20030225Application.pdf

3t;S
IDAHO POWER COMPANY
O. BOX 70
BOISE, IDAHO 83707
::'
iL.
' "
. :::.J:=R
' ~ " . "
i~\:i..,U V . ,
nrn
' ~'" ?
ri 4: 58u"" -1 An IDACORP Company
U T \ dof '!ES is !mt~A TRICK A. HA
~~~~:
February 25 , 2003
HAND DELIVERED
Ms. Jean D. Jewell
Secretary
Idaho Public Utilities Commission
Statehouse
Boise, Idaho 83720
'7
~..7 ~ 0 tJ6! dt1tJRe: In the Matter of the Application of Idaho Power Company for an Order
Authorizing up to
$~
Aggregate Principal Amount at anyone time
outstanding of Short-Term Borrowings
CASE NO. IPC-03-0 ~
Dear Ms. Jewell:
Enclosed herewith for filing with the Commission are an original and five (5) copies of
the above-referenced application. A notice for publication regarding the application is also
enclosed for your signature. Idaho Power will promptly submit the $1 000 application filing fee
to the Commission for this application, as well as the financial statements to be filed
Attachment II. Please send three (3) certified copies of the Order issued in this matter to the
undersigned.
If you have any questions regarding this application, please contact me at 388-2878.
Sincerely,
/~
11 ;f/a?/7;d1
Patrick A. Harringt~O
P AH:jb
Enclosures
Darrel Anderson
Dennis Gribble
Randy Mills
Terri Carlock
Telephone [phone] Fax [phone]
:: c' I r- n r-;;;, L ,-. L ',t. U L-...J
BEFORE THE IDAHO p~IttfuIl.JTIES C ~SSION
ZG:J3 rES 25 PH 4: 58
. '-, ,."' '-'
. I '."IN THE MATTER OF THE APPLICATION R-t :
/;)~ ~:~ (.. :
;)2',:, r; ~
..
IDAHO POWER COMPANY FOR AN OWER' 1.) VVjt~~1NQ~ IPC-(J 3~ tJ
AUTHORIZING UP TO $250 000 000
) ,
AGGREGATE PRINCIPAL AMOUNT AT
ANY ONE TIME OUTSTANDING OF
SHORT-TERM BORROWINGS
APPLICATION
IDAHO POWER COMPANY (the "Applicant ) hereby applies for an Order of the
Idaho Public Utilities Commission (the "Commission ) authorizing the Applicant to incur up to
$250 000 000 aggregate principal amount at anyone time outstanding of Short-Term Borrowings as
set forth herein, pursuant to Chapter 9 , Title 61 , Idaho ~ode, and under Rules 141 through 150 of the
Commission s Rules of Procedure (the "Rules
(a)The Applicant
The Applicant is an electric public utility incorporated under the laws of the state of
Idaho, engaged principally in the generation, purchase, transmission, distribution and sale of electric
energy in an approximately 20 000 square mile area in southern Idaho and eastern Oregon. The
principal executive offices of the Applicant are located at 1221 W. Idaho Street, P.O. Box 70, Boise
Idaho 83707-0070; its telephone number is [phone].
(b)Description of Securities
The securities will consist of loans issued by financial and other institutions and
evidenced by unsecured notes or other evidence of indebtedness; and unsecured promissory notes to
be issued for public or private placement through one or more commercial paper dealers or agents, or
directly by Applicant.
APPLICATION -
H:\Short-Term Borrowing.. IPUC App 2003.doc
(i)Amount of Securities
The securities proposed to be issued by Applicant hereunder will not exceed
total of $250 000 000 aggregate principal amount at anyone time outstanding.
(ii)Interest Rate
Applicant anticipates said borrowings will provide that the interest rates may
be fixed or variable during the term of said loans, and that the rates will be based on LIBOR, the
applicable prime rate, or other rate established in the borrowing arrangements, and may vary based
upon the credit ratings of Applicant's first mortgage bonds.
(iii)Date of Issue
The proposed borrowings may be issued by the Applicant during the one-year
period from April 1 , 2003 through March 31 , 2004.
(iv)Date of Maturity
The proposed borrowings will have varying maturities of not more than twelve
months. In no event will any borrowing have a final maturity beyond March 31 , 2005.
(v)Voting Privileges
Not applicable.
(vi)Call or Redem?tion Provisions
Not applicable.
(vii)Sinking Fund or Other Provisions for Secured Payment
Not applicable.
