for multi-day transactions and energy exchange transactions entered into during the refund period (October 2, 2000 June 20, 2001). Numerous parties including Idaho Power filed motions to clarify the FERC's order. Although Idaho Power is unable to predict when or how FERC will rule on these

44 motions, the effect of the remand order for Idaho Power is confined to the minority of market participants that are not bound by the Idaho Power-California Parties' settlement described above. Accordingly, Idaho Power believes the remanded proceedings will not have a material adverse effect on its consolidated financial positions, results of operations or cash flows. In 2005, the FERC established a framework for sellers wanting to demonstrate that the generally applicable FERC refund methodology interfered with the recovery of costs. Idaho Power made such a cost filing, which was rejected by the FERC. On June 18, 2009, FERC issued an order stating that it was not ruling on Idaho Power's request for rehearing of the cost filing rejection because their request had been withdrawn in connection with the Idaho Power-California Parties' settlement. On July 8, 2009 Idaho Power sought further rehearing at the FERC because its withdrawal pertained only to the parties with whom Idaho Power had settled. On June 18, 2009, in a separate order, the FERC ruled that only net refund recipients were responsible for the costs associated with cost filings. While most net refund recipients are bound by the settlement, until the Cai ISO completes its refund calculations, it is uncertain whether there are any net refund recipients who are not bound by the settlement. If there are no such parties, then Idaho Power's request for rehearing will be moot. FERC has not yet ruled on the request for rehearing. Idaho Power is unable to predict how or when the FERC might rule, but the effect of any such ruling is confined to obligations of Idaho Power to the small minority of claims of market participants that are not bound by the settlement. Accordingly, Idaho Power believes this matter will not have a material adverse effect on its consolidated financial positions, results of operations or cash flows. Market Manipulation: On June 25, 2003, the FERC ordered more than 50 entities that participated in the western wholesale power markets between January 1, 2000, and June 20, 2001, including Idaho Power, to show cause why certain trading practices did not constitute gaming ("gaming") or other forms of proscribed market behavior in concert with another party ("partnership") in violation of the Cal ISO and CaLPX Tariffs. In 2004, the FERC dismissed the "partnership" show cause proceeding against Idaho Power. Later in 2004, the FERC approved a settlement of the "gaming" proceeding without finding of wrongdoing by Idaho Power. The orders establishing the scope of the show cause proceedings are presently the subject of review petitions in the Ninth Circuit. Although Idaho Power is unable to predict how'or when the Ninth Circuit will act on these review petitions, in light of the settlement described above, Idaho Power believes this matter will not have a material adverse effect on its consolidated financial positions, results of operations or cash flows. On June 25, 2003, the FERC also issued an order instituting an investigation of anomalous bidding behavior and practices in the western wholesale markets for the time period May 1, 2000, through October 1, 2000, but the FERC terminated its investigations as to Idaho Power on May 12, California government agencies and California investor-owned utilities have appealed the FERC's termination of this investigation as to Idaho Power and more than 30 other market participants. Idaho Power is unable to predict the outcome of these petitions for review proceedings, but believes that the settlement releases govern any potential claims that might arise and that this matter will not have a material adverse effect on its consolidated financial positions, results of operations or cash flows. Pacific Northwest Refund: On July 25, 2001, the FERC issued an order establishing a proceeding separate from the California refund proceeding to determine whether there may have been unjust and unreasonable charges for spot market sales in the Pacific Northwest during the period December 25, 2000, through June 20, 2001, because the spot market in the Pacific Northwest was affected by the dysfunction in the California market. In 2003, the FERC terminated the proceeding and declined to order refunds, but in 2007 the Ninth Circuit issued an opinion, in Port of Seattle, Washington v. FERC, remanding to the FERC the orders that declined to require refunds. The Ninth Circuit's opinion instructed the FERC to consider whether evidence of market manipulation would have altered the agency's conclusions about refunds and directed the FERC to include safes to the California Department of Water Resources (CDWR) in the scope of proceeding. The Ninth Circuit officially returned the case to the FERC on April 16, On September 4, 2009, Idaho Power joined with a number of other parties in a joint petition for a writ of certiorari to the U.S. Supreme Court, which was denied on January 11, In separate filings, the California Parties, which no longer include the California Electricity Oversight Board, and the City of Tacoma, Washington and the Port of Seattle, Washington asked the FERC to take actions to

