What changed in this filing

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Item 9A. Controls and Procedures

2024-02-15 compared with 2023-02-16 · 66 added, 103 removed, 502 unchanged (25% of the section changed)

1 unchanged sentence

Disclosure Controls and Procedures - IDACORP, Inc.

The Chief Executive Officer and Chief Financial Officer of IDACORP, Inc., based on their evaluation of IDACORP, Inc.’s disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) as of December 31, 2022, have concluded that IDACORP, Inc.’s disclosure controls and procedures are effective as of that date.

The Chief Executive Officer and Chief Financial Officer of IDACORP, based on their evaluation of IDACORP’s disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) as of December 31, 2023, have concluded that IDACORP’s disclosure controls and procedures are effective as of that date.

Internal Control Over Financial Reporting - IDACORP, Inc.

1 unchanged sentence

The management of IDACORP is responsible for establishing and maintaining adequate internal control over financial reporting for IDACORP.

Internal control over financial reporting is defined in Rule 13a-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the company’s principal executive and principal financial officers and effected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:

Internal control over financial reporting is defined in Rule 13a-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, the company’s principal executive and principal financial officers and effected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:

• pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;

35 unchanged sentences

Disclosure Controls and Procedures - Idaho Power Company

The Chief Executive Officer and Chief Financial Officer of Idaho Power Company, based on their evaluation of Idaho Power Company's disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) as of December 31, 2022, have concluded that Idaho Power Company's disclosure controls and procedures are effective as of that date.

The Chief Executive Officer and Chief Financial Officer of Idaho Power, based on their evaluation of Idaho Power's disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) as of December 31, 2023, have concluded that Idaho Power's disclosure controls and procedures are effective as of that date.

Internal Control Over Financial Reporting - Idaho Power Company

Management’s Annual Report on Internal Control Over Financial Reporting

The management of Idaho Power Company (Idaho Power) is responsible for establishing and maintaining adequate internal control over financial reporting of Idaho Power.

The management of Idaho Power is responsible for establishing and maintaining adequate internal control over financial reporting of Idaho Power.

• pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;

35 unchanged sentences

and Idaho Power Company

There have been no changes in IDACORP, Inc.’s or Idaho Power Company’s internal control over financial reporting during the quarter ended December 31, 2022, that have materially affected, or are reasonably likely to materially affect, IDACORP, Inc.’s or Idaho Power Company’s internal control over financial reporting.

There have been no changes in IDACORP’s or Idaho Power’s internal control over financial reporting during the quarter ended December 31, 2023, that have materially affected, or are reasonably likely to materially affect, IDACORP’s or Idaho Power’s internal control over financial reporting.

OTHER INFORMATION

During the three months ended December 31, 2023, none of IDACORP's or Idaho Power's directors or officers (as defined in

Rule 16a-1(f) of the Exchange Act) adopted , terminated , or modified a Rule 10b5-1 trading arrangement or

non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K).

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

2 unchanged sentences

The portions of IDACORP’s definitive proxy statement appearing under the captions “Proposal No.

Election of Directors,” “Delinquent Section 16(a) Reports,” “Board of Directors - Committees of the Board of Directors - Audit Committee,” “Corporate Governance at IDACORP - Codes of Business Conduct,” and "Corporate Governance at IDACORP - Certain Relationships and Related Transactions" to be filed pursuant to Regulation 14A for the 2023 annual meeting of shareholders are hereby incorporated by reference.

Election of Directors,” “Board of Directors - Committees of the Board of Directors - Audit Committee,” “Corporate Governance at IDACORP - Codes of Business Conduct,” and "Corporate Governance at IDACORP - Certain Relationships and Related Transactions" to be filed pursuant to Regulation 14A for the 2024 annual meeting of shareholders are hereby incorporated by reference.

Information regarding IDACORP’s executive officers required by this item appears in Item 1 of this report under “Executive Officers of the Registrants.”

3 unchanged sentences

The portion of IDACORP’s definitive proxy statement appearing under the caption “Security Ownership of Directors, Executive Officers, and Five-Percent Shareholders” to be filed pursuant to Regulation 14A for the 2024 annual meeting of shareholders is hereby incorporated by reference.

The table below includes information as of December 31, 2022, with respect to the IDACORP 2000 Long-Term Incentive and Compensation Plan (LTICP) pursuant to which equity securities of IDACORP may be issued.

