What changed in this filing

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Item 9A. Controls and Procedures

2025-02-20 compared with 2024-02-15 · 75 added, 58 removed, 510 unchanged (21% of the section changed)

88 unchanged sentences

During the three months ended December 31, 2024, 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).

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,” “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.

Election of Directors,” “Board of Directors - Committees of the Board of Directors - Audit Committee,” “Corporate Governance at IDACORP - Codes of Business Conduct,” “Corporate Governance at IDACORP - Insider Trading Policy,” and "Corporate Governance at IDACORP - Certain Relationships and Related Transactions" to be filed pursuant to Regulation 14A for the 2025 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.”

2 unchanged sentences

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

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 portion of IDACORP’s definitive proxy statement appearing under the caption “Security Ownership of Directors, Executive Officers, and More than Five-Percent Shareholders” to be filed pursuant to Regulation 14A for the 2025 annual meeting of shareholders is hereby incorporated by reference.

The table below includes information as of December 31, 2024, with respect to the LTICP pursuant to which equity securities of IDACORP may be issued.

19 unchanged sentences

The portion of IDACORP’s definitive proxy statement appearing under the caption “Independent Accountant Billings” in the proxy statement to be filed pursuant to Regulation 14A for the 2025 annual meeting of shareholders is hereby incorporated by reference.

The table below presents the aggregate fees of Idaho Power's principal independent registered public accounting firm, Deloitte & Touche LLP, billed or is expected to bill to Idaho Power for the fiscal years ended December 31, 2023 and 2022:

The table below presents the aggregate fees of Idaho Power's principal independent registered public accounting firm, Deloitte & Touche LLP, billed or expected to be billed to Idaho Power for the fiscal years ended December 31, 2024 and 2023:

Audit fees $ 1,794,973 $ 1,836,595

118 unchanged sentences

4.2.34 File number 1-3198, Form 8-K, filed on 12/20/93, as Exhibit 4, Thirty-fourth, December 1, 1993*

File number 1-3198, Form 8-K, filed on 11/21/00, as Exhibit 4, Thirty-fifth, November 1, 2000

File number 1-3198, Form 8-K, filed on 10/1/01, as Exhibit 4, Thirty-sixth, October 1, 2001

File number 1-3198, Form 8-K, filed on 4/16/03, as Exhibit 4, Thirty-seventh, April 1, 2003

File number 1-3198, Form 10-Q for the quarter ended June 30, 2003, filed on 8/7/03, as Exhibit 4(a)(iii), Thirty-eighth, May 15, 2003

File number 1-3198, Form 10-Q for the quarter ended September 30, 2003, filed on 11/6/03, as Exhibit 4(a)(iv), Thirty-ninth, October 1, 2003

File number 1-3198, Form 8-K filed on 5/10/05, as Exhibit 4, Fortieth, May 1, 2005

File number 1-3198, Form 8-K filed on 10/10/06, as Exhibit 4, Forty-first, October 1, 2006

File number 1-3198, Form 8-K filed on 6/4/07, as Exhibit 4, Forty-second, May 1, 2007

File number 1-3198, Form 8-K filed on 9/26/07, as Exhibit 4, Forty-third, September 1, 2007

File number 1-3198, Form 8-K filed on 4/3/08, as Exhibit 4, Forty-fourth, April 1, 2008

File number 1-3198, Form 10-K filed on 2/23/10, as Exhibit 4.10, Forty-fifth, February 1, 2010

File number 1-3198, Form 8-K filed on 6/18/10, as Exhibit 4, Forty-sixth, June 1, 2010

File number 1-3198, Form 8-K filed on 7/12/2013, as Exhibit 4.1, Forty-seventh, July 1, 2013

File number 1-3198, Form 8-K filed on 9/27/2016, as Exhibit 4.1, Forty-eighth, September 1, 2016

File number 1-3198, Form 8-K filed on 6/8/2020, as Exhibit 4.1, Forty-ninth, June 5, 2020

File number 1-3198, Form 8-K filed on 6/30/2022, as Exhibit 4.1, Fiftieth, June 30, 2022

File number 1-3198, Form 10-Q filed on 11/3/2022, as Exhibit 4.1, Fifty-first, October 14, 2022