(c)Manner of Issuance
(i)Method of Marketing
APPLICATION - 2
H:\Short-Term Borrowing - IPUC App 2003.doc
Applicant intends to secure commitments for up to one year for unsecured
Lines of Credit, individually or through an agent, with several financial or other institutions when
and if required by Applicant's then current financial requirements (see Paragraph (d), Purpose of
Issuance). Each individual Line of Credit Commitment will provide that up to a specific amount
anyone time outstanding will be available to Applicant to draw upon for a fee to be determined by a
percentage of the credit line available, credit line utilization, compensating balance or combination
thereof.
A syndicated facility would include an arrangement fee estimated at $250 000
payable to the agent, an annual fee estimated at $30 000 payable to the agent, and a facility fee
determined by a percentage of each bank's commitment.
Applicant may also make arrangements for uncommitted credit facilities under
which unsecured Lines of Credit would be offered to Applicant on an "as available" basis and at
negotiated interest rates. Such committed and uncommitted borrowings will be evidenced by
unsecured promissory notes or other evidence of indebtedness. The committed and uncommitted
Line of Credit agreements specifying the terms of Applicant s borrowings will be filed with the
Commission as soon as available as Exhibit A.
Unsecured promissory notes will be issued and sold by Applicant through one
or more commercial paper dealers or agents, or directly by Applicant. Each note issued as
commercial paper will be either discounted at the rate prevailing at the time of issuance for
commercial paper of comparable quality and maturity or will be interest bearing to be paid
maturity. Each note will have a fixed maturity and will contain no provision for automatic "roll
over
APPLICATION - 3
H:\Short-Term Borrowing.. IPUC App 2003.doc
(ii)Terms of Sale
See Paragraph (c)(i), Method of Marketing.
(iii)Underwriting Discounts or Commissions
(A)Reference is made to paragraph (c)(i), Method of Marketing, which
specifies the method of payment of fees to the financial or other institutions pursuant to the Line of
Credit arrangements.
(B)It is expected that the commercial paper dealers or agents will sell such
notes at a profit to them of not to exceed 1/8 of 1 percent of the principal amount of each note.
(iv)Sales Price
See paragraph (c)(iii), Underwriting Discounts or Commissions.
(d)Purpose of Issuance
The proposed short-term borrowings will be made, and the promissory notes
commercial paper, or other evidence of indebtedness issued, to obtain temporary, interim capital
(including renewal of short-term notes or other evidence of indebtedness issued or outstanding prior
to March 31, 2003), for the following purposes:
(i)Property to be Acquired or Constructed
The short-term funds will be used to finance Applicant's ongoing construction
program including, but not limited to, new plant investment as well as the upgrade of existing
generation, distribution, transmission and general plant.
(ii)Refunding of Obligations and Reimbursement of Expenditures
APPLICATION - 4
H:\Short-Term Borrowing - IPUC App 2003.doc
The short-term funds may also be used by Applicant for the retirement of
maturing debt and the possible repurchase or defeasance of certain debt or preferred stock presently
outstanding.
(iii)Other Purposes
Applicant may also use the short-term funds for general corporate purposes
including, but not limited to, the possible purchase of electric utility assets and service territory and
the possible repurchase of common shares and/or debt securities of Applicant on the open market.
(e)Propriety of Issue and Guarantee
Applicant believes and alleges the fact set forth in Paragraph (d), Purpose oflssuance
disclose that the proposed short-term borrowings are for a lawful object within the corporate
purposes of Applicant and compatible with the public interest, and are necessary or appropriate for
or consistent with, the proper performance by Applicant of service as a public utility and will not
impair its ability to perform that service.
(f)Financial Statements; Resolutions
Applicant will promptly file with the Commission as Attachment I its financial
statements, consisting of its (A) Actual and Pro Forma Balance Sheet and Notes to Financial
Statements , (B) Statement of Capital Stock and Funded Debt, (C) Commitments and Contingent
Liabilities , (D) Statement of Retained Earnings and (E) Statement of Income.
A certified copy of the resolutions of Applicant's Directors authorizing the transaction
with respect to this Application is attached hereto as Attachment II.
APPLICATION - 5
H:\Short-Term Borrowing - IPUC App 2003.doc
(g)
Proposed Order
Applicant has filed as Attachment ill a Proposed Order for adoption by the
Commission if this Application is granted.
(h)Notice of Application
Notice of this Application will be published in those newspapers in Applicant's
service territory listed in Rule 141(h) of the Commission s Rules within seven (7) days of the date
hereof.
(i)Reports
Applicant will file as Exhibit A hereto, a verified report with the Commission
pursuant to Rule 143 , listing the proposed agreements for the committed and uncommitted unsecured
Lines of Credit and other agreements evidencing the borrowing arrangements.