Equity Compensation Plan Information

The table below includes information as of December 31, 2023, with respect to the LTICP pursuant to which equity securities of IDACORP may be issued.

Plan Category (a)

11 unchanged sentences

(1) Represents shares subject to outstanding time-based restricted stock units, performance-based restricted stock units (at target), and deferred director stock unit awards, all under the LTICP.

Restricted stock unit awards and director deferred stock unit awards may be settled only for shares of common stock on a one-for-one basis.

Such awards may be settled only for shares of common stock on a one-for-one basis.

(2) None of the outstanding awards included in column (a) have an exercise price.

18 unchanged sentences

The services that the audit committee will consider include:

audit services such as attest services,

changes in the scope of the audit of the financial statements, and the issuance of comfort letters and consents in connection with financings;

audit services such as attest services, changes in the scope of the audit of the financial statements, and the issuance of comfort letters and consents in connection with financings;

audit-related services such as internal control reviews and assistance with internal control reporting requirements;

3 unchanged sentences

In addition, any proposed services exceeding pre-approved cost levels will require specific pre-approval by the audit committee.

Under the pre-approval policy, the Audit Committee has delegated to the Chairman of the Audit Committee pre-approval authority for proposed services;

however, the Chairman must report any pre-approval decisions to the Audit Committee at its next scheduled meeting.

Under the pre-approval policy, the audit committee has delegated to the Chair of the audit committee pre-approval authority for proposed services;

however, the Chair must report any pre-approval decisions to the audit committee at its next scheduled meeting.

Any request to engage the independent public accounting firm to provide a service which has not received general pre-approval must be submitted as a written proposal to Idaho Power’s Chief Financial Officer with a copy to the General Counsel.

The request must include a detailed description of the service to be provided, the proposed fee, and the business reasons for engaging the independent public accounting firm to provide the service.

Upon approval by the Chief Financial Officer, the General Counsel, and the independent public accounting firm that the proposed engagement complies with the terms of the pre-approval policy and the applicable rules and regulations, the request will be presented to the Audit Committee or the Audit Committee Chairman, as the case may be, for pre-approval.

In determining whether to pre-approve the engagement of the independent public accounting firm, the Audit Committee or the Committee Chairman, as the case may be, must consider, among other things, the pre-approval policy, applicable rules and regulations, and whether the nature of the engagement and the related fees are consistent with the following principles:

Upon approval by the Chief Financial Officer, the General Counsel, and the independent public accounting firm that the proposed engagement complies with the terms of the pre-approval policy and the applicable rules and regulations, the request will be presented to the audit committee or the audit committee Chair, as the case may be, for pre-approval.

In determining whether to pre-approve the engagement of the independent public accounting firm, the audit committee or the committee Chair, as the case may be, must consider, among other things, the pre-approval policy, applicable rules and regulations, and whether the nature of the engagement and the related fees are consistent with the following principles:

• the independent public accounting firm cannot function in the role of management of Idaho Power;

9 unchanged sentences

Some of the agreements contain statements, representations, and warranties by each of the parties to the applicable agreement.

These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and (a) should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties to the agreement if those statements prove to be inaccurate;

These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and (a) in all instances should not be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties to the agreement if those statements prove to be inaccurate;

(b) have been qualified by disclosures that were made to the other party, which disclosures are not necessarily reflected in the agreement;

29 unchanged sentences

3.10 Articles of Incorporation of IDACORP, Inc.

S-3 333-64737 3.1 11/4/1998

1 333-64737 3.1 11/4/1998

3.11 Articles of Amendment to Articles of Incorporation of IDACORP, Inc.

7 unchanged sentences

8-K 1-14465 3.13 5/21/2012

3.14 Amended and Restated Bylaws of IDACORP, Inc., amended on October 29, 2014 and presently in effect

10-Q 1-14465 3.15 10/30/2014

3.14 Amended and Restated Bylaws of IDACORP, Inc., effective as of November 16 , 20 23 and presently in effect

8-K 1-14465, 1-3198 3.1 11/22/2023

4.1 Mortgage and Deed of Trust, dated as of October 1, 1937, between Idaho Power Company and Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company) and R.

