20220502Application.pdf

' .r :.', -t ,€i'i 3, 50
I ilrle
An lDlcoEP company
tu*hA E*rlagbn
Cor?or@ SMty
Jan Noriyuki
Conmission Seq€tary
Idaho Public Utilities Conrmission
P.O. Box 83720
Boise,ID 83720-0074
lv[ay2,20Tl
Re: In &e Mattcr of ldaho Power Company's Application
for Authority to Issu€ and Sell rry to $1,200,000,000
of First Mortgage Bmds and Debt Securities
Case No. IP0-E-?Z -fL
DearIt[s. Noriyuki:
Bnclosed hcrewith fs1 filing with the Commission is ldaho Power's application for
authority to issue secrnities as reftr,cnced above. Idaho Power has also encloscd a check for
$1,000 in payrrent of the securitiec application fee to the Commission for this socurities
application.
If you have any questions regarding this application, please contad me at
plwningOn@,idahopotrto.aom sr (208) 3 88-2878.
1
Patrick A.
c: Terri Carlock
flnam)Ot lYt. ll
P.O.tu70 frilsc,IDt3707
Telcplwu (208) 38t-2t7e, Fu Q08) 3884)36
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
rN THE MATTER OF |DAHO POWER )
COMPANY'S APPLICATION FOR )
AUTHORTTY TO ISSUE AND SELL )
uP TO $1,200,000,000 oF FIRST )
MORTGAGE BONDS AND DEBT )
oASE NO. tPC -E - 22 - Jl
APPLICATION
ldaho Power Company (the "Applicant") hereby applies for an Order from
the ldaho Public Utilities Commission (the 'Commission') under Title 61, ldaho Code,
Ghapters 1 and 9, and Chapters 141 through 150 of the Commission's Rules of Practice
and Procedure ('Rules"), for authorfi to issue and sell ftom time to time (a) up to
$1,200,000,000 aggregate principal amount of one or more series of Applicant's first
mortgage bonds, which may be designated as secured medium-term notes (the
"Bonds") and (b) up to $1,200,000,000 aggregate principal amount of one or mote
series of unsecured debt securities of the Applicant (the "Debt Securities'); provided,
that the total principal amount of the Bonds and Debt Securities to be issued and sold
hercunder shal! not exceed $1,200,000,000.
The Bonds and Debt Securities will be issued publicly pursuant to a shelf
registration ('Shelf Registration") with the Securities and Exchange Commission
('SEC') under the Securtties Act of 1933, as amended (Acf), or privately pursuant to
an exemption from registration under the Act, as set brth herein. The Applicant
requests authority to issue the Bonds and Debt Securities through May 31 ,2025, which
would align with the anticipated three-year life of the Shelf Registration.
(00307073.RTF; 1)
APPLICATION - 1
111.01. A general d*crlptton of the Applicant's fleld of opratlons.
The Applicant is an electric public utility, incorporated under the laws of the State
of ldaho, engaged principally in the generation, purchase, transmission, distribution and
sale of electric energy in an approximately 24,000 square-mile area in southem ldaho
and eastem Oregon. The principal executive offces of the Applicant are located a|1221
W. ldaho Street, P.O. Box 70, Boise, ldaho 83707-0070; its telephone number is (208)
388-2200.
,11.02. Atul, descriptlon of the securlfles.
The Bonds will be issued in one or more series pursuant to the lndenture of
Mortgage and Deed of Trust, dated as of October 1, 1937 between the Applicant and
Deutsche Bank Trust Company Americas (brmerly Bankers Trust Company) as trustee
(or any successor trustee), as supplemented and amended, and as to be further
supplemented by one or more supplemental indentures relating to the Bonds (the
'Mortgage"). The Bonds will be secured equally with the other first mortgage bonds of
the Applicant under the Mortgage.
The Debt Securities will be unsecured obllgations of the Applicant and will be
issued under an existing or new unsecured debt indenture of the Applicant.
(a) Anount
The Applicant proposes to issue and sell frcm time to time (a) up to
$1,200,000,000 aggregate principal amount of one or more series of the Bonds and (b)
up to $1,200,000,fi)0 aggregate principal amount of one or more series of the Debt
Securities; provided, that the total principal amount of the Bonds and Debt Securities to
be issued and sold hereunder shall not exceed $1,200,000,000.
{00307078.RTF; 1}
APPLICANON.2
(b) lnterest or Dividend Rafes
The interest nates for the Bonds and/or Debt Securities will be established at the
time of issuanoe based on market conditions. The Applicant may enter into interest rate
hedging arangements with respect to the Bonds and/or Debt Securities, including
treasury interest rate locks, treasury interest rate caps, trcasury interest rate collars,
treasury options, foruvard starting interest rate swaps, and/or swaptions. See subsection
141.Oz(c') below for a description of process of issuing the Bonds and Debt Securities
under a shetf registration.
(c) Date of Issue (or statement that fie securities will be a shelf registation)
Shelf Reoletation: The Applicant will rcgisterthe Bonds and Debt Securities with
the SEC pursuant to Rule 415 ot the Act (the "Shelf Regishation'). The Shelf
Registration will allow the Applicant to issue and sell one or more series of the Bonds
and Debt Securities on a continuous or delayed basis if authorized by the Comrnission
and the other state rcgulatory commissions having jurisdiction over the Applicanfs
securities. This will enable the Applicant to take advantage of attractive market
conditions efiiciently and rapidly. Underthe Shelf Registration, the Applicant will be able
to issue the Bonds and Debt Securities at different times wittrout the necessity of filing a
new registration stiatement.
The Shetf Registration will be filed jointly by the Applicant and IDACORP, lnc.,
the parent company of the Applicant, with the SEC. This joint filing is intended to
minimize the costs to the Applicant of establishing and maintainlng the Shelf
Registration, and of issuing securities under the Shelf Registration, while maximizing
the Applicant's flexibility for issuing the Bonds and Debt Securtties under the Shelf
{0G}07073.RTF; 1}
APPLICATION - 3
Registration. A copy of the Shelf Registration will be filed with the Commission as
Attachment lto this Application.