PRA YER
WHEREFORE, Applicant requests that the Idaho Public Utilities Commission issue
its Order authorizing Applicant, during the period from April 1 , 2003 to and including March 31
2004, to make short-term borrowings and to issue unsecured notes (including renewal notes) or other
evidence of indebtedness, for the purposes herein set forth in an amount not to exceed $250 000 000
aggregate principal amount at anyone time outstanding. Applicant further requests authority to
substitute commercial paper borrowings for the Lines of Credit, or other borrowing arrangements up
to the limits imposed by applicable statutes, rules or regulations.
t D
lED at Boise, Idaho this day of February 2003,
APPLICATION - 6
H:\Short-Term Borrowing - IPUC App 2003.doc
IDAHO POWER COMPANY
~T-
Isl Darrel T. Anderson
Vice President, CFO & Treasurer
(CORPORATE SEAL)
ATTEST:
Isl Robert W. Stahman
Secretary
Idaho Power Company
1221 W. Idaho Street
Boise, ID 83707-0070
APPLICATION - 7
H:\Short-Term Borrowing - IPUC App 2003.doc
VERlFICA TION
, Darrel T. Anderson, declare that I am the Vice President, CFO and Treasurer of
Idaho Power Company, and am authorized to make this Verification. The application and the
attached exhibits were prepared at my direction and were read by me. I know the contents of the
Application and the attached exhibits , and they are true, correct and complete to the best of my
know ledge and belief.
WITNESS my hand and seal of Idaho Power Company this ay of February,
2003.'Zr 7':
Isl Darrel T. Anderson
SUBSCRIBED AND SWORN to me this day of February, 2003.
""""'".,
-cJ
~ "
V- \
! ;
1,y Notar Seal
~ ..."" .
.".0"""
. '~ "" .
" (I
' .:: :
"O1ARy"
'" :*:_.- *. ..
PUB\-
.. "- ". .
l c !
...
tP~
" ~ ~~ .,. '",.,." ~...""
'l'll Of \~ "
........."
/J7 /~()c4-
APPLICATION - 8
H:\Short-Terrn Borrowing - IPUC App 2003.doc
ATTACHMENT I
STATEOFIDAHO )
COUNTY OF ADA ) ss.
CITY OF BOISE
, ROBERT W. STARMAN , the undersigned, Secretary ofldaho Power Company,
do hereby certify that the following constitutes a full, true and correct copy of the resolutions adopted
by the Board of Directors of the Company on March 21 , 2002, authorizing the Company to incur up
to $350 000 000 aggregate principal amount of short-term borrowing, and that said resolutions have
not been amended or rescinded and are in full force and effect on the date hereof.
2003.
IN WITNESS WHEREOF, I have here
Gand
this day of February,
1& RObe
Secretary
(CORPORATE SEAL)
RESOLVED , That for the purpose of providing in part for the Company
ongoing financial requirements, unsecured short-term borrowings by the Company
are hereby authorized in an aggregate principal amount of not to exceed
$350 000 000 at anyone time outstanding, such borrowings (including renewals
thereof), subject to the authority of, or in compliance with procedures of, all
governmental agencies having jurisdiction in respect thereof, to be made (1) at such
time or times, in such amount or amounts (within the above specified aggregate
maximum), for such period or periods, at such rate or rates of interest, upon such
other terms and conditions, and to be evidenced by notes or such other evidence of
indebtedness in such form or forms as shall be determined by, and (2) under such
agreement or agreements or pursuant to such arrangements as shall have been
approved by, the Chief Executive Officer, the President, the Chief Financial Officer
or the Treasurer or any Assistant Treasurer, as necessary or appropriate, in view of
the Company s financial requirements; and that the Chief Executive Officer, the
President, the Chief Financial Officer, the Treasurer or Assistant Treasurer, are, and
each of them hereby is authorized to execute and deliver in the name and on behalf
of the Company, all such agreements and arrangement documents, or instruments
and to do or cause to be done all such other things, as may be required or expedient
for the purpose of such borrowing, including the determination of a bank or banks
to act as issuing and paying agent for any promissory notes or other evidence of
indebtedness of the Company; and that the Chief Executive Officer, the President
the Chief Financial Officer, the Treasurer or Assistant Treasurer be, and they hereby
are authorized and empowered from time to time, to make, execute and deliver in the
name and on behalf of the Company, promissory notes or other evidence of
indebtedness , not to exceed an aggregate principal amount of $350 000 000 at any
one time outstanding as herein authorized; and be it
FURTHER RESOLVED, That the proper officers of the Company be, and
they hereby are, authorized and directed to file applications with the Idaho Public
Utilities Commission, and such other commissions or regulatory agencies identified
by such officers, for any necessary or appropriate authorization in connection with
the short-term borrowings in an aggregate principal amount not to exceed
$350 000 000 as determined by the proper officers of the Company to be in the best
interest of the Company, and to execute on behalf of the Company and in its name
and to cause to be filed with said Commission such amendments, supplements and
reports, if any, as they deem necessary or proper in connection with such applications
and with any orders issued by the Commission; and be it
FURTHER RESOLVED, That all acts heretofore done and all documents
heretofore executed, filed or delivered by the officers of the Company in connection
with the proposed short-term borrowings are hereby approved, ratified and
confirmed; and that the officers of the Company are hereby authorized and directed
to do or cause to be done any and all other acts and things in their judgment that may
be necessary or proper or as counsel may advise in order to carry out the purpose of
the foregoing resolutions.