14 unchanged sentences

File number 2-18976, as Exhibit 4-O, Thirteenth, November 15, 1960*

File number 2-18977, as Exhibit 4-Q, Fourteenth, November 1, 1961*

File number 2-22988, as Exhibit 4-B-16, Fifteenth, September 15, 1964*

Incorporated by Reference

1 unchanged sentence

Date Included Herewith

File number 2-18977, as Exhibit 4-Q, Fourteenth, November 1, 1961*

File number 2-22988, as Exhibit 4-B-16, Fifteenth, September 15, 1964*

File number 2-24578, as Exhibit 4-B-17, Sixteenth, April 1, 1966*

43 unchanged sentences

8-K 1-14465 4.1 2/28/2001

4.7 First Supplemental Indenture dated as of February 1, 2001 to Indenture for Senior Debt Securities dated as of February 1, 2001 between IDACORP, Inc.

and Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company), as trustee

8-K 1-14465 4.2 2/28/2001

Incorporated by Reference

1 unchanged sentence

Date Included Herewith

4.7 First Supplemental Indenture dated as of February 1, 2001 to Indenture for Senior Debt Securities dated as of February 1, 2001 between IDACORP, Inc.

and Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company), as trustee

8-K 1-14465 4.2 2/28/2001

4.8 Indenture for Debt Securities dated as of August 1, 2001 between Idaho Power Company and Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company), as trustee

3 unchanged sentences

4.10 Description of the Registrant's Securities

10-K 1-14465, 1-3198 4.10 2/18/21

10.1 Amended and Restated Agreement for the Operation of the Jim Bridger Project, dated December 11, 2014, between Idaho Power Company and PacifiCorp

9 unchanged sentences

2899), dated January 22, 1990, between Idaho Power Company and the Twin Falls Canal Company and the Northside Canal Company Limited S-3 33-65720* 10(m) 7/7/1993

10.8 Credit Agreement, dated November 6, 2015, among IDACORP, Inc., Wells Fargo Bank, National Association, as administrative agent, swingline lender, and LC issuer, JPMorgan Chase Bank, N.A., as syndication agent and LC issuer, KeyBank National Association and MUFG Union Bank, N.A., as documentation agents and LC Issuers, and Wells Fargo Securities, LLC, J.P.

Morgan Securities LLC, Keybanc Capital Markets Inc., and MUFG Union Bank, N.A.

as joint lead arrangers and joint book runners, and the other lenders named therein

8-K 1-14465, 1-3198 10.1 11/9/2015

10.9 Credit Agreement, dated November 6, 2015, among Idaho Power Company, Wells Fargo Bank, National Association, as administrative agent, swingline lender, and LC issuer, JPMorgan Chase Bank, N.A., as syndication agent and LC issuer, KeyBank National Association and MUFG Union Bank, N.A., as documentation agents and LC Issuers, and Wells Fargo Securities, LLC, J.P.

Morgan Securities LLC, Keybanc Capital Markets, Inc., and MUFG Union Bank, N.A.

as joint lead arrangers and joint book runners, and the other lenders named therein

8-K 1-14465, 1-3198 10.2 11/9/2015

10.10 First Amendment to Credit Agreement, dated December 6, 2019, among IDACORP, Inc., Wells Fargo Bank, National Association, as administrative agent, swingline lender, and LC issuer;

JPMorgan Chase Bank, N.A., as syndication agent and LC issuer;

KeyBank National Association and MUFG Bank, LTD., as documentation agents and LC Issuers;

Wells Fargo Securities, LLC, and JPMorgan Chase Bank, N.A., as joint lead arrangers and joint book runners;

and the other lenders named therein

8-K 1-14465, 1-3198 10.1 12/10/2019

Incorporated by Reference

Exhibit Description Form File No.

Date Included Herewith

10.11 First Amendment to Credit Agreement, dated December 6, 2019, among Idaho Power Company, Wells Fargo Bank, National Association, as administrative agent, swingline lender, and LC issuer;

JPMorgan Chase Bank, N.A., as syndication agent and LC issuer;

KeyBank National Association and MUFG Bank, LTD., as documentation agents and LC Issuers;

Wells Fargo Securities, LLC, and JPMorgan Chase Bank, N.A., as joint lead arrangers and joint book runners;

and the other lenders named therein

8-K 1-14465, 1-3198 10.2 12/10/2019

10.12 Second Amendment to Credit Agreement, dated December 3, 2021, among IDACORP, Inc., Wells Fargo Bank, National Association, as administrative agent, an extending lender, swingline lender, and LC issuer; JPMorgan Chase Bank, N.A.; KeyBank National Association and MUFG Union Bank, N.A., as extending lenders and LC Issuers; and the other financial institutions party thereto