A form of any new indenture for the Debt Securities will be included as an exhibit
to the Shelf Registration and will be filed with the Commission as stated above. The
Applicant will supplement the indenture in the future to further specifu the terms and
conditions of each series of Debt Securities. Such amendments will be filed with the
SEC and willalso be filed with the Gommission.
Bonds Prospecttus Suoolernent: After the terms and conditions of the issuance
and sale of the Bonds have been determined, Applicant wil! file a Prospectus
Supplement(s) with the SEC if the Bonds are sold publicly, setting forth the series
designation, aggregate principalamount of the issue, purchase price or prices, issuance
date or dates, maturity or maturities, interest rate or rates (which may be fixed or
variable) and/or the method of determination of such rate or rates, time of payment of
interest, whether all or a portion of the Bonds will be discounted, whether all or a portion
of the Bonds will be issued in global form, whether interest rate hedging arxangements
will apply to the Bonds, repayment terms, redemption terms, if any, and any other
special terms of the Bonds, which terms may be different for each issuance of the
Bonds. The Applicant will also file a copy of the Prospectus Supplement with the
Commission.
The Bonds may be designated as securcd mediurn-term notes. The medium-
term notes could have maturities from one year to fofi years. Prior to issuing medium-
term notes publicly, the Applicant willfile a Prospectus Supplement with the SEC setting
forth the general terms and conditions of the medium-term notes to be issued. Upon
(00307073.RTF; 1l
APPLICATION - 4
each issuance of the medium-term notes pursuant to the Prospectus Supplement, the
Applicant will file a Pricing Supplement with the SEC pnoviding a specific description of
the terms and conditlons of each issuance of the medium-term notes, as described
above. Applicant will also file a copy of the Prospectus Supplement and Pricing
Supplements with the Commission.
Debt Seanrities Prosoectus Suoolement: After the terms and conditions of the
issuance and sale of the Debt Securities have been determined, the Applicant will file a
Prospectus Supplement(s) with the SEC if the Debt Securities are sold publicly, sefting
forth the series designation, aggregate principal amount of the issue, purchase price or
prices, issuance date or dates, maturity or maturities, interest rate or rates (which may
be fixed or variable) and/or the method of determination of such rate or rates, time of
payment of interest, whether all or a portion of the Debt Securtties will be discounted or
issued at a prcmium, whether all or a portion of the Debt Securities wlll be issued in
global form, whether the interest rate hedging anrangements will apply to the Debt
Securities, repayment terms, redemption terms, if any, and any other special terms of
the Debt Securities, which terms may be different for each issuance of the Debt
Securities. Applicant will also file a copy of the Prospec'tus Supplement with the
Commission.
(Q Date of Maturtty
See description of Shelf Registration in subsection 141.02(c) above.
(e) Votlng Prlvlleg*
Not Applicable.
{00307073.RIF; 1}
APPLICATION. S
0 Call or rcdemptlon provislons.
See description of Shelf Registration in subsection 141.02(c) above.
(g) SInRlng fund and other prcvisions for securing payment,
See description of Shelf Registration in subsection 141.02(c) above.
11't.03. A Statementof the Prcposed:
(a) ltethod of Markefrng.
The Bonds and Debt Securities may be sold by public sale or private placement,
directly by the Applicant or thrcugh agents designated fiom time to time or through
undennrriters or dealers. lf any agents of the Applicant or any underuyriters arie involved
in the sale of the Bonds or Debt Securities, the names of such agents or undenrrtters,
the initial price to the public, any applicable commissions or discounts and the net
proceeds to the Applicant will be filed with the Commission. lf the Bonds are designated
as medium-term notes and sold to an agent or agents as princlpal, the name of the
agents, the price paid by the agents, any applicable commission or discount paid by the
Applicant to the agents and the net proceeds to the Applicant will be filed with the
Commission.
(b) Terms of SaIe
See subsec{ion 141.03(a) "Method of Marketing'above. Applicanfs outstanding
First Mortgage Bonds are cunently rated A1 by Moody's lnvestors Service and A- by
Standard & Poo/s Ratings Services. lf the Bonds are sold publicly, Applicant cannot
predict whether they will be similarly rated. !f the Bonds are sold privately, it is unlikely
that the Bonds will be rated. Applicant agrees to provide written notice to the
{00307073.RTF; 1}
APPLICATION - 6
Commission under this case if its First Mortgage Bond crcdit ratings fall below Baa3 for
Moody's lnvestors Service or BBB- for Standard & Poo/s Ratings Services.
Applicant's outstanding unsecured senior debt is cunently nated A3 by Moody's
investors Service and BBB by Standard & Poo/s Ratings Services. lf the Debt
Securities are sold publicly, Applicant cannot predict whether they will be similarly rated.
lf the Debt Securtties are sold privately, it is unlikely that the Debt Securities will be
rated.
(c) Underurlting discounts or commlsslons
Agents and underwriters for the Bonds and/or Debt Securities may be entitled
under agreements entered into with the Applicant to indemnification by the Applicant
against certain civil liabilities, including liabilities underthe Act.
Bond @mmissions
The maximum commission to be paid by the Applicant to an agent, or to an agent
as principal, for issuance of the Bonds as medium-term notes in the following maturity
ranges is:
Ranoe of Maturities
From 1 yearto less than 18 months
From 18 months to less than 2 years
From 2 years to less than 3 years
From 3 years to less than 4 years
From 4 years to less than 5 years
From 5 years to less than 7 years
Frcm 7 years to less than 10 years
O0307073.RTF; ll
APPLICATION. T
Commission (Percentage of Aggregate
PrincioalAmount of Notes Soldl
.15oo/o
.2OOo/o
.2500/o
.350%
.45oo/o
.600%
.6250/o
From 10 years to less than 15 years .650%
Frcm 15 years to less than 20 years .7OOo/o
From 20 years to less than 25 years .750Yo
From 25 years to 40 years .875o/o
(d) Sale prlce
A sale price will be set for each issuance of the Bonds and/or Debt Securities.