File number 1-3198, Form 8-K filed on 12/22/2022, as Exhibit 4.1, Fifty-second, December 20, 2022

4.3 Instruments relating to Idaho Power Company American Falls bond guarantee (see Exhibit 10.13)

10-Q 1-3198 4(b) 8/4/2000

4.2.35 Thirty-fifth, November 1, 2000

8-K 1-3198 4 11/21/2000

4.2.36 Thirty-sixth, October 1, 2001

8-K 1-3198 4 10/1/2001

4.2.37 Thirty-seventh, April 1, 2003

8-K 1-3198 4 4/16/2003

4.2.38 Thirty-eighth, May 15, 2003

10-Q 1-3198 4(a)(iii) 8/7/2003

4.2.39 Thirty-ninth, October 1, 2003

10-Q 1-3198 4(a)(iv) 11/6/2003

4.2.40 Fortieth, May 1, 2005

8-K 1-3198 4 5/10/2005

4.2.41 Forty-first, October 1, 2006

8-K 1-3198 4 10/10/2006

4.2.42 Forty-second, May 1, 2007

8-K 1-3198 4 6/4/2007

4.2.43 Forty-third, September 1, 2007

8-K 1-3198 4 9/26/2007

4.2.44 Forty-fourth, April 1, 2008

8-K 1-3198 4 4/3/2008

4.2.45 Forty-fifth, February 1, 2010

10-K 1-3198 4.10 2/23/2010

4.2.46 Forty-sixth, June 1, 2010

8-K 1-3198 4 6/18/2010

4.2.47 Forty-seventh, July 1, 2013

8-K 1-3198 4.1 7/12/2013

4.2.48 Forty-eighth, September 1, 2016

8-K 1-3198 4.1 9/27/2016

4.2.49 Forty-ninth, June 5, 2020

8-K 1-3198 4.1 6/8/2020

4.2.50 Fiftieth, June 30, 2022

8-K 1-3198 4.1 6/30/2022

4.2.51 Fifty-first, October 14, 2022

10-Q 1-3198 4.1 11/3/2022

4.2.52 Fifty-second, December 20, 2022

8-K 1-3198 4.1 12/22/2022

4.3 Agreement of Idaho Power Company to furnish certain debt instruments S-3 33-65720* 4(f) 7/7/1993

4 unchanged sentences

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

Incorporated by Reference

Exhibit Description Form File No.

Date Included Herewith

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

1 unchanged sentence

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

Incorporated by Reference

Exhibit Description Form File No.

Date Included Herewith

4.7 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

4.9 Description of the Registrant's Securities

10-K 1-14465, 1-3198 4.10 2/15/24

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

11 unchanged sentences

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

10.9 Extension Agreemen t , dated December 9, 2024, amon g IDACORP, Inc.

, Wells Fargo Bank , National Association , as administrative agent, and the lenders party thereto

10.10 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

10.10 Forward Sale Agreement between IDACORP, Inc.

and Morgan Stanley & Co.

LLC dated as of November 7, 2023

10.11 Extension Agreement , dated December 9, 2024, among Idaho Power Company, Wells Fargo Bank , National Association , as administrative agent, and the lenders party thereto

10.12 Equity Distribution Agreement, dated May 20, 2024

8-K 1-14465, 1-3198 1.1 5/20/2024

10.11 Additional Forward Sale Agreement between IDACORP, Inc.

and Morgan Stanley & Co.

LLC dated as of November 8, 2023

10.13 Form of Master Forward Sale Confirmation

8-K 1-14465, 1-3198 1.2 5/20/2024

1 unchanged sentence

8-K 1-3198 10.1 10/10/2006

10.13 Guaranty Agreement, dated April 11, 2000, between Idaho Power Company and Bank One Trust Company, N.A., as Trustee, relating to $19,885,000 American Falls Replacement Dam Refinancing Bonds of the American Falls Reservoir District, Idaho

10-Q 1-3198 10(c) 8/4/2000

Idaho Power Company Security Plan for Senior Management Employees I, amended and restated effective December 31, 2004, and as further amended November 20, 2008

2 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

2 unchanged sentences

10-Q 1-14465, 1-3198 10.1 8/3/2017

Incorporated by Reference

Exhibit Description Form File No.