45 reorganize and restructure the case so that they may pursue claims that all spot market sales in the Cal ISO and CaPX markets and in the Pacific Northwest from January 1, 2000 through June 20, 2001 should be repriced, and thereby become subject to refund, because market manipulation and tariff violations affected spot market prices. This would expand the scope of the refund period in the Pacific Northwest proceeding from the December 25, 2000 through June 20, 2001 period previously considered by the FERC. On May 22, 2009, the California Parties filed a motion with the FERC to sever the CDWR sales from the remainder of the Pacific Northwest proceedings and to consolidate the CDWR sales portion of the Pacific Northwest case with ongoing proceedings in cases that Idaho Power has settled and with a new complaint filed on May 22, 2009 by the California Attorney General against parties with whom the California Parties have not settled (Brown - Complaint). Idaho Power, along with a number of other parties, filed their opposition to the motion of the California Parties. Many other parties also filed responses to the motion of the California Parties. The City of Tacoma, Washington and the Port of Seattle, Washington filed a motion on August 4, 2009 with the FERC in connection with the California refund proceeding, the Lockyer remand pending before the FERC (involving claims of failure to file quarterly transaction reports with the FERC, from which Idaho Power previously was dismissed), the Brown Complaint and the Pacific Northwest refund remand proceeding. The City of Tacoma and the Port of Seattle motion asks the FERC, either on a summary basis or after new evidentiary hearings, to require refunds from all sellers in the Pacific Northwest spot markets for the expanded period (January 1, 2000 through June 20, 2001). Idaho Power joined with a number of other sellers in the Pacific Northwest markets during 2000 and 2001 in opposing the motion of the City of Tacoma and the Port of Seattle. Idaho Power intends to vigorously defend its position in these proceedings, but is unable to predict the outcome of these matters or estimate the impact these matters may have on its consolidated financial positions, results of operations or cash flows. Western Shoshone National Council: On April 10, 2006, the Western Shoshone National Council (which purports to be the governing body of the Western Shoshone Nation) and certain of its individual tribal members filed a First Amended Complaint and Demand for Jury Trial in the U.S. District Court for the District of Nevada, naming Idaho Power and other unrelated entities as defendants. Plaintiffs allege that Idaho Power's ownership interest in certain land, minerals, water or other resources was converted and fraudulently conveyed from lands in which the plaintiffs had historical ownership rights and Indian title dating back to the 1860's or before. On May 31, 2007, the U.S. District Court granted the defendants' motion to dismiss stating that the plaintiffs' claims are barred by the finality provision of the Indian Claims Commission Act, and entered judgment in favor of Idaho Power on January 25, Plaintiffs appealed the district court's decision to the Ninth Circuit which affirmed the district court's dismissal of the action. The time within which plaintiffs could pursue further review has expired. Sierra Club Lawsuit-Bridger: In February 2007, the Sierra Club and the Wyoming Outdoor Council filed a complaint against PacifiCorp in the U.S. District Court for the District of Wyoming alleging violations of air quality opacity standards at the Jim Bridger coal-fired plant in Sweetwater County, Wyoming. Opacity is an indication of the amount of light obscured by the flue gas of a power plant. The complaint alleged thousands of opacity permit violations by PacifiCorp and sought a declaration that PacifiCorp had violated opacity limits, a permanent injunction ordering PacifiCorp to comply with such limits, civil penalties of up to $32,500 per day per violation, and reimbursement of plaintiffs' costs of litigation, including reasonable attorneys' fees. Idaho Power is not a party to this proceeding but has a one-third ownership interest in the plant. PacifiCorp owns a two-thirds interest in and is the operator of the plant. On February 10, 2010, PacifiCorp and plaintiffs reached an agreement in principle to the settlement of the lawsuit in its entirety. The settlement is subject to the approval of the Environmental Protection Agency and the court. If approved, the settlement will not have a material adverse effect on Idaho Power's consolidated financial positions, results of operations or cash flows. Sierra Club Lawsuit Boardman: In September 2008, the Sierra Club and four other non-profit corporations filed a complaint against Portland General Electric Company (PGE) in the U.S. District Court for the District of Oregon alleging opacity permit limit violations at the Boardman coal-fired plant located in Morrow County, Oregon. The complaint also alleged violations of the Clean Air Act, related federal regulations and the Oregon State Implementation Plan relating to PGE's construction and operation of the plant. The complaint sought a declaration that PGE had violated opacity limits, a permanent injunction ordering PGE to comply with such limits, injunctive relief requiring PGE to remediate alleged environmental

46 damage and ongoing impacts, civil penalties of up to $32,500 per day per violation, and reimbursement of plaintiffs' costs of litigation, including reasonable attorneys' fees. Idaho Power is not a party to this proceeding but has a 10 percent ownership interest in the Boardman plant. PGE owns 65 percent and is the operator of the plant. On December 5, 2008, PGE filed a motion to dismiss nine of the twelve claims asserted by plaintiffs in their complaint, alleging among other arguments that certain claims are barred by the statute of limitations or fail to state a claim upon which the court can grant relief. On September 30, 2009, the court denied most of PGE's motion to dismiss. Idaho Power continues to monitor the status of this matter but is unable to predict its outcome or what effect this matter may have on its consolidated financial position, results of operations or cash flows. Snake River Basin Adjudication: Idaho Power is engaged in the Snake River Basin Adjudication (SRBA), a general stream adjudication, commenced in 1987, to define the nature and extent of water rights in the Snake River basin in Idaho, including the water rights of Idaho Power. On March 25, 2009, Idaho Power and the State of Idaho (State) entered into a settlement agreement with respect to the 1984 Swan Falls Agreement and Idaho Power's water rights under the Swan Falls Agreement, which settlement agreement is subject to certain conditions discussed below. The settlement agreement will also resolve litigation between Idaho Power and the State relating to the Swan Falls Agreement that was filed by Idaho Power on May 10, 2007, with the Idaho District Court for the Fifth Judicial Circuit, which has jurisdiction over SRBA matters including the Swan Falls case. The settlement agreement resolves the pending litigation by clarifying that Idaho Power's water rights in excess of minimum flows at its hydroelectric facilities between Milner Dam and Swan Falls Dam are subordinate to future upstream beneficial uses, including aquifer recharge. The agreement commits the State and Idaho Power to further discussions on important water management issues concerning the Swan Falls Agreement and the management of water in the Snake River Basin. It also recognizes that water management measures that enhance aquifer levels, springs and river flows, such as aquifer recharge projects, benefit both agricultural development and hydropower generation and deserve study to determine their economic potential, their impact on the environment and their impact on hydropower generation. These will be a part of the Comprehensive Aquifer Management Plan (CAMP), approved by the Idaho Water Resource Board for the Eastern Snake Plain Aquifer (ESPA), which includes limits on the amount of aquifer recharge. Idaho Power is a member of the ESPA CAMP advisory committee and implementation committee. On April 24, 2009, the Governor of Idaho signed into law legislation approving provisions contained in the settlement agreement. On May 6, 2009, as part of the settlement, Idaho Power, the Governor of Idaho and the Idaho Water Resource Board executed a memorandum of agreement relating to future aquifer recharge efforts and further assurances as to limitations on the amount of aquifer recharge. Idaho Power and the State also filed a joint motion to the SRBA court to dismiss the Swan Falls case and enter the stipulated water right decrees set forth in the settlement agreement. Parties representing groundwater users in the Eastern Snake Plain Aquifer objected to some of the language proposed by Idaho Power and the State relating to water rights in the decrees to be entered by the SRBA court as contemplated by the Settlement Agreement. Specifically, the concerns relate to the language describing the subordination of the rights and its interplay with the original Swan Falls settlement document and implementing legislation. On January 4, 2010, the court issued an order approving the overall settlement subject to certain modifications to the draft water right decrees proposed by the company and the state. The company is working with the state and the parties to reach agreement consistent with the court's order regarding the language of the decrees. U.S. Bureau of Reclamation: Idaho Power filed a complaint on October 15, 2007 and an amended complaint on September 30, 2008 in the U.S. District Court of Federal Claims in Washington, D.C. against the U.S. Bureau of Reclamation. The complaint relates to a contract right for delivery of water to its hydropower projects on the Snake River to recover damages from the U.S. for the lost generation resulting from reduced flows and a prospective declaration of contractual rights so as to prevent the U.S. from continued failure to fulfill its contractual and fiduciary duties to Idaho Power. In 1923, Idaho Power and the U.S. entered into a contract that facilitated the development of the American Falls Reservoir by the U.S. on the Snake River in southeast Idaho. This 1923 contract entitles Idaho Power to 45,500 acre-feet of primary