The
Plan Administrator will reinvest dividends on shares held in your plan account, including any shares that you deposit for safekeeping.
When you enroll in the Plan, you may select the option to automatically reinvest your dividend. If you do not select an option,
the Plan Administrator will default your choice to full reinvestment. You have the following investment options on shares registered
in your name:
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.
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.
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.
You
should make your check payable to “EQ 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.
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.
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 open market purchases.
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Initial Investments and Optional Cash Payments:
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, 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.
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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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the time of day to purchase shares;
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the price paid for such shares;
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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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the persons, including other brokers through whom such purchases are made.
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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 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:
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 Paid
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Check investment
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Company Paid
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One-time automatic investment
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Company Paid
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Recurring automatic investment
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Company 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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Other fees
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Certificate deposit
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Company 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 4% 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 EQ 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.
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.
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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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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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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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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.
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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 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.
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 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 online at shareowneronline.com,
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.
The
Plan Administrator reserves the right to terminate participation in the Plan if a participant does not have at least one whole
share in the Plan. Upon termination the participant may receive the cash proceeds from the sale of any fractional share, less any
service fee and brokerage commission.
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 Account 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.
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.
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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.
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Go to shareowneronline.com
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2.
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Select Register
then Register for Online Access
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3.
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Enter your Company Name, Authentication ID* and Account
Number
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*
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If you do not have your
Authentication ID, select I don’t know and complete the online form to have it sent to you.
For security, this number is required for first time sign on.
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If you are a new investor:
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1.
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Go to shareowneronline.com
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2.
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Select Register
then Buy Shares in a Company
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3.
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Select “IDACORP, Inc.”
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4.
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Select Invest
in this company and follow the instructions to buy shares
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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. You may elect to have your statements and other information
sent to you automatically by initiating eDelivery through shareowneronline.com.
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.
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?
Equiniti
Trust Company, as Plan Administrator, is authorized to choose a 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 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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the failure to terminate your account upon your death prior to receiving written notice of your death;
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the prices at which or the times when common stock is purchased or sold; or
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any changes in the market value of our common stock.
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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, 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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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.
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However, the Plan Administrator
shall use reasonable efforts which are consistent with accepted practices in the stock investment plan 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, EQ 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.
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 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 24% 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 payments of U.S. source
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 dividends, as required by the Foreign Account Tax Compliance Act of the U.S. Internal
Revenue Code (“FATCA”). Subject to the proposed Treasury regulations discussed below, gross proceeds received from
the sale or other disposition of stock that can produce U.S. sourced dividends generally will also be subject to potential FATCA
withholding. Proposed Treasury regulations eliminate withholding under FATCA on payments of gross proceeds. Taxpayers may rely
on these proposed Treasury regulations until final Treasury regulations are issued, but such Treasury regulations are subject to
change. 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.
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, Equiniti Trust Company d/b/a EQ Shareowner Services, 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. EQ Shareowner Services 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 EQ Shareowner Services 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 4% 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 EQ Shareowner Services, 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.