Date Included Herewith

Idaho Power Company Security Plan for Board of Directors - a non-qualified deferred compensation plan, as amended and restated effective July 20, 2006

27 unchanged sentences

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

10-K 1-14465, 1-3198 10.27 2/15/2024

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 10.28 2/15/2024

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 10.29 2/15/2024

IDACORP, Inc.

5 unchanged sentences

and Idaho Power Company Compensation for Non-Employee Directors of the Board of Directors, effective January 1, 2024

10-K 1-14465, 1-3198 10.34 2/17/2022

Form of IDACORP, Inc.

12 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)

2 unchanged sentences

10-K 1-14465, 1-3198 10.52 2/26/2009

Incorporated by Reference

Exhibit Description Form File No.

Date Included Herewith

Form of Termination of Idaho Power Company Director Deferred Compensation Agreement, as amended November 20, 2008

2 unchanged sentences

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

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

First Amendment, 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

9 unchanged sentences

10-Q 1-14465, 1-3198 10.1 5/5/2022

Seventh Amendment to the Idaho Power Company Employee Savings Plan, executed May 16, 2024 and effective April 1, 2024

10-Q 1-14465, 1-3198 10.1 8/1/2024

19.1 IDACORP, Inc.

Insider Trading and Transactions in Company Securities Standard

21.1 Subsidiaries of IDACORP, Inc.

16 unchanged sentences

Incentive Compensation Recovery Policy

10-K 1-14465, 1-3198 97.1 2/15/2024

101.SCH Inline XBRL Taxonomy Extension Schema Document X

23 unchanged sentences

289,174 261,195 258,982

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

Other comprehensive income (loss) 3,592 ( 4,262 ) 27,118

Comprehensive Income Attributable to IDACORP, Inc.

9 unchanged sentences

Investing Activities:

Contributions to subsidiaries ( 200,000 ) — —

Purchase of investments ( 651 ) ( 1,002 ) ( 26,620 )

Maturities of investments — — 25,000

Net cash (used in) provided by investing activities ( 1,002 ) ( 1,620 ) 23,637

Net cash used in investing activities ( 200,651 ) ( 1,002 ) ( 1,620 )

Financing Activities:

Issuance of common stock 298,450 — —

Dividends on common stock ( 175,615 ) ( 162,646 ) ( 154,287 )

1 unchanged sentence

Other ( 4,015 ) ( 3,533 ) ( 3,184 )

Net cash used in financing activities ( 166,461 ) ( 161,282 ) ( 151,410 )

Net (decrease) increase in cash and cash equivalents ( 13,273 ) ( 85,854 ) 46,436

Net cash provided by (used in) financing activities 130,250 ( 166,461 ) ( 161,282 )

Net increase (decrease) in cash and cash equivalents 124,196 ( 13,273 ) ( 85,854 )

Cash and cash equivalents at beginning of year 53,898 67,171 153,025

8 unchanged sentences

Income taxes receivable 2,350 1,551

Other 107 107

Total current assets 183,197 71,953

43 unchanged sentences

Signature Title Date

/s/ Richard J.

Dahl Chair of the Board February 15, 2024

/s/ Dennis L.

Johnson Chair of the Board February 20, 2025

Grow (Principal Executive Officer) February 20, 2025

12 unchanged sentences

Johansen Director February 20, 2025

/s/ Dennis L.

Johnson Director February 15, 2024

Jorgensen Director February 20, 2025

Kinneeveauk Director February 15, 2024

Morris Director February 20, 2025

7 unchanged sentences

Signature Title Date

/s/ Richard J.

Dahl Chair of the Board February 15, 2024

/s/ Dennis L.

Johnson Chair of the Board February 20, 2025

Grow (Principal Executive Officer) February 20, 2025

12 unchanged sentences

Johansen Director February 20, 2025

/s/ Dennis L.

Johnson Director February 15, 2024

Jorgensen Director February 20, 2025

Kinneeveauk Director February 15, 2024

Morris Director February 20, 2025

3 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