See description of Shelf Registration in subsection 141.02(c) above.
(e) Net proceeds to the appltcanl lncludlng ltemlzed sfaltements of all f*s
and expenses (estimated if not knwtn) to be paid in connecfron with the
propsed trensaction.
A verified statement showing both in totral amount and per unit the price to the
public, underwriting spread or commisslons, and net proceeds to the Applicant will be
fumished to the Commission as soon as available after each issuance of the Bonds
and/or Debt Securities. Applicant estimates that its expenses ln connection with the
proposed issuance of $1,200,000,000 of Bonds ard/or Debt Securitles, exclusive of
undenrriting spread or commission, will be as follows:
Securities and Exchange Commission Fees
Regulatory Agency Fees
Company's and Undenntritefs Counsel Fees
Accounting Fees
Printing and Engraving Fees
Rating Agency Fees
Trustee Fees
Miscellaneous Costs
TOTAL
$120,000
5,000
1,750,000
140,000
70,000
2,100,000
180,000
48.000
$4491,000
(00307073.RTF; 'l)
APPLICATION - 8
141.04. A Statementof the Purpses:
The net proceeds to be received by the Applicant from the sale of the Bonds
and/or Debt Securities will be used for the acquisition of property; the construction,
completion, extension or improvement of its facilities; the improvement or maintenance
of its service; the discharge or lawful refunding of its obligations; and for general
corporate purposes. To the extent that the proceeds from the sale of the Bonds and
Debt Securities are not immediately so used, they will be temporarily invested in short-
term d iscounted or interest-bearing instruments.
111.05. Sfatement of Explanation:
Applicant believes and alleges the facts set forth herein discbse that the
proposed issuance and sale of Bonds and Debt Securities are for a lawful object within
the corporate purposes of Applicant and compatible with the public interest, are
necessary or appropriate for, or consistent with, the prcper performance by Applicant of
service as a public utility and will not impair its ability to perform that service, and are
reasonably necessary or appropriate br such purposes.
The Applicant cunently has shelf registration authority in place ftom the
Commission under Order No. 34302, dated April 10, 2019, in Case No. IPC-E-19-09
('Existing Orde/). The Gompany is authorized to issue up to $500,000,000 aggregate
principal arnount of bonds and debt securities under the Existing Order, of which
$190,000,000 remains authorized for issuance. The Existing Order authorization runs
through May 31 , 2022, and provides that "The Company may ask the Commission to
extend this authorization by filing a request with the Gommission beforc the authority
expires.'The Applicant is hereby requesting that the Commission's authorization under
{ff1307073.RTF; 1}
APPLICATION - 9
the Existirg Order be extended until twenty-one (21) days following the date of the
Commission's order hereunder (reflec{ing the petition fur reconsideration period for the
Commission's order hercunder under Section 331.01 of the Rules - "Reconsideration
Period'), at which point the Commission's authorization under the Existing Order would
automatically expire if no petitions for reconsideration are received.
Applicant proposes that during the twenty-one (21) day Reconsideration Period,
Applicant would ontinue to have authorization from the Gommission to issue up to
$190,000,000 of bonds and debt securities under the Existing Order, in addition to
Applicant's authorization to issue Bonds and Debt Securities under the Commission's
order hercunder; provided, that Applicant's total issuance authority under the Existing
Order and under the order issued hereunder would not exceed $1,200,000,000 during
the Reconsideration Period.
1 41 .06 Flnanclal Statement
Applicant has filed herewith as Attachment ll its financial stiatements dated as of
December 31, 2021 consisting of its (a) Actual and Pro Forma Balance Sheet, (b)
Statement of Capital Stock and Funded Debt, (c) Commitments and Contingeril
Liabilities, (d) Statement of Retained Eamings and (e) Statement of lncome.
A certlfied copy of the rcsolutions of Applicant's Directors authorizing the
transaction with respect to this Application will be filed with Commission as Attachment
lllto this Application on orabout May 13, 2022.
141.07 Proposed Orde;r
Applicant has filed as Attachment lV a Proposed Order for adoption by the
Commission if this Application is granted.
(00307073.RTF; 1)
APPLICATION - 10
111.08. Sh&meat of Publlc Notlce ol ANtcaffon. Notice of this Appllcation
will be published within seven (7) days of this Application in those newspapers in
genenal circulation in the Applicants service area: the ldaho Business Review (Boise),
the ldaho State Joumal (Pocatello), the ldaho Statesrnan (Boise), and the Times News
(Twin Falls).
PRAYER
WHEREFORE, Applicant rcspectfrllly rcquests that the ldaho Public Utilities
Commission issue its Order hercln authorizing Applicant to issue and sell fur the
purposes herein set brth up to $1,200,000,000 aggrcgate principal amount of one or
more series of itrs Bonds and up to $1,200,000,000 aggregate prirrcipal amount of its
Debt Securities; provlded, that the total principal amount of the Bonds and Debt
Securities to be issued and sold shall not exoeed $1,200,000,000, and the term of the
Commission's authorization shall run through May 3'1, 2025.
DATED at Boise, ldaho this 29h day of April, 2022.
IDAHO POWER COMPANY
By:
Brian R.
Sr. Mce Prasident and Chief
Financialfficer
(m8orcrc.Rf,F;1)
APPLEANON . 11
(coRPffiATE SEAL)
\rloe PraeHer&Counsel
and Corporab Secrery
Heho Potror Compqny
1AnW. Hab Sfrad
P.O. Box 70
Bobo, ldaho 8t1707{Xl7O
OmzOs.mF; l)
APRJCATION - t2
ATTACHMENT I
(Shelf Registration will be filed with the Commission
upon filing with the SEC)
ATT,AGHIilENT ll (a)
(Financial Statements)
IDAHO POWERCOMPANY
CONDENSED UNCONSOLIDATED BALANCE SHEET
AS OF DECEMBER 31,2021
ASSETS
Eledrlc Plant:
ln service (at odginal cost)...............