8-K 1-14465, 1-3198 10.1 12/3/2021

10.13 Second Amendment to Credit Agreement, dated December 3, 2021, among Idaho Power Company, Wells Fargo Bank, National Association, as administrative agent, an extending lender, swingline lender, and LC issuer; JPMorgan Chase Bank, N.A.; KeyBank National Association and MUFG Union Bank, N.A., as extending lenders and LC Issuers; and the other financial institutions party thereto

10.8 Credit Agreement, dated December 8, 2023, among IDACORP, Inc., Wells Fargo Bank, National Association, as administrative agent, swingline lender, and LC issuer, JPMorgan Chase Bank, N.A., as syndication agent and LC issuer, and the other lenders named therein

8-K 1-14465, 1-3198 10.1 12/11/2023

10.14 Third Amendment to Credit Agreement, dated November 18, 2022, among IDACORP, Inc., Wells Fargo Bank, National Association, as administrative agent, an extending lender, swingline lender, and LC issuer;

JPMorgan Chase Bank, N.A.;

and MUFG Union Bank, N.A., as extending lenders and LC Issuers;

and the other financial institutions party thereto

10.9 Credit Agreement, dated December 8, 2023, among Idaho Power Company, Wells Fargo Bank, National Association, as administrative agent, swingline lender, and LC issuer, JPMorgan Chase Bank, N.A., as syndication agent and LC issuer, and the other lenders named therein

8-K 1-14465, 1-3198 10.2 12/11/2023

10.15 Third Amendment to Credit Agreement, dated November 18, 2022, among Idaho Power Company, Wells Fargo Bank, National Association, as administrative agent, an extending lender, swingline lender, and LC issuer;

JPMorgan Chase Bank, N.A.;

and MUFG Union Bank, N.A., as extending lenders and LC Issuers;

and the other financial institutions party thereto

10.10 Forward Sale Agreement between IDACORP, Inc.

and Morgan Stanley & Co.

LLC dated as of November 7, 2023

8-K 1-14465 10.1 11/9/2023

10.16 Term Loan Credit Agreement, dated March 4, 2022, among Idaho Power Company, Wells Fargo Bank, National Association, as administrative agent, and U.S.

Bank National Association

10.11 Additional Forward Sale Agreement between IDACORP, Inc.

and Morgan Stanley & Co.

LLC dated as of November 8, 2023

8-K 1-14465 10.2 11/9/2023

7 unchanged sentences

10-Q 1-14465, 1-3198 10.62 11/1/2012

Incorporated by Reference

Exhibit Description Form File No.

Date Included Herewith

Idaho Power Company Security Plan for Senior Management Employees II, as amended and restated February 8, 2017

7 unchanged sentences

10-K 1-14465, 1-3198 10.21 2/17/2022

Incorporated by Reference

Exhibit Description Form File No.

Date Included Herewith

Form of Officer Indemnification Agreement between IDACORP, Inc.

22 unchanged sentences

2000 Long-Term Incentive and Compensation Plan - Form of Restricted Unit Award Agreement (Time Vesting)

10-K 1-14465, 1-3198 10.30 2/21/2019

IDACORP, Inc.

2000 Long-Term Incentive and Compensation Plan - Form of Performance Unit Award Agreement (Performance with Total Shareholder Return Goal)

10-K 1-14465, 1-3198 10.31 2/21/2019

IDACORP, Inc.

2000 Long-Term Incentive and Compensation Plan - Form of Performance Unit Award Agreement (Performance with Cumulative Earnings Per Share Goal)

10-K 1-14465, 1-3198 10.32 2/21/2019

IDACORP, Inc.

20 unchanged sentences

10-K 1-14465, 1-3198 10.50 2/26/2009

Incorporated by Reference

Exhibit Description Form File No.

Date Included Herewith

Form of Letter Agreement to Amend Outstanding Idaho Power Company Director Deferred Compensation Agreement (December 16, 2008)

6 unchanged sentences

10-K 1-14465, 1-3198 10.59 2/18/2016

Incorporated by Reference

Exhibit Description Form File No.