RESOLVED, That effective on the date hereof, subject to regulatory
approvals, authorizations or consents , Idaho Power Company may issue and sell its
promissory notes (commercial paper or similar notes), from time to time (either in
physical or electronic book-entry form or otherwise) to such lenders , brokers, dealers
or placement agents in commercial paper as the officers of the Company may
determine, in principal amounts not to exceed an aggregate of $350 000 000 at any
time outstanding, each such note to be signed by one officer of the Company as
hereinafter provided, at such prices and containing such dates, rates, maturities or
other terms as the officer or officers executing said notes shall deem appropriate;
provided, that no such note shall be for a term of more than 270 days; and be it
FURTHER RESOLVED, That the signature or signatures on said promissory
notes may be either the manual or facsimile signature of the Chief Executive Officer
the President, the Chief Financial Officer or the Treasurer or any Assistant Treasurer
of the Company, or any other officer of the Company designated in writing by any
of the foregoing; and be it
FURTHER RESOLVED, That anyone of the following officers of the
Company, the Chief Executive Officer, the President, the Chief Financial Officer, the
Treasurer or any Assistant Treasurer be, and each hereby is authorized to execute and
deliver on behalf of the Company an agreement with u.S. Bank Trust National
Association, New York, or other financial institution , providing for the safekeeping,
completion , countersignature, issuance and payment of the promissory notes of the
Company; and be it
FURTHER RESOLVED , That any of the above officers be and each one
hereby is authorized to revoke such agreement or execute and deliver, from time to
time, such amendments to said agreement as any such officer may deem to be
desirable.
TT ACHMENT
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
IN THE MA TIER OF THE APPLICATION OF
IDAHO POWER COMPANY FOR AN ORDER
AUTHORIZING UP TO $250 000 000
AGGREGATE PRINCIPAL AMOUNT AT
ANY ONE TIME OUTSTANDING OF
SHORT -TERM BORROWINGS
CASE NO. IPC-E-
PROPOSED ORDER
On February 25 , 2003, Idaho Power Company (Idaho Power), an electrical utility
headquartered in Boise, Idaho, providing retail electric service in southern Idaho and eastern Oregon
filed with this Commission its Application pursuant to Chapter 9, Title 61 of the Idaho Code and
Rules 141 through 150 of the Commission s Rules of Procedure, requesting an Order authorizing
Idaho Power to incur up to $250 000 000 aggregate principal amount of short-term borrowings at any
one time outstanding. The Commission hereby adopts it Findings of Fact, Conclusions of Law and
Order approving the Application.
FINDINGS OF FACT
Idaho Power was incorporated on May 6, 1915 and migrated its state of incorporation
to the state ofIdaho on June 30 , 1989 and is duly qualified to do business in the state ofIdaho. Idaho
Power s principal office located in Boise, Idaho.
Idaho Power proposes, subject to the approval of the Commission, to secure
commitments for unsecured Lines of Credit for up to one year with several financial and other
institutions. Each Line of Credit commitment will provide that up to a specific amount at anyone
time outstanding will be available to Idaho Power to draw upon for a fee to be determined either by a
PROPOSED ORDER -
H:\Short- Tenn BoITowing" IPUe Order 2003.doc
percentage of the credit line available, credit line utilization, compensating balance or combination
thereof. In the case of a syndicated facility, Idaho Power will pay an arrangement fee and an annual
fee to the agent as well as a facility fee based on a percentage of each bank's commitment. Idaho
Power may also make arrangements for uncommitted credit facilities under which unsecured Lines
of Credit would be offered to Idaho Power on an "as available" basis and at negotiated interest rates.
Such committed and uncommitted borrowings will be evidenced by unsecured promissory notes or
other evidence of indebtedness.
In addition, unsecured promissory notes will be issued and sold by Idaho Power
directly or through one or more commercial paper dealers or agents. Each note issued as commercial
paper will be either discounted at the rate prevailing at the time of issuance for commercial paper of
comparable quality and maturity or will be interest bearing to be paid at maturity. Each such note
will have a fixed maturity and contain no provision for automatic "roll over
III
The proposed borrowings may be issued by the Idaho Power during the period from
April 1 , 2003 to and including March 31 , 2004. The proposed borrowings will have varying
maturities, but in no event will any borrowing have a final maturity beyond March 31 , 2005.
Idaho Power states the purpose for which the proposed short-term borrowings will be
made and promissory notes, commercial paper or other evidence of indebtedness issued, is to obtain
temporary, interim capital (including renewal of short-term notes or other evidence of indebtedness
issued or outstanding prior to April 1 , 2003), to finance Idaho Power s ongoing construction
program, including, but not limited to, new plant investment, as well as the upgrade of existing
generation, distribution, transmission and general plant, and for general corporate purposes
PROPOSED ORDER - 2
H:lShort-Term BoITowing - IPUC Order 2003.doc
including, but not limited to, the possible purchase of electric utility assets and service territory, the
possible repurchase of common shares of Idaho Power, the retirement of maturing debt and the
possible repurchase or defeasance of certain debt or preferred stock presently outstanding.
CONCLUSIONS OF LAW
Idaho Power is an electrical corporation within the definition of Idaho Code ~ 61-119
and is a public utility within the definition of Idaho Code ~ 61-129.
The Idaho Public Utilities Commission has jurisdiction over this matter pursuant to
the provisions of Idaho Code ~ 61-901 et seq.and the Application reasonably conforms to Rules
141 through 150 ofthe Commission s Rules of Procedures, IDAPA 31.01.01.141-150.
The method of issuance is proper.
The general purposes to which the proceeds will be put are lawful purposes under the
Public Utility Law of the state of Idaho and are compatible with the public interest. However, this
general approval of the general purposes to which the proceeds will be put is neither a finding of fact
nor a conclusion of law that any particular construction program of the Company which may be
benefited by the approval of this Application has been considered or approved by this Order, and this
Order shall not be construed to that effect.
The issuance of an Order authorizing the proposed financing does not constitute
agency determination/approval of the type of financing or the related costs for ratemaking purposes
which determination the Commission expressly reserves until the appropriate proceeding.
All fees have been paid by Idaho Power in accordance with Idaho Code ~ 61-905.
ORDER
IT IS THEREFORE ORDERED that Idaho Power Company be, and the same is
hereby authorized, during the period from April 1, 2003 to and including March 31 , 2004 to make
PROPOSED ORDER - 3
H:\Short- Tenn Borrowing - IPUC Order 2003.doc
short-term borrowings and to issue unsecured notes (including renewal notes), for the purposes
herein set forth, in an amount not to exceed $250 000 000 aggregate principal amount of short-term
promissory notes or other evidence of indebtedness to be outstanding at anyone time, with a final
maturity of no later than March 31 , 2005. Idaho Power is further authorized to the extent permissible
under applicable governmental statutes and regulations to substitute commercial paper borrowings
for the Lines of Credit, or other borrowing arrangements, up to the limit of $250 000 000 aggregate
principal amount at anyone time outstanding as herein set forth. No additional authorization is
required to carry out this transaction and no Supplemental Order will be issued.
IT IS FURTHER ORDERED that Idaho Power file, as soon as available, final
exhibits as set forth in its Application.
IT IS FURTHER ORDERED that the foregoing authorization is without prejudice
the regulatory authority of this Commission with respect to rates, utility capital structure, service
accounts, evaluation, estimates for determination of cost or any other matter which may come before
this Commission pursuant to its jurisdiction and authority as provided by law.
IT IS FURTHER ORDERED that nothing in this Order and no provisions of Title 61
Chapter 9 Idaho Code or any act or deed done or performed in connection therewith shall be
construed to obligate the state of Idaho to payor guarantee in any manner whatsoever any security
authorized, issued, assumed or guaranteed under the provisions of said Title 61 , Chapter 9 Idaho
Code.
DONE BY ORDER of the Idaho Public Utilities Commission at Boise, Idaho this
day of 2003.
PROPOSED ORDER - 4
H:\Short- Term BoITowing - IPUC Order 2003.doc
ATTEST:
Jean D. Jewell
Commission Secretary
PROPOSED ORDER - 5
H:\Short-Tenn Borrowing.. IPUC Order 2003.doc
PAUL KJELLANDER, President
DENNIS HANSEN, Commissioner
MARSHA H. SMITH, Commissioner