Aocumulated provision for depreciaton.....
ln service - Net...............
Construction vrork in prc9ress........
Held for future use.................
Eleclric plant - Net......
lnvestments and Other Property:
Nonutility prcperty
lnvestment in subsidlary companies
Actual Adjustments
Aftei
Adjustments
$6,509,315,680 $ S6,509,315,680(2,298,9s0,53s) (2,298,950,535)4,210,#5,145 4,210,365,145670,585,097 670,585,097
1 192 192
3,646,749
27,909,477
il,431,470
3,tr6,749
27,W9,477
54,431,470
Cunent Assets:
Cash and cash equiva|ents..................
Receivables:
Customer.......
Other..............
Note recievable from related parties............
Accrued unbilled rovenues........
Materials and supplles (at average cost)...............
Fuel stock (at average cosQ...............
Prepayments..
Taxes receivable..
Regulatory assets
85,987,636
60,075,308 1,200,000,000 1,260,075,308
Total investments and other property 85,987,696
78,819,273
14,134,339
6,169,t45
74,U2,947
77,551,6!i6
18,U5,117
24,557,592
15,874,756
71,222,595
5,707,&7
78,8',t9,273
14.134,33S
6,169,5,15
74,U2.947
77,551,656
18,045,117
24,557,592
15,874,756
71,222.5%
s,707,807
Total current assets............447,000,935 1,200,000,000 1,647,000,935
Defened Debits:
Company owned ltfe insuranoo...................
Regulatory assets............
Other..............
67,y2,816
1,462,431,310
54,565,030
67,y2,816
1,46,2,431,310
54,565,030
Total defered debits.............1,584,3:19,156 1,584,339,156
Common Sharss
Autlorizod
IDAHO POWER COMPAiIY
CONDENSED UNCONSOLIDATED BAI.ANCE SHEET
AS OF DECEMBER 31,2021
CAPITALIZATION ANO L]ABILITIES
Common Shares
Outstandlno Acrtual Adjustments
After
Adjustrnents
Equity Gapital: 50,000,000 39,150,812
Common stock.............. $
Premium on capital stock..............
Capttal stock expsnse.........
Retained eamings........
LongrTerm Elebt:
First mortgage bonds
Pollution control revenue bonds
Amedcan Falls bond......
Unamortized long-term debt premiums, discounts, and bsuance costs, net................
Notes payable.....
Aocounb payable
Notes and accounts payable to related parties............
lncome tiaxes agued.,..,,...
lntersst accrued
Accrued compensation
Cunent regulatory llabilities.........
Advanes from customerE....................
Defened Credtts:
Regulatory liabilities associated with accumulated deferrcd
investment tax credits
Defened income taxes.
Regulatory liabilitles......-..
Pension and other postrctirement benefits........
Other..............
97,877,030 $
712,257,435
(2,096,925)
1,696,304,271
(40,03e,894)
$ e7,877,030
712,257,495
(2,0s6,925)
1,696,304,271
(40,ffig,894)Accummulated other oomprehensive lncome
Total squity capital............2,&,3/J1,917 2,M,fi1,917
1,800,000,000
170,2160,000
't9,885,000
10,2,J4.9n
1,200,000,000 3,000,000,000
170,/+60,000
'19,885,000
10,21,/',922
Total longrterm debt...............2,000,639,922 1,200,000,m0 3,2W,639,s22
Cunent Liabilities:
Longrterm debt due within one year................
145,871,;68
2,158,569
14,316,528
23,958,528
55,491,240
11,239,201
43,472,y9
19,116,524
1/15,871,468
2,158,569
14,316,528
23,58,528
55,491,20
11,235,201
43,472,y9
19.116,524
Totalcunent liabilities......... 315,624,&7 315,624,407
109,459,666
956,820,1',l6
672,2fi,A29
s21,46,2,@
62,24,@5
109,tt59,666
856,820,116
672,236,029
521/6l,469
62,24r'.,*5
Total dsfen€d credits............ 2,242,222,975 2,r"r,Dr,975
IDAI.IO FOfUER @MPAI{Y
STATEMENT OF AIT'USTING JOI.IR}.IAL ENTRIES
As dDe€mber31,2021
GMng Efroct b the Propmed leeinm of
FirstMorEsge Bonds
Enfvlto.l
$ 1,200,(m,000
.,.!..ra..!...!.ar+t!i ?tprr:a.tr.lt .!&i!rt-..r.Jtiq it:! FJ!.$ 1,2(X1,000,000FlntiloilgruE
To rccord fippropmd laqnncedFhst MortssgB
and tle rcoetildcash.
ATTAGHIilENT [ (b]
( Financial Statements)
STATEMENT OF CAPITAL STOCK AND FUNDED DEBT
IDAHO POWER COMPANY
Elecember 31,2021
The folloring statement as to each class of the capital stock of applicant is as of December 31, 2021, the
date of the balane sheet submitted with this application:
Common Stock
(1) Description - Common Sbck, $2.50 par value; 1 vote per share
(2) Amornt authorized - 50,000,000 shares ($125,000,0fi) par value)
(3) Amornt oubtanding - 39,150,812 shares
(4) Amount held as reacquired securities - None
(5) Amount pledged by apdicant - None
(6) Amount orned by afiiliated corporations - All
(7) Amornt held in anytund - None
Applicants Gommon Stock is held by IDACORP, Inc., the holding cornpany of ldaho Power Company.
IDACORP, lnc.'s Common Stock is registered (Pursuant to Seclion 12(b) of the Securities Exchange Act
of 1934) and is listed on the New York Stock Exchange.