Date Included Herewith

Amendment, dated effective December 1, 2016, to the Idaho Power Company Restated Employee Savings Plan, as restated as of January 1, 2016

First A mendment, dated effective December 1, 2016, to the Idaho Power Company Restated Employee Savings Plan, as restated as of January 1, 2016

10-K 1-14465, 1-3198 10.61 2/23/2017

25 unchanged sentences

95.1 Mine Safety Disclosures

97.1 IDACORP, Inc.

Incentive Compensation Recovery Policy

101.SCH Inline XBRL Taxonomy Extension Schema Document X

4 unchanged sentences

104 Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101.) X

* Exhibit originally filed with the U.S.

Securities and Exchange Commission in paper format and as such, a hyperlink is not available.

* Exhibit originally filed with the SEC in paper format and as such, a hyperlink is not available.

(1) Management contract or compensatory plan or arrangement

16 unchanged sentences

261,195 258,982 245,550

Other comprehensive income (loss) 27,118 3,318 ( 7,074 )

Other comprehensive (loss) income ( 4,262 ) 27,118 3,318

Comprehensive Income Attributable to IDACORP, Inc.

36 unchanged sentences

Liabilities and Shareholders’ Equity

Current Liabilities:

Taxes accrued $ — $ 850

Total current liabilities — 1,627

Other Liabilities:

Noncurrent Liabilities:

Intercompany notes payable $ 59,598 $ 57,048

Other 480 559

Total other liabilities 57,607 60,567

Total noncurrent liabilities 60,078 57,607

IDACORP, Inc.

4 unchanged sentences

BASIS OF PRESENTATION

Pursuant to rules and regulations of the U.S.

Securities and Exchange Commission, the unconsolidated condensed financial statements of IDACORP, Inc.

do not reflect all of the information and notes normally included with financial statements prepared in accordance with accounting principles generally accepted in the United States of America.

Pursuant to rules and regulations of the SEC, the unconsolidated condensed financial statements of IDACORP do not reflect all of the information and notes normally included with financial statements prepared in accordance with GAAP.

Therefore, these financial statements should be read in conjunction with the consolidated financial statements and related notes included in the 2023 Form 10-K, Part II, Item 8.

19 unchanged sentences

FORM 10-K SUMMARY

Pursuant to the requirements of Section 13 and 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

February 15, 2024 IDACORP, INC.

3 unchanged sentences

/s/ Richard J.

Dahl Chairman of the Board February 16, 2023

Dahl Chair of the Board February 15, 2024

Grow (Principal Executive Officer) February 15, 2024

1 unchanged sentence

Buckham (Principal Financial Officer) February 15, 2024

Senior Vice President and Chief Financial Officer

/s/ Kenneth W.

Petersen (Principal Accounting Officer) February 16, 2023

Vice President, Chief Accounting Officer and Treasurer

/s/ Odette Bolano Director February 16, 2023

Odette Bolano

/s/ Thomas Carlile Director February 16, 2023

Thomas Carlile

Senior Vice President, Chief Financial Officer, and Treasurer

Shaw (Principal Accounting Officer) February 15, 2024

Vice President of Finance, Compliance, and Risk

/s/ Odette C.

Bolano Director February 15, 2024

/s/ Annette G.

6 unchanged sentences

Johnson Director February 15, 2024

Jorgensen Director February 15, 2024

Kinneeveauk Director February 15, 2024

Morris Director February 15, 2024

/s/ Richard J.

1 unchanged sentence

Peters Director February 15, 2024

February 15, 2024 Idaho Power Company

3 unchanged sentences

/s/ Richard J.

Dahl Chairman of the Board February 16, 2023

Dahl Chair of the Board February 15, 2024

Grow (Principal Executive Officer) February 15, 2024

1 unchanged sentence

Buckham (Principal Financial Officer) February 15, 2024

Senior Vice President and Chief Financial Officer

/s/ Kenneth W.

Petersen (Principal Accounting Officer) February 16, 2023

Vice President, Chief Accounting Officer and Treasurer

/s/ Odette Bolano Director February 16, 2023

Odette Bolano

/s/ Thomas Carlile Director February 16, 2023

Thomas Carlile

Senior Vice President, Chief Financial Officer, and Treasurer

Shaw (Principal Accounting Officer) February 15, 2024

Vice President of Finance, Compliance, and Risk

/s/ Odette C.

Bolano Director February 15, 2024

/s/ Annette G.

6 unchanged sentences

Johnson Director February 15, 2024

Jorgensen Director February 15, 2024

Kinneeveauk Director February 15, 2024

Morris Director February 15, 2024

/s/ Richard J.

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures