CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus, any prospectus supplement and the additional information described under the heading “Where You Can Find More
Information” may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act
of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are subject to the safe harbor
created by the Private Securities Litigation Reform Act of 1995. Any statements that express, or involve discussions as to, expectations,
beliefs, plans, objectives, assumptions, or future events or performance, often, but not always, through the use of words or phrases
such as “anticipates,” “believes,” “continues,” “estimates,” “expects,”
“guidance,” “intends,” “potential,” “plans,” “predicts,” “projects,”
“may result,” “may continue,” or similar expressions, are not statements of historical facts and may be
forward-looking. Forward-looking statements are not guarantees of future performance and involve estimates, assumptions, risks,
and uncertainties. Actual results, performance, or outcomes may differ materially from the results discussed in the statements.
In addition to any assumptions and other factors and matters referred to specifically in connection with such forward-looking
statements, factors that could cause actual results or outcomes to differ materially from those contained in forward-looking statements
include those factors discussed in our filings with the SEC, including the Form 10-K, the Forms 10-Q and the Forms 8-K incorporated
by reference in this prospectus, and we refer you to those reports for further information, as well as the following factors:
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the
effect of decisions by the Idaho and Oregon public utilities commissions, the Federal
Energy Regulatory Commission, and other regulators that impact Idaho Power Company’s
(IDACORP’s primary subsidiary) ability to recover costs and earn a return, including
the impact of settlement stipulations;
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the
expense and risks associated with capital expenditures for infrastructure, and the timing
and availability of cost recovery for such expenditures through customer rates;
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changes
in residential, commercial, and industrial growth and demographic patterns within Idaho
Power Company’s service area and the loss or change in the business of significant
customers, and their associated impacts on loads and load growth, and the availability
of regulatory mechanisms that allow for timely cost recovery through customer rates in
the event of those changes;
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the
impacts of economic conditions on Idaho Power Company, including inflation, the potential
for changes in customer demand for electricity, revenue from sales of excess power, financial
soundness of counterparties and suppliers, and collections of receivables;
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unseasonable
or severe weather conditions, wildfires, drought, and other natural phenomena and natural
disasters, which affect Idaho Power Company’s customer demand, hydroelectric generation
levels, repair costs, and the availability and cost of fuel for generation plants or
purchased power to serve customers;
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advancement
of self-generation or energy efficiency technologies that reduce Idaho Power Company’s
sale of electric power;
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adoption
of, changes in, and costs of compliance with, laws, regulations, and policies relating
to the environment, natural resources, and threatened and endangered species, and the
ability of Idaho Power Company to recover resulting increased costs through rates;
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variable
hydrological conditions and over-appropriation of surface and groundwater in the Snake
River basin, which may impact the amount of power generated by Idaho Power Company’s
hydroelectric facilities;
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the
ability of Idaho Power Company to acquire fuel, power, and transmission capacity under
reasonable terms, particularly in the event of unanticipated power demands, lack of physical
availability, transportation constraints, or a credit downgrade;
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accidents,
fires (either at or caused by Idaho Power’s facilities), explosions, and mechanical
breakdowns that may occur while operating and maintaining Idaho Power Company’s
assets, which can cause unplanned outages, reduce generating output, damage Idaho Power
Company’s assets, operations, or reputation, subject Idaho Power Company to third-party
claims for property damage, personal injury, or loss of life, or result in the imposition
of civil, criminal, or regulatory fines or penalties;
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the
increased power purchased costs and operational challenges associated with purchasing
and integrating intermittent renewable energy sources into Idaho Power’s resource
portfolio;
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disruptions
or outages of Idaho Power Company’s generation or transmission systems or of any
interconnected transmission system may cause Idaho Power to incur repair costs or purchase
replacement power at increased costs;
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the
ability to obtain debt and equity financing or refinance existing debt when necessary
and on favorable terms, which can be affected by factors such as credit ratings, volatility
in the financial markets, interest rate fluctuations, decisions by the Idaho or Oregon
public utility commissions, and the companies’ past or projected financial performance;
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reductions
in credit ratings, which could adversely impact access to capital markets, increase costs
of borrowing, and would require the posting of additional collateral to counterparties
pursuant to credit and contractual arrangements;
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the
ability to enter into financial and physical commodity hedges with creditworthy counterparties
to manage price and commodity risk, and the failure of any such risk management and hedging
strategies to work as intended; changes in actuarial assumptions, changes in interest
rates, and the return on plan assets for pension and other post-retirement plans, which
can affect future pension and other postretirement plan funding obligations, costs, and
liabilities;
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the
ability of IDACORP and Idaho Power Company to continue to pay dividends based on financial
performance, and in light of contractual covenants and restrictions and regulatory limitations;
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changes
in tax laws or related regulations or new interpretations of applicable laws by federal,
state, or local taxing jurisdictions, the availability of tax credits, and the tax rates
payable by IDACORP shareholders on common stock dividends;
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employee
workforce factors, including the operational and financial costs of unionization or the
attempt to unionize all or part of Idaho Power Company’s workforce, the impact
of an aging workforce and retirements, the
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cost
and ability to retain skilled workers, and the ability to adjust the labor cost structure
when necessary;
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failure
to comply with state and federal laws, regulations, and orders, including new interpretations
and enforcement initiatives by regulatory and oversight bodies, which may result in penalties
and fines and increase the cost of compliance, the nature and extent of investigations
and audits, and the cost of remediation;
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the
inability to obtain or cost of obtaining and complying with required governmental permits
and approvals, licenses, rights-of-way, and siting for Idaho Power Company’s transmission
and generation projects and hydroelectric facilities;
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the
cost and outcome of litigation, dispute resolution, and regulatory proceedings, and the
ability to recover those costs or the costs of operational changes through insurance
or rates, or from third parties;
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the
failure of information systems or the failure to secure information system data, failure
to comply with privacy laws, security breaches, or the direct or indirect effect on IDACORP’s
and its subsidiaries’ business or operations resulting from cyber-attacks, terrorist
incidents or the threat of terrorist incidents, and acts of war;
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unusual
or unanticipated changes in normal business operations, including unusual maintenance
or repairs, or the failure to successfully implement new technology solutions; and
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adoption
of or changes in accounting policies and principles, changes in accounting estimates,
and new Securities and Exchange Commission or New York Stock Exchange requirements, or
new interpretations of existing requirements.
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Any
forward-looking statement speaks only as of the date on which such statement is made. New factors emerge from time to time and
it is not possible for management to predict all such factors, nor can it assess the impact of any such factor on the business
or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any
forward-looking statement. We disclaim any obligation to update publicly any forward-looking information, whether in response
to new information, future events, or otherwise, except as required by applicable law. The forward-looking statements in this
prospectus, any prospectus supplement, and the documents incorporated by reference in this prospectus are qualified in their entirety
by the preceding cautionary statements.
ABOUT
IDACORP
We
are a holding company formed in 1998, whose principal operating subsidiary is Idaho Power Company. We are subject to provisions
of the Public Utility Holding Company Act of 2005, which provides access to books and records to the Federal Energy Regulatory
Commission and state utility regulatory commissions and imposes record retention and reporting requirements on us. In 1998, we
exchanged one share of our common stock for each share of Idaho Power Company’s common stock, and Idaho Power Company became
our wholly-owned subsidiary.
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Idaho
Power Company was incorporated under the laws of the State of Idaho in 1989 as successor to a Maine corporation organized in 1915.
Idaho Power Company is an electric public utility engaged in the generation, transmission, distribution, sale and purchase of
electric energy and capacity and is regulated by the Federal Energy Regulatory Commission and the state utility regulatory commissions
of Idaho and Oregon. Idaho Power Company is the parent of Idaho Energy Resources Co., a joint venturer in Bridger Coal Company,
which supplies coal to the Jim Bridger generating plant owned in part by Idaho Power Company.
Idaho
Power Company’s service territory covers a 24,000 square-mile area in southern Idaho and eastern Oregon. As of September
30, 2017, Idaho Power Company supplied electric energy to approximately 542,000 general business customers. Idaho Power Company
owns and operates 17 hydroelectric generation facilities, three natural gas-fired plants and one diesel-powered generator, and
shares ownership in three coal-fired generating plants.
Our
other operating subsidiaries are:
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IDACORP
Financial Services, Inc., an investor in affordable housing and other real estate investments;
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Ida-West
Energy Company, an operator of small hydroelectric generation projects that sell electric
energy pursuant to the Public Utility Regulatory Policies Act of 1978; and
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IDACORP
Energy Services Co., the successor to IDACORP Energy L.P., a marketer of energy commodities
that wound down operations in 2003.
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Our
principal executive office is located at 1221 W. Idaho Street, Boise, Idaho 83702, and our general telephone number is (208) 388-2200.
For additional information concerning our business and affairs, including our capital requirements and external financing arrangements,
and pending legal and regulatory proceedings, including descriptions of those laws and regulations to which we are subject, prospective
purchasers should refer to the documents incorporated by reference into this prospectus, as described in the section entitled
“Where You Can Find More Information.”
THE
PLAN
Purpose
of the Plan
What
is the purpose of the plan?
The
purpose of the plan is to provide our common shareholders, Idaho Power Company residential customers and other investors with
a convenient and economical method of investing in our common stock.
Eligibility
Who
is eligible to participate in the plan?
Any
interested investor is eligible to participate in the plan. However, regulations in certain countries may limit or prohibit participation
in the plan. If you reside outside the United States and wish to participate in the plan, then you should first determine whether
you are subject to any governmental regulations prohibiting your participation.
Advantages
and Disadvantages
What
are the advantages of the plan?
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The
plan provides participants with a simple and regular method of purchasing our common
stock.
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Because
the plan provides for aggregated purchases of our common stock, brokerage commissions
on purchases of shares on the open market should be lower than commissions you would
ordinarily pay if you
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purchased
shares directly.
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You
will not receive any certificates for shares of common stock you purchase under the plan.
This relieves you of the responsibility for the safekeeping of multiple certificates
and protects you against loss, theft or destruction of stock certificates.
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You
may send your certificated shares of IDACORP common stock to the Plan Administrator (defined
below) for safekeeping. These shares will participate in the plan. You may also convert
your certificated shares to uncertificated form through our direct registration system.
See the procedures set forth in “Direct Registration” below.
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Each
quarter, or more frequently if you make optional cash payments or request a plan transaction,
you will receive a statement of your plan account, providing a simplified method of record
keeping.
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Full
investment of funds is possible under the plan because it permits fractions of shares,
as well as full shares, to be credited to your plan account, and dividends are calculated
on both full and fractional shares.
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You
may execute certain transactions online at
shareowneronline.com
or over the telephone,
if you have authorized automated privileges for your account.
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What
are the disadvantages of the plan?
Before
deciding whether to participate in the plan, you should consider the following disadvantages of the plan:
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You
will not be able to time precisely your purchases through the plan and will bear the
market risk associated with fluctuations in the price of our common stock pending investment
of funds under the plan.
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You
will not earn interest on funds held pending their investment.
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Your
investment of cash dividends will result in your being treated for federal income tax
purposes as having received a dividend on the dividend payment date, to the extent of
our earnings and profits. You may have to pay income tax on the dividend even though
the dividend is reinvested and does not provide cash to pay the tax.
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You
will not know the actual number of shares of common stock bought for your account until
after the applicable investment period.
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Because
the Plan Administrator will buy shares of common stock for your account at an average
price per share, the price paid for your shares on any date may be greater than the price
at which shares of our common stock are then trading.
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Sales
of shares of common stock held in your plan account may be delayed. You will bear the
market risk pending sale of your shares pursuant to the plan.
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You
may not pledge shares of common stock credited to your plan account unless you withdraw
such shares from the plan.
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Plan
accounts are not insured by the Securities Investor Protection Corporation, the Federal
Deposit Insurance Corporation or any other entity.
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Administration
Who
administers the plan?
Wells
Fargo Shareowner Services, a division of Wells Fargo Bank, N.A., which we refer to in this prospectus as the “Plan Administrator,”
administers the plan. The Plan Administrator is responsible for:
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enrolling
new participants in the plan;
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processing
optional cash payments;
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processing
share sale requests;
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depositing
and safekeeping plan shares;
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processing
requests to move shares into direct registration; and
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issuing
account statements.
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The
Plan Administrator is also responsible for purchasing and selling shares of common stock for participants’ plan accounts,
including the selection of the broker who makes the purchases and sales. We have no control over the times or prices at which
the Plan Administrator effects transactions in the open market or the selection of the broker used by the Plan Administrator to
effect open market transactions.
You
may obtain information about the plan, the Plan Administrator or your plan account by contacting the Plan Administrator online,
by telephone or in writing, as follows:
Internet:
shareowneronline.com
Available
24 hours a day, 7 days a week for access to account information and answers to many common questions and general inquiries.
Email:
Go
to
shareowneronline.com
and select “Contact Us.”
Telephone:
1-800-565-7890
Toll-Free
651-450-4064
outside the United States
Shareowner
Relations Specialists are available Monday through Friday, from 7:00 a.m. to 7:00 p.m. Central Time.
You
may also access your account information 24 hours a day, 7 days a week using our automated voice response system.
Written
correspondence and deposit of certificated shares*:
Wells
Fargo Shareowner Services
P.O.
Box 64856
St.
Paul, MN 55164-0856
Certified
and overnight delivery:
Wells
Fargo Shareowner Services
1110
Centre Pointe Curve, Suite 101
Mendota
Heights, MN 55120-4100
*If
sending in a certificate for deposit, see “Certificate Deposit Information.”
When
communicating with the Plan Administrator about an existing account, you should provide your name, account number and a daytime
telephone number. Be sure also to refer to “IDACORP, Inc.”
The
Plan Administrator reserves the right to resign at any time upon reasonable notice to us, and we reserve the right to replace
the Plan Administrator upon reasonable notice.
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Account
Forms
What
forms do I use to enroll in the plan, make changes to my plan account or request transactions?
To
enroll in the plan, make changes to your plan account or request transactions, you should complete the appropriate account form
and return it to the Plan Administrator. We explain the different forms below. You may download the forms at
shareowneronline.com
or obtain these account forms by contacting the Plan Administrator by telephone. You should return all forms to the Plan Administrator.
You may conduct certain transactions online at
shareowneronline.com
or by telephone without using these account forms.
See “Account Access” below.
Account
Authorization Form.
An
Account Authorization Form
is used to enroll in the plan and, at the time of enrollment, select
a dividend reinvestment option and, if you choose, authorize automatic withdrawals and/or authorize automated account access.
Once you have enrolled in the plan, you may use the
Account Authorization Form
to:
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establish,
change or terminate automatic withdrawals;
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change
your address on record;
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make
or change dividend reinvestment elections; and
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authorize
automated requests.
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Transaction
Request Form.
A
Transaction Request Form
is used to change or terminate automatic withdrawals, make optional cash payments,
sell plan shares, deposit share certificates, request shares be issued into direct registration, and terminate participation in
the plan. A
Transaction Request Form
is attached to each account statement mailed to participants.
Direct
Deposit of Dividends Authorization Form.
You may use a
Direct Deposit of Dividends Authorization Form
or sign up online
to authorize the direct deposit of cash dividends that are not being reinvested to your bank account. Follow the instructions
on
shareowneronline.com
to authorize direct deposit. In the alternative, simply complete a
Direct Deposit of Dividends
Authorization Form
and return it to the Plan Administrator along with a voided check, for deposits to a checking account,
or savings deposit slip, for deposits to a savings account, and we will begin depositing dividend funds directly to your account.
If your stock is jointly owned, please ensure that all registered owners sign the form.
Enrollment
How
do I enroll in the plan?
If
you are an existing registered shareowner.
If your shares are currently registered in your name with IDACORP, not held on
your behalf by your broker or bank in their name (“street name”), you can enroll through
shareowneronline.com
or by submitting an
Account Authorization Form
by mail.
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If
you are a new investor.
If you do not already own IDACORP shares registered in your name, you can enroll in the plan by submitting
a completed
Account Authorization Form
along with a payment for your initial investment. You may enroll through
shareowneronline.com
and authorize an automatic withdrawal from your bank account or through the mail by sending the
Account Authorization Form
along with a check.
If
you own shares in street name.
If you currently own shares of IDACORP common stock that are held on your behalf by a bank
or broker (in “street name”), you can instruct the bank or broker to transfer at least one share to a book-entry Direct
Registration Shares (“DRS”) account registered in your name. Once the process is complete, you will receive a statement
showing the deposit of shares to book-entry DRS. Upon receipt of the statement, you can enroll in the plan as an existing registered
shareowner.
Are
there any additional enrollment requirements for investors who are not already common shareholders?
Yes.
If you are not a common shareholder of record, you must make an initial investment and pay an enrollment fee in order to enroll
in the plan. The size of the initial investment depends on whether or not you are a residential customer of Idaho Power Company.
If you are a residential customer of Idaho Power Company, you may enroll by sending the Plan Administrator a completed
Account
Authorization Form
along with a check for at least $25 but not more than $20,000, plus a $15 enrollment fee.
If
you are not an Idaho Power Company residential customer, you may enroll by sending the Plan Administrator a completed
Account
Authorization Form
along with a check for at least $200 but not more than $20,000, plus a $15 enrollment fee. If you authorize
automatic withdrawals from a bank account, we will waive the initial investment. For more information about automatic withdrawals,
please see “Optional Cash Payments.”
The
Plan Administrator will make every effort to process your investment in the next investment period, provided that it receives
the funds no later than one business day prior to the investment period. Otherwise, the Plan Administrator holds cash for investment
in the next investment period. See “Optional Cash Payments” for information about sending checks to the Plan Administrator.
Dividend
Reinvestment
How
does dividend reinvestment work?
The
Plan Administrator will reinvest dividends on shares held in your plan account, including any shares that you deposit for safekeeping.
You have the following investment options on shares registered in your name:
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Full
Dividend Reinvestment.
All cash dividends payable on shares held in the plan, along
with any shares held in physical certificate form or through book-entry Direct Registration
Shares (“DRS”), will be used to purchase additional shares. The participant
will not receive cash dividends from IDACORP; instead, all dividends will be reinvested.
Whole and fractional shares will be allocated to the plan account.
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Partial
Dividend Reinvestment by Shares.
A participant may elect to reinvest a portion of
the dividend and receive the remainder in cash. The number of partial shares elected
will be applied to the total shares held in the plan, along with any shares held in physical
certificate form or held through book-entry DRS. The cash portion of dividends will be
sent by check unless the participant has elected to have those dividends deposited directly
to a designated bank account.
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Partial
Dividend Reinvestment by Percentage.
A participant may elect to reinvest a portion
of the dividend and receive the remainder in cash. The percentage elected will be applied
to the total shares held in the plan, along with any shares held in physical certificate
form or held through book-entry DRS. A participant may elect percentages from 10%-90%,
in increments of 10%. The cash portion of dividends will be sent by check unless the
participant has elected to have those dividends deposited directly to a designated bank
account.
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An
example of partial reinvestment by percentage:
A participant has a total of 150 shares; 120 shares are held in the plan, 15
shares are held in physical certificate form, and 15 shares are held in book-entry DRS. The participant chooses to have 50% of
the total dividend reinvested. This will equate to 75 shares having dividends reinvested and 75 shares having dividends paid in
cash.
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Optional
Cash Payments Only.
A participant will be paid cash for the shares held in physical
certificate form or held through book-entry DRS. All shares held in the plan will be
reinvested. The cash portion of dividends will be sent by check unless the participant
has elected to have those dividends deposited directly to a designated bank account.
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Does
it matter whether I hold shares in certificate form or through direct registration?
No.
If you elect full dividend reinvestment, dividends on your shares, whether held in certificate form or through direct registration,
will be reinvested. If you elect partial dividend reinvestment, dividends on the number of shares you specify will be reinvested.
When
will dividend reinvestment begin?
If
the Plan Administrator receives your properly completed
Account Authorization Form
at least one business day before the
record date for a dividend, the Plan Administrator will begin reinvestment with that dividend.
May
I have cash dividends that are not being reinvested deposited directly into my bank account?
Yes,
you may have cash dividends that are not being reinvested deposited directly to your bank account. Follow the instructions on
shareowneronline.com
to authorize direct deposit. In the alternative, simply complete a
Direct Deposit of Dividends
Authorization Form
and return it to the Plan Administrator along with a voided check, for deposits to a checking account,
or savings deposit slip, for deposits to a savings account, and we will begin depositing dividend funds directly to your account.
If your stock is jointly owned, please ensure that all registered owners sign the form. You may obtain a
Direct Deposit of
Dividends Authorization Form
by contacting the Plan Administrator.
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Optional
Cash Payments
How
do I make optional cash payments?
After
enrolling in the plan, you may make optional cash payments by authorizing automatic withdrawals from your bank account or by sending
a check to the Plan Administrator at any time. You may vary your optional cash payments from a minimum of $25 per transaction
up to a maximum of $20,000 per month.
Optional
Cash Payment by Check.
When making optional cash payments by check, you must include a completed
Transaction Request Form
.
The Plan Administrator attaches
Transaction Request Forms
to your account statements. You may also obtain
Transaction
Request Forms
by contacting the Plan Administrator.
You
should make your check payable to “Shareowner Services” and include your account number on your check. Be sure also
to refer to “IDACORP, Inc.” on the face of the check. You should mail your check directly to the Plan Administrator
at the address set forth above under “Administration.” Do not mail checks to IDACORP, Inc. The Plan Administrator
will not accept cash, money orders, traveler’s checks or third party checks. Your check must be in U.S. dollars and drawn
on a United States or Canadian financial institution. If you live outside the United States, contact your bank to verify that
they can provide you with a check that clears through a United States or Canadian financial institution and can print the dollar
amount in U.S. funds. Due to the longer clearance period, the Plan Administrator is unable to accept checks through a non-United
States bank.
The
Plan Administrator will make every effort to process your payment in the next investment period. If the Plan Administrator receives
the payment at least one business day before the dividend payment date or, in any month in which dividends are not paid, one business
day before the 25th day of the month or, if the 25th day of the month is not a trading day, the next business day, the payment
will be invested during the next investment period. Otherwise, the Plan Administrator holds cash payments for investment in the
next investment period.
You
will not earn interest on any cash payments held pending their investment into common stock.
You
may obtain a refund of any cash payment upon request if the Plan Administrator receives the request on or before the second business
day prior to the date on which it is to be invested. However, the Plan Administrator will not make any refunds until it has actually
collected the funds from your check.
Optional
Cash Payment by Automatic Withdrawal.
You may set up automatic withdrawal from a designated bank account. The request may
be submitted online, by telephone or by sending an
Account Authorization Form
by mail (see “Administration”
above). Requests are processed and become effective as promptly as administratively possible. Once the automatic withdrawal is
initiated, funds will be debited from the participant’s designated bank account four business days before the beginning
of the next investment period. Changes or a discontinuation of automatic withdrawals can be made online, by telephone or by using
the
Transaction Request Form
attached to the participant’s statement. To be effective with respect to a particular
investment date, a change request must be received by the Plan Administrator at least 15 trading days prior to the investment
date.
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You
will not receive confirmation of the transfer of funds other than as reflected in your quarterly plan account and in your bank
account statements.
Uncollected
Optional Cash Payments.
In the event that any check or any automatic withdrawal is returned unpaid for any reason, the Plan
Administrator will consider the request for investment of such money null and void and shall immediately remove from the participant’s
account shares, if any, purchased upon the prior credit of such money. The Plan Administrator shall then be entitled to sell these
shares to satisfy any uncollected amounts. If the net proceeds of the sale of such shares are insufficient to satisfy the balance
of such uncollected amounts, the Plan Administrator shall be entitled to sell additional shares from the participant’s account
to satisfy the uncollected balance. The Plan Administrator will also charge a returned funds fee for an optional cash payment
returned unpaid for any reason, whether the investment was made by check or by attempted automatic withdrawal from a bank account.
This fee will be collected by the Plan Administrator through the sale of the number of shares necessary to satisfy the fee from
the participant’s plan account.
Investment
of Pending Optional Cash Payments.
Participants
will not earn interest on funds held by the Plan Administrator. During the period that an optional cash investment is pending,
the collected funds in the possession of the Plan Administrator may be invested in certain Permitted Investments. For purposes
of this plan, “Permitted Investments” shall mean the Plan Administrator may hold the funds uninvested or invested
in select Wells Fargo deposit products. The risk of any loss from such Permitted Investments shall be the responsibility of the
Plan Administrator. Investment income from such Permitted Investments shall be retained by the Plan Administrator.
Changing
Your Investment Options
May
I change my investment options under the plan?
Yes,
you may change your investment options at any time online at
shareowneronline.com
or by contacting the Plan Administrator
by telephone or completing and returning an
Account Authorization Form
.
Investment
Period – Source of Shares – Purchase Price
When
will funds be invested under the plan?
The
Plan Administrator will invest funds monthly under the plan as follows:
Reinvested
Dividends:
|
Type of Purchase
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Investment Period
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Original issue stock
|
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On the dividend payment date for the common
stock – generally the last day of February and the 30th day of May, August and November.
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Open market purchases
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Within 30 days after the dividend payment date.
The Plan Administrator will determine the exact time of
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open market purchases.
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Initial Investments and Optional Cash Payments:
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Type of Purchase
|
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Investment Period
|
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|
|
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Original issue stock
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On
the dividend payment date for the common stock – generally the last day of February and the 30th day of
May, August and November, and on the 25th day of the month in any month in which we do not pay dividends. If the 25th day
of the month is not a trading day, on the following trading day.
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Open market purchases
|
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Within 30 days after the dividend payment date
or the 25th day of the month in any month in which we do not pay dividends. The Plan Administrator will determine the exact
time of open market purchases.
|
If
for any reason purchases are not made within 35 days, the Plan Administrator will return your uninvested funds to you. You will
not earn any interest on funds held for investment by the Plan Administrator.
What
are the sources of common stock for the plan?
We
decide on the source of common stock for the plan. If we choose open market stock, the Plan Administrator will purchase common
stock on the open market. Our common stock is currently listed on the New York Stock Exchange. If we use original issue or treasury
stock for the plan, the Plan Administrator will purchase the common stock from us. Subject to certain limitations, the Plan Administrator
has full discretion regarding open market purchases. This discretion includes, but is not limited to, determining:
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the
number of shares, if any, to be purchased on any day;
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●
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the
time of day to purchase shares;
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●
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the
price paid for such shares;
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●
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the
markets on which such shares are purchased, including on any securities exchange, on
the over-the-counter market or in negotiated transactions; and
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●
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the
persons, including other brokers who may be affiliated brokers, from or through whom
such purchases are made.
|
The
Plan Administrator, in its sole discretion, has the right to purchase original issue stock directly from us if the Plan Administrator
cannot make all necessary open market purchases within the investment period. The Plan Administrator has this right even if we
have directed that the shares be purchased in the open market.
How
many shares will be purchased for me?
The
number of shares purchased will depend on the dollar amount you are investing and the price of the common stock. The Plan Administrator
will credit your plan account with the number of shares, computed to three decimal places, equal to the total dollar amount invested,
less brokerage commissions, divided by the weighted average price per share paid
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to
buy the shares. You may not direct the Plan Administrator to purchase a specific number of shares.
What
is the price of common stock purchased under the plan?
The
price of common stock purchased on the open market will be the weighted average price, including brokerage commissions, paid by
the Plan Administrator to buy the stock during that investment period. The price of common stock purchased directly from us will
be the average of the reported high and low sales prices as reported on the consolidated transaction reporting system on the date
of purchase.
Expenses
to Participants
Although
we pay all costs of administering the plan, you will incur fees and expenses in connection with purchases and sales for your plan
account, as follows:
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Investment Summary:
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Minimum cash investments
|
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|
Minimum one-time
initial purchase for new investors –
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Not a residential
customer of Idaho Power
|
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$200.00
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Minimum one-time
initial purchase for new investors –
|
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Residential customer
of Idaho Power
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$25.00
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Minimum one-time
optional cash purchase
|
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$25.00
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Minimum recurring
automatic investments
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$25.00
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Maximum monthly
investment
|
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$20,000.00
|
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Fees:
|
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Investment fees
|
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Initial enrollment
(new investors only)
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$15.00
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Dividend reinvestment
|
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Company
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Paid
|
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Check investment
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Company
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Paid
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One-time automatic
investment
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Company
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Paid
|
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Recurring automatic
investment
|
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Company
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Paid
|
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Dividend purchase
trading commission per share
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$0.06
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Optional cash purchase
trading commission per share
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$0.06
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Sales fees
|
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Batch Order
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$15.00
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Market Order
|
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$25.00
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Limit Order per
transaction (Day/GTD/GTC)
|
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$30.00
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Stop Order
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$30.00
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Sale trading commission
per share
|
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$0.12
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Direct deposit
of sale proceeds
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$5.00
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Certificate
deposit
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Company
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Paid
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Returned check
/ Rejected automatic bank withdrawals
|
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$35.00 per item
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Prior year duplicate
statements
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$20.00 per year
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Deposit
of Certificates
May
I deposit certificated shares in my plan account?
Yes,
you may, at no cost to you, deposit into your plan account certificates representing shares of our common stock, whether or not
the shares were acquired under the plan. Share certificates deposited with the Plan Administrator are credited to your plan account
and are treated as if acquired under the plan, with all dividends being reinvested. You are responsible for maintaining your own
records on the cost basis of certificated shares deposited with the Plan Administrator.
To
do so, send your certificates to the Plan Administrator accompanied by the
Transaction Request Form
attached to your account
statement.
Do not endorse the certificates or complete the assignment section on the back of the certificates.
We recommend
that you use registered mail to send your certificates to the Plan Administrator, insuring the certificates for 3% of the current
market value of the stock represented thereby. In any case, you bear the full risk of loss, regardless of the method used to deliver
the certificates to the Plan Administrator, in the event the certificates are lost.
Depositing
shares into your plan account is different from direct registration. In direct registration, your shares are not part of the plan
and dividends are not reinvested, unless you indicate that you want your shares to participate in the plan.
Is
mail loss insurance available?
Choosing
registered, express or certified mail alone will not protect you should your certificates become lost or stolen. The Plan Administrator
can provide loss insurance for certificates being returned for conversion to book-entry form. Mail loss insurance covers the cost
of the replacement surety bond only. Replacement transaction fees may also apply. To take advantage of the optional mail loss
insurance, you must include a $10 check, made payable to WFSS Surety Program, along with your certificates and instructions. To
qualify for this service, you must choose to use an accountable mail delivery service such as Federal Express, United Parcel Service,
DHL, Express Mail, Purolator, TNT or United States Postal Service Registered Mail. Any one shipping package may not contain certificates
exceeding a total value of $100,000. The value of certificated shares is based on the closing market price of the common stock
on the trading day prior to the documented mail date. Claims related to lost certificates under this service must be made within
60 days of the documented delivery service mail date. This is specific coverage for the purpose of converting shares to book-entry
form and the surety is not intended to cover certificates being tendered for certificate breakdown or exchange for other certificates.
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Share
Transfers and Gifts
May
I transfer plan shares to another person?
Yes,
you may transfer plan shares to another person, subject to compliance with applicable laws. To do this, you must complete and
sign a
Stock Power Form
and return the completed executed
Stock Power Form
to the Plan Administrator. Your signature
on the stock power must be medallion guaranteed by an eligible financial institution. You may obtain a
Stock Power Form
online
at
shareowneronline.com
or by contacting the Plan Administrator by telephone. For further instructions relating to the
transfer of plan shares to another person, contact the Plan Administrator.
May
I purchase shares for others?
Yes,
you may purchase shares of common stock for others by making cash payments on their behalf. If the recipient is not already a
participant in the plan, you must have the recipient complete an
Account Authorization Form
and submit the completed form
and the following to the Plan Administrator:
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an
initial investment of $25 if the recipient is a residential customer of Idaho Power Company;
or
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an
initial investment of $200 if the recipient is not a residential customer of Idaho Power
Company.
|
If
the recipient is already a participant in the plan, you may submit a check of at least $25 with the recipient’s account
number and name on it. Be sure to refer to “IDACORP, Inc.” on the face of the check.
Selling
and Withdrawing Shares
How
may I sell shares held in my plan account?
You
may sell shares held in your plan account at any time. You may place sale orders online, by telephone or through the mail, to
the extent noted below. You may instruct the Plan Administrator to sell shares under the plan through a Batch Order, Market Order,
Day Limit Order, Good-’Til-Date/Canceled Limit Order or Stop Order, which are described below.
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Batch
Order (online, telephone, mail)
– Requests to sell shares are aggregated and
the total of all shares are sold on the open market. Batch Order sale requests will be
completed by the Plan Administrator within five business days (except where deferral
is necessary under state or federal regulations). The price per share sold will not be
known until the sales are completed and will always be the weighted-average price for
all shares sold for the plan on the trade date. Once entered, a Batch Order cannot be
canceled by the participant.
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●
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Market
Order (online or telephone)
– During market hours, sale requests will be promptly
submitted by the Plan Administrator to a broker. The sale will be at the prevailing market
price when the trade is executed. Once entered, a Market Order request cannot be canceled.
Sale requests submitted near the close of the market may be executed on the next trading
day, along with other requests received after market close.
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Day
Limit Order (online or telephone)
– Sale requests for a Day Limit Order will
be promptly submitted by the Plan Administrator to a broker. The sale will be executed
when and if the stock reaches or exceeds the specified price on the day the order was
placed. The request will be automatically canceled if the price is not met by the end
of the trading day. If you submit a Day Limit Order when the market is closed, your order
will be processed on the next business day. Once entered, a Day Limit Order cannot be
canceled by the participant. Depending on the number of shares being sold and current
trading volumes, the order may only be partially filled and the remainder of the order
cancelled.
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●
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Good-’Til
-Date/Canceled (GTD/GTC) Limit Order (online or telephone)
– Requests to sell
shares with a GTD and GTC Limit Order will be promptly submitted by the Plan Administrator
to a broker. The sale will be executed when and if the stock reaches or exceeds the specified
price during the period specified in the order. GTC orders expire after 90 days if the
order does not specify a shorter period. The request is automatically canceled if the
price is not met by the end of the order period. The unfilled portion of an order also
may be canceled by the applicable stock exchange or by the participant prior to the termination
or cancellation date specified in the order.
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●
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Stop
Order (online or telephone)
– Requests to sell shares will be promptly submitted
by the Plan Administrator to a broker for a Stop Order. The sale will be executed when
the stock reaches a specified price, at which time the order becomes a Market Order and
the sale will be at the prevailing market price when the trade is executed. The price
specified in the order must be below the current market price.
|
Please
note that IDACORP’s share price may fluctuate between the time your sale request is received and the time the sale is completed
on the open market.
Requests
received by mail will be processed as a Batch Order. When submitting a written request, please include your name and account number
and reference “IDACORP, Inc.” Also, please remember to sign your name as it appears on your account whenever you submit
written instructions to the Plan Administrator. All registered owners must sign.
IDACORP’s
Insider Trading and Transactions in Company Securities Standard prohibits trading in IDACORP’s common stock if the shareholder
or the potential shareholder is in possession of material, non-public information about the company, with very limited exceptions
(generally relating to programmatic trading pursuant to authorized Rule 10b5-1 plans). Share sales by employees, affiliates and
Section 16 officers must be made in compliance with IDACORP’s Insider Trading and Transactions in Company Securities Standard.
Additional
Terms and Conditions for Selling Shares
Sales
are usually made through a broker, who will receive brokerage commissions. The Plan Administrator is authorized, in its sole discretion,
to choose any broker, including a broker affiliated with the Plan Administrator, to make sales of plan shares. The Plan Administrator
will furnish you the name of the registered broker used to sell your shares within a reasonable time upon written request. Typically,
the shares are sold through the New York Stock Exchange.
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Depending
on the number of shares to be sold and the current trading volume, sale transactions may be completed in multiple transactions
and over the course of more than one day (except in the case of a Day Limit Order). All sales are subject to market conditions,
system availability, restrictions and other factors. The actual sale date, time or price received for any shares sold through
the plan cannot be guaranteed. IDACORP’s share price may fluctuate between the time the sale request is received and the
time the sale is completed on the open market. The Plan Administrator will not be liable for any claim arising out of a failure
to sell stock on a certain date or at a specific price. You bear this risk by participating in the plan, and you should evaluate
and monitor this risk.
Sales
proceeds will be net of any fees to be paid by the participant. The Plan Administrator will deduct any fees or applicable tax
withholding from the sale proceeds. Sales processed on accounts without a valid Form W-9 for U.S. citizens or Form W-8BEN for
non-U.S. citizens will be subject to Federal Backup Withholding. This withholding can be avoided by furnishing the appropriate
and valid form prior to the sale. Forms are available online at
shareowneronline.com
.
A
check for the proceeds of the sale of shares (in U.S. dollars), less applicable taxes and fees, will be mailed by first class
mail as soon as administratively possible after the settlement date. If you submit a request to sell all or part of your plan
shares, and you request that the net proceeds be deposited electronically into a checking or savings account, you must provide
a voided blank check for a checking account or blank savings deposit slip for a savings account. If you are unable to provide
a voided check or deposit slip, your written electronic deposit request must include a medallion signature guarantee from an eligible
financial institution. Requests for automatic deposit of sale proceeds that do not provide the required documentation will not
be processed (although the sale will be completed as described above), and the Plan Administrator will issue a check for the net
sale proceeds.
A
participant who wishes to sell shares currently held in certificate form may send them in for deposit to the Plan Administrator
and then may proceed with the sale. To sell shares through a broker of your choice, you may request the broker to transfer shares
electronically from your plan account to your brokerage account.
May
I withdraw shares from my plan account without terminating participation in the plan?
Yes,
you may withdraw any number of whole shares held in your plan account at any time. You may request a withdrawal by completing
a
Transaction Request Form
and returning it to the Plan Administrator. Requests can be submitted through
shareowneronline.com
,
over the telephone and by mail. The Plan Administrator will transfer your whole plan shares into your direct registration account
and issue a direct registration statement to you. For more information, see “Direct Registration.”
What
happens when I sell or transfer all of the shares registered in my name?
If
you sell all the shares in your account, or if you hold less than one full share in your account, the Plan Administrator may terminate
your participation in the plan. If you sell fewer than all the shares, you will continue to participate in the plan unless you
inform the Plan Administrator of your desire to stop participating. If you transfer all shares of common stock
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registered in your
name into a new registration, the Plan Administrator will not automatically transfer the plan account to the new registration.
You must contact the Plan Administrator to request a transfer of plan shares.
Termination
of Participation
When
and how may I close my plan account?
Your
participation in the plan is entirely voluntary. You may terminate your participation at any time by submitting a
Transaction
Request Form
with the appropriate information or by submitting a written request to the Plan Administrator, which must include
your name, account number and a reference to “IDACORP, Inc.” You may also terminate your participation in the plan
by telephone.
The
Plan Administrator will process termination requests promptly. If the Plan Administrator receives your termination request on
or after the dividend record date but before the dividend payment date, the Plan Administrator will process your termination request
as soon as administratively possible and mail a separate dividend check to you. We will not reinvest any future dividends unless
you re-enroll in the plan.
In
addition, the Plan Administrator must receive requests to terminate automatic withdrawals from a bank account at least fifteen
(15) business days prior to the beginning of the next investment period in order for the request to become effective before the
next optional cash payment.
Upon
termination of your participation in the plan, unless you have requested that some or all plan shares be sold, the Plan Administrator
will transfer your whole plan shares to your direct registration account and issue a direct registration statement to you. The
Plan Administrator will also issue you a check for any fractional share, less any applicable brokerage commissions and service
fees. For more information, see “Direct Registration.”
If
you so request, the Plan Administrator will sell some or all plan shares on your behalf. After settlement of the sale, the Plan
Administrator will send you a check for the proceeds from the sale, less any applicable brokerage commissions and service fees.
If
I terminate participation, may I re-enroll in the plan?
Generally,
you may re-enroll in the plan at any time. However, we and the Plan Administrator reserve the right to reject an authorization
form on any grounds, including excessive enrollment and termination. We reserve the right to deny, modify, suspend or terminate
participation in the plan by otherwise eligible persons to the extent we deem it advisable or necessary in our discretion to comply
with applicable laws or to eliminate practices that are not consistent with the purposes of the plan.
Certificates
for Shares – Accounts
Will
I receive certificates for shares purchased in the plan?
No.
The Plan Administrator holds the shares purchased for you in your plan account. This service protects against loss, theft or destruction
of stock certificates.
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In
whose name will accounts be maintained?
Your
plan account will be maintained in the name or names which appear on our shareholder records or in the name that you indicate
on the
Account Authorization Form
. If you transfer shares to a direct registration account, that account will be maintained
in the name or names which appear on our shareholder records. See the procedures set forth in “Direct Registration”
below.
Account
Access
May
I execute transactions by telephone?
Yes,
in order to conduct transactions by telephone, you will need to authorize automated privileges for your account and select a personal
identification number for security purposes. You may establish automated privileges by telephoning the Plan Administrator. After
you have authorized automated privileges, you will be able to:
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change
your dividend reinvestment option;
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change
the dollar amount of or terminate automatic withdrawals from your bank account;
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●
|
sell
all or a portion of your plan shares, if you have a designated bank account. Certain restrictions may apply.
|
May
I view my account information and execute transactions online?
Yes,
you may view your account balance, stock values, dividend information, reinvestment details and other helpful information at
shareowneronline.com
.
The Plan Administrator maintains this website. You may also use online access to:
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|
change
your dividend reinvestment option;
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authorize,
change or terminate automatic withdrawals from your bank account;
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sell
all or a portion of your shares if you have a designated bank account and, for joint
accounts, you have previously authorized automated account access;
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elect
to view statements, tax forms and company communications – you will receive an
email notification when new documents are available for viewing; and
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update
your personal information.
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How
do I establish online access?
You
may establish online access or enroll in the plan online by going to
shareowneronline.com
and following the instructions
for online access enrollment. Participation in the plan through the Plan Administrator’s online services is voluntary.
To
enroll in the Plan:
If
you are an existing registered shareowner:
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|
1.
|
Go
to
shareowneronline.com
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3.
|
Enter
your Authentication ID* and Account Number
|
*If
you do not have your Authentication ID, select “I do not have my Authentication ID.” For security, this number is
required for first time sign on.
If
you are a new investor:
|
|
1.
|
Go
to
shareowneronline.com
|
|
|
2.
|
Under
“Invest in a Plan,” select “Direct Purchase Plan”
|
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3.
|
Select
“IDACORP, Inc.”
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4.
|
Under
“New Investors,” select “Invest Now”
|
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|
5.
|
Follow
instructions under “Buy Shares”
|
Your
account number can be found on your dividend check, dividend deposit notice or account statement. If you do not have your Authentication
ID, you may request one online or by phone. Your Authentication ID will be sent to your mailing address on file.
After
you have successfully signed up, you will be able to access your account immediately. You will also receive written confirmation
to your mailing address on file that your account has been activated for online access.
Account
Statements
What
kind of reports will I receive from the Plan Administrator?
The
Plan Administrator maintains an account for each plan participant and sends account statements to each participant as soon as
administratively possible after each quarterly dividend reinvestment, after each optional cash payment and after any transfer,
sale, deposit or withdrawal of plan shares.
The
account statements provide you with records of your purchases and sales and should be retained for tax purposes. The Plan Administrator
charges a fee to supply historical statement information. In addition, you will receive copies of or have access to all communications
sent to holders of our common stock, including the annual report, the notice of annual meeting and proxy statement, and any reports
or informational statements required by the Internal Revenue Service.
Shares
of common stock credited to your plan account are subject to escheat to the state in which you reside in the event such shares
are deemed, under such state’s laws, to have been abandoned by you. You should therefore notify the Plan Administrator promptly
in writing of any change of address. Account statements and other communications will be addressed to you at your last address
on record with the Plan Administrator.
Other
Information
What
happens if IDACORP issues a stock dividend, declares a stock split or has a rights offering?
Any
stock dividends or stock splits distributed by IDACORP on common stock held by the Plan Administrator for the participant will
be credited to the participant’s account. This will include all whole and fractional shares.
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In
the event that IDACORP makes available to its shareowners any rights to subscribe for additional common stock, the rights to subscribe
will be based on any shares held in and outside of the plan. Any new shares distributed by IDACORP resulting from the exercise
of the rights will be issued directly to the participant.
How
do I vote my shares at meetings of shareholders?
Participants
in the plan will receive voting materials and have the sole right to vote the common stock of IDACORP represented by their shares
in the plan. In the event the participant does not provide direction for voting, the plan shares will not be voted.
The
participant is encouraged to read the voting materials carefully. Votes may be submitted online, by telephone or by returning
the signed, dated proxy card. A participant’s shares will be voted in accordance with the most recently submitted instructions.
May
I pledge shares credited to my plan account?
No.
You may not pledge shares in your plan account. If you want to pledge these shares, you or your broker may request a transfer
of these shares to a brokerage account by completing the
Transaction Request Form
attached to your plan account statement.
What
are the responsibilities of IDACORP and the Plan Administrator under the plan?
Wells
Fargo Shareowner Services, as Plan Administrator, is authorized to choose a broker, including an affiliated broker, at its sole
discretion to facilitate purchases and sales of common stock by plan participants. The Plan Administrator will furnish the name
of the registered broker, including any affiliated broker, utilized in share transactions within a reasonable time upon written
request from a participant.
We,
the Plan Administrator, and any broker selected by the Plan Administrator to make purchases and sales pursuant to the plan will
not be liable for any act or failure to act done in good faith in administering the plan. This includes, but is not limited to,
any claims of liability relating to:
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|
●
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the
failure to terminate your account upon your death prior to receiving written notice of
your death;
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●
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the
prices at which or the times when common stock is purchased or sold; or
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●
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any
changes in the market value of our common stock.
|
The
Plan Administrator acts solely as our agent and owes no duties, fiduciary or otherwise, to any other person by reason of the plan,
and no implied duties, fiduciary or otherwise, shall be read into the plan.
The
Plan Administrator undertakes to perform only the duties that are described in this prospectus. No implied covenants or obligations
shall be read into the plan with respect to us or the Plan Administrator.
In
the absence of negligence or willful misconduct on its part, the Plan Administrator, whether acting directly or through agents
or attorneys, shall not be liable for any action taken,
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suffered or omitted or for any error of business judgment it made in performing
its duties under the plan, and the Plan Administrator shall never be liable for any special, indirect or consequential loss or
damage of any kind whatsoever, including lost profits. This is so even if the Plan Administrator has been advised of the likelihood
of such loss or damage and regardless of the form of action.
The
Plan Administrator shall not be required to and shall make no representations and have no responsibilities as to the validity,
accuracy, value or genuineness of any signatures or endorsements, other than its own. Also, the Plan Administrator shall not be
obligated to take any legal action under the plan that might, in its judgment, involve any expense or liability, unless it has
been furnished with reasonable indemnity.
The
Plan Administrator shall not be responsible or liable for any failure or delay in the performance of its obligations under the
plan arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including
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●
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acts
of God, such as earthquakes, fires or floods;
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●
|
wars
and civil or military disturbances;
|
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●
|
interruptions,
loss or malfunctions of utilities;
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●
|
computer,
hardware or software, or communications services;
|
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●
|
acts
of civil or military authority or governmental actions.
|
However,
the Plan Administrator shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume
performance as soon as administratively possible under the circumstances.
This
immunity does not relieve us or the Plan Administrator of any liability for violations of applicable laws, including without limitation,
federal securities laws. We and the Plan Administrator cannot assure you of a profit or protect you against a loss on shares purchased
under the plan.
The
IDACORP common stock is not insured by the FDIC or any other government agency, are not deposits or other obligations of, and
are not guaranteed by, Wells Fargo Shareowners Services or IDACORP, and are subject to investment risks, including possible loss
of principal amount invested. Common stock held in the plan are not subject to protection under the Securities Investor Protection
Act of 1970.
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Who
interprets and regulates the plan?
Our
board of directors interprets and regulates the plan.
Can
IDACORP change or terminate the plan?
We
may change the terms of the plan, including any fees, or terminate the plan at any time. We will notify you of any material changes
to the plan.
U.S.
Federal Income
Tax Information
What
are the principal U.S. federal income tax consequences of my participation in the plan?
The
following is a brief summary of some of the principal U.S. federal income tax consequences of your participation in the plan.
It is for general information only and is not intended to be a complete summary of all aspects of U.S. federal income taxation
that may be important to you, and does not constitute tax advice. The following summary is based upon existing tax laws, regulations
and rulings on the date of this prospectus. You should consult with your own tax advisor regarding the specific tax consequences
to you under applicable federal, state, local and foreign tax laws and the impact of any changes in applicable tax laws, which
may have retroactive effect.
Initial
Investment and Optional Cash Payments:
In general, a participant who makes an initial investment under the plan will not realize
gain or loss for U.S. federal income tax purposes as a result of the purchase of shares pursuant to such initial investment.
Tax
Basis and Holding Period of Shares:
Your tax basis in the shares purchased under the plan will be equal to the amount treated
as a distribution to you, less the amount of any taxes withheld as discussed below. The Internal Revenue Service, pursuant to
Treasury Regulations on broker reporting of sales of securities and on the cost basis of securities, requires administrators of
dividend reinvestment plans to retain and accurately report cost basis information to shareholders and to the Internal Revenue
Service. You should consult your own tax advisors regarding the elections that are appropriate for you. Your holding period for
shares of common stock acquired pursuant to the plan will begin on the day following the date the shares are credited to your
plan account.
Dividend
Income:
If your reinvested dividends are used to purchase authorized but unissued shares or treasury shares of common stock
from us, you will be treated for U.S. federal income tax purposes as having received a distribution in an amount equal to the
fair market value of the number of shares, including fractional shares, of common stock purchased with the reinvested dividends
on the dividend payment date.
If
your reinvested dividends are used to purchase shares of common stock on the open market or through negotiated transactions, you
will be treated for U.S. federal income tax purposes as having received a distribution in an amount equal to the amount of dividends
used to purchase shares of common stock and to pay any brokerage fees or other expenses.
Amounts
treated as distributions will be treated as dividend income to you to the extent of our current and accumulated earnings and profits,
as determined for U.S. federal income tax purposes. Subject to holding-period requirements and certain other limitations, dividends
received with
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respect to our common stock by certain non-corporate common stockholders generally will be treated as qualified
dividend income that is taxable to such stockholder at preferential capital gain tax rates. Distributions in excess of our earnings
and profits will be treated first as a nontaxable return of capital to the extent of your tax basis in your common stock and thereafter
as capital gain. Some corporate stockholders may be entitled to a dividends received deduction with respect to amounts treated
as dividends.
Gains
and Losses from the Sale of Shares:
You will realize gain or loss when you sell or exchange shares of common stock held in
your plan account and, in the case of a fractional share, when you receive a cash payment for a fraction of a share of common
stock credited to your plan account – for example, upon your termination of participation in, or termination of, the plan.
The amount of such gain or loss will be the difference between the amount that you receive for the shares, or fraction of a share,
and your tax basis in the shares, or fraction of a share. Any gain or loss generally will be capital gain or loss, and will be
long-term capital gain or loss if your holding period is greater than one year at the time of the sale or disposition. In the
case of certain non-corporate common stockholders, long-term capital gain generally will be taxable to such stockholder at preferential
capital gain tax rates. The deductibility of capital losses is subject to certain limitations.
The
Plan Administrator generally will use the first-in, first-out, or “FIFO,” method when determining the tax basis of
any shares sold. However, you may designate your preference for “specific identification” cost basis by identifying
this preference in writing to the Plan Administrator.
Dividends
Subject to Withholding:
Reinvested dividends are subject to U.S. federal backup withholding (currently at a 28% rate) if you
fail to provide a social security or other taxpayer identification number to the Plan Administrator.
A
foreign person (nonresident alien individual or foreign entity) is subject to tax withholding at a 30% rate on the gross amount
of certain payments of U.S. source income including dividends, unless the beneficial owner of the payment provides the appropriate
IRS Form W-8 entitling such owner to a reduced rate of, or exemption from, withholding tax under an income tax treaty. Foreign
entity owned accounts may also be subject to withholding at a 30% rate on all applicable U.S. sourced income, including dividends,
as required by the Foreign Account Tax Compliance Act of the U.S. Internal Revenue Code (“FATCA”). Gross proceeds
received from the sale, maturity or exchange of securities that can produce U.S. sourced dividends or interest will also be subject
to potential FATCA withholding effective on and after January 1, 2019. Foreign persons should consult with their tax advisors
or counsel as to which tax certification form they are required to provide and for more specific information regarding the withholding
requirements under Chapters 3 and 4 (FATCA).
Medicare
Tax on Net Investment Income:
Certain non-corporation common stockholders will be subject to a 3.8% Medicare tax on, among
other things, dividends on and capital gains from the sale or other disposition of stock, subject to certain exceptions. Non-corporate
common stockholders should consult with their tax advisors or counsel regarding the effect, if any, of this tax on their ownership
and disposition of our common shares.
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DIRECT
REGISTRATION
We
are a participant in the direct registration system. Direct registration is a method of recording stock ownership in book-entry
form, which allows stock to be owned, reported and transferred electronically without issuing a physical certificate. Book-entry
means that your stock is registered in your name on our books without the need for physical stock certificates. Your uncertificated
stock has the same rights and privileges as stock evidenced by a physical certificate.
Direct
registration is a free service that:
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eliminates
the risk and cost associated with keeping physical stock certificates;
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eliminates
the time and expense associated with replacing lost, stolen or destroyed stock certificates;
and
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allows
you to move shares electronically to a broker or to other registered accounts.
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If
you hold stock through our direct registration system, Wells Fargo Shareowner Services, a division of Wells Fargo Bank, N.A.,
our transfer agent, Plan Administrator and registrar, will establish and maintain your direct registration account and provide
you with a direct registration statement of ownership reflecting the number of shares of stock registered in your name on our
books. Wells Fargo will send you a new statement of ownership each time there is activity in your account. Once you begin participation
in our direct registration system, any future transactions will be handled through the direct registration system rather than
with physical certificates.
You
may send any stock certificates you are currently holding for conversion into our direct registration system by sending the stock
certificates to Wells Fargo Shareowner Services, a division of Wells Fargo Bank, N.A., with a request to deposit them into your
direct registration account. There is no cost to you for this custodial service. Your certificates should not be endorsed, and
we recommend sending your certificates by registered mail, insuring them for 3% of the current market value. See “Deposit
of Certificates” above for information on optional mail loss insurance.
Under
the plan, you may sell your direct registration shares through Wells Fargo, subject to a transaction fee and a commission. See
“Expenses to Participants” in this prospectus. You may also sell your direct registration shares by electronically
transferring the shares to your bank or broker and selling the shares through your bank or broker. You may move electronically
all or a portion of your direct registration shares to your bank or broker at any time. To do so, provide your bank or broker
with a copy of your direct registration account statement.
Your
direct registration account is separate from your dividend reinvestment plan account. You may deposit your common stock certificates
in either your direct registration account or your dividend reinvestment plan account.
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