STATEMENT OF CAPITAL STOCK AND FUNDED DEBT (Continued)
IDAHO POWER COMPANY
December 31,2021
The bllovving statement as to funded debt of applicant is as of December 31, N21, the date of the balance
sheet submitted with this application.
First Mortgage Bonds
(1)
Description
FIRST MORTGAGE BONDS:
2.50o/o Serie due2023, dated as of April 8,2013, due April 1,2023
1.90o/o Series due 2030, dated as of June 22,2020, due July 15, 2030
6.00 % Series due 2032, dated as of Nov 15,2OO2, due Nov 15,2032
5.50 0/6 Series due 2033, dated as of May 13, 2003, due Aprll 1, 203:l
5.50 06 Series due 2034, dated as of March 26,2004, due March 15,203/.
5.87501o Series due 2034, dated as of August 16,2004, due August 15,zO34
5.30 % Series due 2035, dated as ofAugust 23,2OO5, due August 15, 2035
6.30 % Series due2037, dated as of June 22,2007, due June 15,2037
6.25 o/o Series due 2037, dated as of October 18, zWT , due October 15, 2037
4.85 olo Serles due 2040, dated as of Aug 30, 2010, due Aug 15, 2040
4.30o/o Series due2042, dated as of April 13,2012, due April '1,2042
4.O0 o/o Series due 2043, dated as of April 8, 2013, due April 1,2043
3.65 o/o Seriee due 2O45, dated as of March 6,2015, due March 1,20/15
4.O5o/o Serles due 2O46, dated as of March 10,2016, due March 1,2046
4.20 olo Series due 2O48, dated as of March 16, 2018, due March 1 , 2048
4.2O Yo Series due 2048, dated as of April 3,2020, due March 1,2048
(3)
Amount
Outstanding
75,000,000
80,000,000
100,000,000
70,000,000
50,000,000
55,000,000
60,0(x),(x)0
140,000,000
100,000,000
100,0(x),000
75,000,000
75,000,000
250,000,000
120,000,000
220,000,000
230,000,000
1,800,000,000
(2) Amolnt authorized - Limited within the maximum of $2,500,000,000 (or such
other maximum amount as may be fixed by supplemental indenture) and by
property, earnings, and other provisions of the Mortgage.
(4) Amount held as reacquired securities - None
(5) Amount pldged - None(6) Amomt owned by afiiliated corporations - None
(7) Amount of sinking or othertunds - None
For a full statement of the terms and provisions relating to the respective Series and amounts of
applicant's outstanding Flrst Mortgage Bonds above refened to, reference is made to the Mortgage and
Deed of Trust dated as of October 1 , 1937 , and First to Forty-ninth Supplemental lndentures thereto, by
ldaho Portrer Company to Deutsche Bank Trust Company Americas (formerly knorn as Bankers Trust
Company), Trustee, presently on file with the Gommlsslon, under which sald bonds were issued.
STATEMENT OF CAPITAL STOCK AND FUNDED DEBT (Continued)
IDAHO POWER COMPANY
December 31,2021
Pollution Control Revenue Bonds
(A) Variable Rate Series 20OO due2027:
(1) DescripUon - Pollution Control Revenue Bonds, Variable Rate Series due 2027, Port
of Morrovu, Oregon, dated as of May 17,2000, due February 1,2027
(2) Amount authorized - $4,360,000
(3) Amount outstanding - $4,360,000
(4) Amount held as reacquired securities - None
(5) Amount pledged - None
(6) Amount oruned by affrliated corporations - None
(7) Amount in sinking or otherfunds - None
(B) 1.45% Series 2003due2024:
(1) Description - Pollution Contol Revenue Refunding Bonds, 1.45o/o Series 2003 due
2024, County of Humboldt, Nevada, dated as of August 21 , 2o19 due December 1 ,
2024 (secured by First Mortgage Bonds)
(2) Amount authorized - $49,800,000
(3) Amount outstanding - $49,800,000(4) Amount held as reacquired securities - None
(5) Amount pledged - None
(6) Amount orned by ffiliated corporations - None
(7) Amount in sinking or otherfunds - None
(C) 1.70o/o Series 2006 due 2026:
(1) Description - Pollution Con0ol Revenue Bonds, 1.7O% Series 2006 due 2026, County
of Sweetwater, lAfroming, dated as of August 21 , 2019, due July 15, 2A26
(2) Amornt authorized - $116,300,000
(3) Amount outstanding - $116,300,000
(4) Amount held as reacquired securities - None
(5) Amount pledged - None
(6) Amount orned by afiiliated corporations - None
(7) Amount in sinking or other funds - None
For a full stiatement of the terms and provisions relating to the outstanding Pollutlon Control Revenue
Bonds above referred to, reference is made to (A) coples of Trust lndenture by Port of Morrow, Orcgon,
to the Bank One Trust Company, N. A., Trustee, and Loan Agreement befuveen Port of Monow, Oregon
and ldaho Power Company, both dated May 17,2000, under which the Variable Rate Series 2000 bonds
were issued, (B) Conformed Trust lndenture between Humboldt County, Nevada and Union Bank NA.,
Trustee dated October 1, 2003, as amended and supplemented by a First Supplemental Trust lndenture,
dated August 20, 2009, and Loan Agreement between ldaho Poner Company and Humboldt County,
Nevada dated Oc'tober 1, 2003, under which the 1.45% Series 2003 bonds were reorffiered, and (C)
Conformed Trust lndenfure between Sweetwater County, Wyoming, and Union Bank, N.A., Trustee, as
amended and supplemented by a First Supplementa! Trust Indenfure dated August 20,2009, and Loan
Agreements betuveen ldaho Pourer Company and Sweetwater County, hlyoming, dated October 1, 2006,
under which the 't.707o Series 2006 bonds vvere reoffered.
ATTAGHMEHT ll (e)
(Financial Statements)
CONTINGENT LIABILITI ES
IDAHO POWER COMPANY
December 31,2021
GUARANTEES
ldaho Power guarantees its portion of reclamation activities and obligations at BCC, of which
IERCo owns a one-third interest. This guarantee, which is renewed annually with the WDEQ, was
$51.6 million at December 31, 2021, representing IERCo's one-third share of BCC's total
reclamation obligation of $154.7 million. BCC has a reclamation trust fund set aside specifically for
the purpose of paying these reclamation costs. At December 31,2021, the value of the reclamation
trustfund was $211.2 million. During 2021, the reclamation trustfund made $21.1 million of
distributions for reclamation activity costs associated with the BCC surface mine. BCC periodically
assesses the adequacy of the reclamation tust fund and its estimate of future reclamation costs.
To ensure that the reclamation trust fund maintains adequate reserves, BCC has the ability to, and
does, add a per-ton surcharge to coal sales, all of which are made to the Jim Bridger plant.
Because of the existence of the fund and the ability to apply a per-ton surcharge, the estimated fair
value of this guarantee is minimal.
ldaho Power enters into financial agreements and power purchase and sale agreements that
include indemnification provisions relating to various forms of claims or liabilities that may arise
from the transactions contemplated by these agreements. Generally, a maximum obligation is not
explicitly stated in the indemnification provisions and, therefore, the overall maximum amount of the
obligation under such indemnification provisions cannot be reasonably estimated. ldaho Power
periodically evaluates the likelihood of incuning oosts under such indemnities based on their
historical experience and the evaluation of the specific indemnities. As of December 31,2021,
management believes the likelihood is remote that ldaho Power would be required to perform
under such indemnification prcvisions or otheruvise incur any significant losses with respect to such
indemnification obligations. ldaho Power has not recorded any liability on its consolidated balance
sheet with respect to these indemnification obligations.
CONTINGENCIES
ldaho Power has in the past and expects in the future to become involved in various claims,
controversies, disputes, and other contingent matters, some of which involve litigation and
regulatory or other contested proceedings. The ultimate resolution and outcome of litigation and
regulatory proceedings is inherently difficult to determine, particularly where (a) the remedies or
penalties sought are indeterminate, (b) the proceedings are in the early stages or the substantive
issues have not been well developed, or (c) the matters involve complex or novel legal theories or a
large number of parties. In accordance with applicable accounting guidance, ldaho Power
establishes an accrualfor legal proceedings when those matters proceed to a stage where they
present loss contingencies that are both probable and reasonably estimable. lf the loss contingency
at issue is not both probable and reasonably estimable, ldaho Power does not establish an accrual
and the matter will continue to be monitored for any developments that would make the loss
contingency both probable and reasonably estimable. As of the date of this report, ldaho Powe/s
accruals for loss contingencies are not materialto its financia! statements as a whole; however,
future accruals could be material in a given period. ldaho Powe/s determination is based on
cunently available lnformation, and estimates presented in financia! statements and other financial
disclosures involve significant judgment and may be subject to significant uncertainty. For matters
that affect ldaho Powe/s operations, ldaho Power intends to seek, to the extent permissible and
appropriate, re@very through the ratemaking process of costs incuned, although there is no
assurance that such recovery would be granted.
CONTINGENT LIABILITIES (continued)
IDAHO POWER COMPANY
December 31,2021
ldaho Power is party to legal claims and legal, tiax, and regulatory actions and proceedings in the
ordinary oourse of business and, as noted above, records an accrualfor associated loss
contingencies when they are probable and reasonably estimable. !n connection with its utility
operations, ldaho Power is subject to claims by individuals, entities, and govemmental agencies for
damages for alleged personal injury, property damage, and emnomic losses, relating to the
company's provision of electric service and the operation of its generation, transmission, and
distribution facilities. Some of those claims relate to electricalcontacts, servie quality, property
damage, and wildfires. ln recent years, utilities in the westem United States have been subject to
significant liability for personal injury, loss of life, property damage, trespass, and economic losses,
and in sone cases, punitive damages and criminal charges, associated with wildftres that
originated from utility property, most commonly hansmission and distribution lines. ldaho Power
has also regularly received claims by governmental agencies and private landowners for damages
for fires altegedly originating from ldaho Powe/s tnansmission and distribution system. As of the
date of this report, ldaho Power believes that resolution of existing claims will not have a material
adverse effect on ib consolidated financial statements.
ldaho Power is also ac'tively monitoring various pending environmental regulations and executive
orders related to environmentral mafters that may have a significant impact on its future operations
Given uncertainties regarding the outcome, timing, and compliance plans for these environmental
matters, ldaho Power is unable to estimate the financial impact of these regulations.
GH,M,ENT Il (d)
(Financial Statements)
IDAHO POWER COMPANY
Condensed Stratement of Unconsolidated Retained Earnings
and
Undistributed Subsidiary Eamings
Forthe Twelve Months Erded December 31,2021
Retained Earnings
Retained eamings (at fte beglnning of peril$) ...........i............. $
Balance hansfened fuom income
Dividends received fiom subsidiary...............
Total.....-.....
Divklends:
Common Stock.........
1,567,699,558
2U,233,952
15,000,000
1,816,933,510
1,[6,075.623
146,075,623
$1 ,887
31,455,037
8,991,347
(15,000,000)
$25,446,394
$
ATTAGHMENT ll (e}
( Financial Statements)
IDAHO POWERCOMPANY
CONDENSED UNCONSOLIDATED STATEMENT OF ]NCOME
For the Twelve Months Ended December 31,2021
Operating Revenues
Operating Expenses:
Purchased
Fuel expense
Poryer cost adjustment.
Other operation and maintenance expense......
Energy efficiency progra m s..
Depreciation expense......
Amortization of lim ited-term electic p|ant............
Taxes other than income taxes...............
lncome tiaxes - Federal
lncome taxes - Other...........
Provision for deferred income taxes.
Provision for deferred income taxes - Credit...
lnvestment tax credit adjustment..
Other lncome and Deductions:............
Allowance for equity funds used during consfuction.
Eamings of unconsolidated equity method investments.
lncome taxes - Other income and deductions..............
Other - Net......
Net other income and deductions....
lncome Before lnterest Charges.
lnterest Gharges:.....
lnterest on first mortgage bonds..........
lnterest on other longrterm debt.............
lnterest on short-term debt...
Amortization of debt premium, discount and expense, net.
Other interest exp€nse......
Totial interest charges.
Allowance for bonowed funds used during construction - Credit.
Net interest charges.
Actual
$ 1,4s5,410,368
393,690,865
180,549,799
(49,943,664)
367,662,483
29,920,449
166,605,413
8,949,333
fi,947,260
35,047,688
13,298,956
22,846,006
(44,552,318)
't1.832.897
Total operating expenses..................1,166,955,156
Operating lncome........28€.,455,212
31,537,U4
8,991,347
1,429,63
(524,401)
41,433,753
329,989,965
81,436,250
2,708,690
834,331
3,169,995
10,507,040
98,656,296
11,992,630
86,663,666
Net lncome i 243,225,299
ATTi AGHttilrEriNT lll
(Board Resolutions to be filed with the Commission
on or about May 13,2022)
ATTAGHIIilENT IV
(Proposed Order)
BEFORE THE IDAHO PTIBLIC UTILITIES COMMISSION
rN THE MATTEROF rDAHO POWER )
COMPANY'S APPLICATION T'OR
AUTIIORITY TO ISSTJE AI{D SELL
uP TO $1,200,000,000 oF FIRST
MORTGAGE BONDS AI\D DEBT
SECURITIES
CASE NO.IPC-8.22-
PROPOSED ORDER
On April .2022,Idaho Power Company applied to the Commission for an Order
authorizing the Company to issue and sell bonds and debt securities with a total combined principal
amount of up to $1,200,000,000. The Company requests the authority be authorized through May
31,2025.
After the Company filed its Application, Commission Staff recommended that the
Commission approve the requested authority on certain conditions. Based on our review of the
record, we issue this Order approving the Application as noted below.
THE APPLICATION
The Company is an ldaho-based public utility and electrical corporation that is qualified to
do business in Oregon, Nwada Montana and Wyoming. With this Application, the Company
seeks authority to issue and sell, from time to time, up to: (a) $1,200,000,000 aggregate principal
amount of one or more series of first Mortgage Bonds, which may be designated as secured
medium-term notes (the "Bonds'); and (b) $1,200,000,000 aggregate principal amount of one or
more series of unsecured debt securities (the "Debt Securities"). The total outstanding combined
principal amorurt of the Bonds and Debt Securities shall not exced $1200,000,(X)0. The Company
asks the Commission for authority to issue and sell the Bonds and Debt Securities through May
31, 2025, to align with the anticipated three-year life of its shelf registration at the Securities
Exchange Commission (SEC).
The Company will issue the Bonds under one or more supplemeirtal indentures to the
Company's Inde,nture of Mortgage and Deed of Trust, dated as of October 1, 1937, as
supple,mented and amended, and will seque thern equally with the Company's other first Mortgage
Bonds. The Company, its agents, and designated rmderu.riters may sell the Bonds and Debt
Securities by public sale or pnvate placement. The tlpe and terrrs of iszuance will be determined
at the time of issuance. A copy of the shelf registratioq any Prospectus, Prospectus Supplements,
)
)
)
)
)
)
{ffi307691.Doo(;1}
Pricing Supplements, stateme,nt of net proceeds, and any agent information along with all final
documents will be fild with the Commission. The Company also requests continued authority to
enter interest rate hedging arrangemeuts with respect to the Bonds and Debt Securities, including
teasury interest rate locks, treasury interest rate caps, treasury interest rate collars, treastrry
options, for, rard starting interest rate swaps, and swaptions.
The Company states it will apply the net proceeds from selling the Bonds and Debt
Secdrities for the acquisition of properly; the conshrction, completiorq extension or improvement
of its facilities; the improve,ment or mainte,nance of its senrice; the discharge or lawful refunding
of its obligations; and for general corporate purposes. To the extent that the proceeds from selling
the Bonds or Debt Securities are not immediately so used, they will be temporarily invested in
short-term discounted or interest-bearing instruments.
A shelf registration at the SEC allows a company to issue debt in one or more series and to
take advantage of athactive market conditions efficiently and rapidly. This allows issuances to be
made at lower cost and still facilitate ongoing review. The Company's current shelf registration
authority, approved by Commission Order No. 34302, dated April 10, 2019 in Case No. IPC-E-
19-09, extends until May 31,2022. The Company currently has $190,fi)0,000 remaining under
the existing shelf authority. The Company asks that this authority remain in effest for 21 days
following the date of the Commission's Order, when it would automatically expire if no petitions
for reconsideration are received; provided, that the Company's total issuance authority under Order
No. 34302 aod rmds this Order would not exceed S1,200,000,000 at any time. The Company's
outstanding First Mortgage Bonds and unsec'ured senior debt are respectively rated Al and A3 by
Moody's lnvestors Service, and A- and BBB by Standard & Poor's Rating Senrice.
STAIT' REVIEW AITTD RECOMMENDATION
Staff recomme,nded the Commission grant the Company's Application. Staff stated
allowing the Company to iszue and sell the Bonds and Debt Sectrities through May 3 L,2025,will
align with the Company's issuance authority with the expected three-year life of the Shclf
Registration at the SEC. This, in turn, will enable the Company to take advantage of attractive
market conditions efficiently and rapidly.
Staff also recommended the Commission continue to require the Company to file
supplerneirtal information if the Bonds and Unsecured Debt ratings fall below inveshent grade,
since the Company is requesting a three-year authority.
{0030759LDoo(;1}
2
[,astly, Staff recommended the Company continue to file copies of all docume,nts as
dessribed above. The Company should notiS the Commission, by letter, se\ren da5rs, or as soon as
possible, before issuing the Bonds and/or Debt Secnrities of the likely range of interest rates aod
other terms for the securities, unless, in the case of Bonds, the Bonds are iszued as medium-tcrm
notes.
FINDINGS AND DISCUSSION
The Company is an Idaho corporation with its principal office in Boise, Idaho. The
Company is also an electric corporation as defined by Idatro Code $ 6[-1 19, and a public utility
as defined in Idaho Codc $ 6 l-129. The Commission has jrrrisdiction ov€r this matter pursuant to
Tifle 61 of the Idaho Code, including without limitation Idaho Code $ 6l-501, and 61-901 through
6l-909.
Based on our review of the record, we find that the Company's Application reasonably
conforms to Rules 141 through 150 of the Commission's Rules of Procedure (IDAPA
3l.01.0L141-.150), and that the Company has paid all fees required by Idaho Code $ 61-905.
We also find that the Company proposes to issue securities for lawful purposes under Idaho
Code $ 61-901, that the proposed issuance is within the Company's corporate powers and in the
public interest, and that a formal hearing on this matter is not required. We find it reasonable to
grant the Company's Application, which will enable the Company to take advantage of favorable
market conditions and quickly and efficiently issue the securities at lower costs while allowing for
ongoing Commission review.
As always, our approval of the issuance is not a finding of fact or a conclusion of law that
the particular use to which these fimds are to be put is approved by this Order. The issuance of an
Order authorizing the proposed issumce does not constitute agency determination or approval of
the type of financing or the related costs for rate,making purposes. The Commission does not have
before it for determination in this case and therefore does not detennine the effect of issuance on
rates to be charged by the Company for senrice to Idaho consumers.
ORDER
IT IS HEREBY ORDERED that the Company's Application is granted- The C.ompany is
authorized to issue and sell, from time to time through May 31, 2025, up to: (a) $1,200,000,000
aggregate principal amount of one or more series of the Bonds; and O) $1,200,000,000 aggregate
principal amount of one or more serie,s of the Debt Securities. The total outstanding combined
{0G07691.DOo(;1}
3
principal amount of the Bonds and Debt Securities shall not exceed $1,200,000,000. The Company
may ask the Commission to extend this authorization by filing a letter with the Commission before
the authority expires.
IT IS FURTHER ORDERED that the Company must notifr the Commission by letter
within seven (7) days (or as soon as possiblg if the required information is not available within
seven (7) days) before iszuing the Bonds and/or Debt Securities of the likely range of interest rates
and other tefins for the securities, unless, in the case of Bonds, the Bonds are issued as medium-
term notes.
IT IS FURTHER ORDERJD that Company must file a copy of the registation staternent
with the Commissiorl as prompfly as possible after the Company files the registration state,ment
withthe SEC.
IT IS FLJRTHER ORDERED that the Company must file with the Commission, as
promptly as possible after issuing each series of Bonds, a copy of the Prospecfus Supplernent
showing the terms of the salg and the names of the purchasers or underqrriters or agents. If the
Company issues Bonds designated as medium-term notes, the Company's reporting requirernents
shall consist of filing with the Commission a copy of the Prospectus Supplement for the medium-
tenn notes as filed with the SEC. The Company shall also file with the Commission a copy of the
Pricing Supplerreirts filed with the SEC, setting forttr the specific terrrs and conditions for each
issuance of the medium-term notes.
IT IS FURTHER ORDERED that the Company must file with the Commission, as
promptly as possible after issuing each series of Debt Securities, a copy of the Prospectrs
Supplement showing the tenns of the salg and the names of the purchasers or wrderwriters or
agents.
IT IS FURTHER ORDERED that the Company's' existing authority to issue bonds and
debt securities, as specified in Commission OrderNo. 34302 in Case No. IPC-E-19-09, will extelrd
for a period oftwenty-one (21) days from the service date ofthis order, at which time the existing
authority under Orrder No. 34302 will automatically expire if no petition(s) for reconsideration
have been filed in this case.
IT IS FURTHER ORDERED that the Company will provide written notice to the
Commission in this case if its First Mortgage Bond credit ratings fall below Baa3 for Moody's
lnvestors Service or BBB- for Standard & Poor's Ratings Services.
{@307591.oOo0 1}
4
IT IS FURTHER ORDERED that the authorization set forth in this Order is without
prejudice to the Commission's authority ov€r rates, utilrty capital stnrcture, sernice accounts,
valuatiorU estimates for determination of cost, or any other matter that may come before the
Comnission under its jurisdiction and authority as provided by law.
IT IS FURTHER ORDERED that nothing in this Order and no provisions of Chapter 9,
Title 61, Idaho Code, or any act or deed done or perforured in connection with this Order shall be
constnred to obligate the State of Idatro to pay or guarantee in any manner whatsoever any security
authorizd issued, aszumed, or guaranteed rmder the provisions of Chapter 9, Title 61 Idaho Code.
IT IS FURTHER ORDERED that issuance of this Order does not constitute acceptance of
the Company's exhibits or other material accompanying the Application for any purpose other
than the issuance of this Order.
THIS IS A FINAL ORDER. Any person interested in this Order (or in issues finally
decided by this Order) or in interlocutory Orders previously issued in this case may petition for
reconsideration within twenty-one (21) days of the service date of this Order with regard to any
matter decided in this Order or in interlocutory Orders previously issued in this case. Within sev€,n
(7) days after any pennn has petitioned for reconsideration, any other person may cross petition
forreconsideration. See Idaho Code $ 61.-626.
DONE by Order of the Idaho Public Utilities Commission at Boise, Idaho this _ day of
2022.
ERIC ANDERSON, PRESIDENT
JOHN CHATBURN, COMMIS SIONER
JOHN R. HAMMOND, JR., COMMISSIONER
ATTEST:
Jan Noriyrki
Cornmission Secrretary
5
{@3C7691.Doo(; 1}