20220531Final_Order_No_35420.pdf

ORDER NO. 35420 1

Office of the Secretary
Service Date
May 31, 2022
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION

IN THE MATTER OF IDAHO POWER
COMPANY’S APPLICATION FOR
AUTHORITY TO ISSUE AND SELL UP TO
$1,200,000,000 OF FIRST MORTGAGE
BONDS AND DEBT SECURITIES
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CASE NO. IPC-E-22-14

ORDER NO. 35420

On May 2, 2022, Idaho Power Company (“Company” or “Idaho Power”) 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 requested the authority
be authorized through May 31, 2025.
Commission Staff (“Staff”) recommended that the Commission approve the requested
authority on certain conditions. Having reviewed the record and all submitted materials, we issue
this Order approving the Application as noted below.
THE APPLICATION
The Company is an Idaho-based public utility and electrical corporation. The Company
sought 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 (“Bonds”); and (b) $1,200,000,000 aggregate principal amount of one or more
series of unsecured debt securities (“Debt Securities”). The total outstanding combined principal
amount of the Bonds and Debt Securities would not exceed $1,200,000,000. The Company
requested Commission 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 would issue the Bonds under one or more supplemental indentures to the
Company’s Indenture of Mortgage and Deed of Trust, dated as of October 1, 1937, as
supplemented and amended, and would secure them equally with the Company’s other first
Mortgage Bonds. The Company, its agents, and designated underwriters may sell the Bonds and
Debt Securities by public sale or private placement. The type and terms of issuance would be
determined at the time of issuance. A copy of the shelf registration, any Prospectus, Prospectus
Supplements, Pricing Supplements, statement of net proceeds, and any agent information along
ORDER NO. 35420 2

with all final documents would be filed with the Commission. The Company also requested
continued authority to enter interest rate hedging arrangements with respect to the Bonds and Debt
Securities, including treasury interest rate locks, treasury interest rate caps, treasury interest rate
collars, treasury options, forward starting interest rate swaps, and swaptions.
The Company stated it would apply the net proceeds from selling the Bonds and Debt
Securities 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 selling
the Bonds or Debt Securities were not immediately so used, they would 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 attractive 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 $190,000,000 remaining under the
existing shelf authority. The Company asked that this authority remain in effect 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 and under this Order would not exceed $1,200,000,000 at any time. The Company’s
outstanding First Mortgage Bonds and unsecured senior debt are respectively rated A- and A3 by
Moody’s Investors Service, and A- and BBB by Standard & Poor’s Rating Service.
STAFF REVIEW AND RECOMMENDATION
Staff reviewed the Company’s Application and confirmed that the Company paid the fees
required under Idaho Code § 61-901 et seq. Staff recommended the Commission grant the
Company’s Application. Staff also recommended the Commission continue to require the
Company to file supplemental information if the Bonds and Unsecured Debt ratings fall below
investment grade. Further, Staff recommended the Company continue to file copies of all
documents as described above.
COMMISSION FINDINGS AND DECISION
The Company is an Idaho corporation with its principal office in Boise, Idaho. The
Company is also an electric corporation as defined by Idaho Code § 61-119, and a public utility
ORDER NO. 35420 3

as defined in Idaho Code § 61-129. The Commission has jurisdiction over this matter pursuant to
Title 61 of the Idaho Code, including without limitation Idaho Code §§ 61-501, and 61-901
through 61-909.
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
31.01.01.141-.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. We find it
reasonable to grant the Company’s Application.
Our approval of the issuance is not a finding of fact nor a conclusion of law that the
particular use to which these funds are to be put is approved by this Order. The issuance of an
Order authorizing the proposed issuance does not constitute agency determination or approval of
the type of financing or the related costs for ratemaking purposes. The Commission does not have
before it for determination in this case and therefore does not determine the effect of issuance on
rates to be charged by the Company for service to Idaho consumers.
ORDER
IT IS HEREBY ORDERED that the Company’s Application is granted. The Company 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 (b) $1,200,000,000 aggregate
principal amount of one or more series of the Debt Securities. The total outstanding combined
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 notify the Commission by letter
within seven (7) days (or as soon as possible, if the required information is not available within
seven (7) days) before issuing the Bonds and/or Debt Securities of the likely range of interest rates
and other terms for the securities, unless, in the case of Bonds, the Bonds are issued as medium­
term notes.
IT IS FURTHER ORDERED that the Company must file a copy of the registration
statement with the Commission, as promptly as possible after the Company files the registration
statement with the SEC.
ORDER NO. 35420 4

IT IS FURTHER ORDERED that the Company must file with the Commission, as
promptly as possible after issuing each series of Bonds, a copy of the Prospectus Supplement
showing the terms of the sale, and the names of the purchasers or underwriters or agents. If the
Company issues Bonds designated as medium-term notes, the Company’s reporting requirements
shall consist of filing with the Commission a copy of the Prospectus Supplement for the medium­
term notes as filed with the SEC. The Company shall also file with the Commission a copy of the
Pricing Supplements filed with the SEC, setting forth the specific terms 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 Prospectus Supplement
showing the terms of the sale, and the names of the purchasers, underwriters or agents.
IT IS FURTHER ORDERED that the Company’s existing authority to issue bonds and
debt securities, as specified in Commission Order No. 34302 in Case No. IPC-E-19-09, will extend
for a period of twenty-one (21) days from the service date of this order, at which time the existing
authority under Order 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
Investors Service or BBB- for Standard & Poor’s Ratings Services.
IT IS FURTHER ORDERED that the authorization set forth in this Order is without
prejudice to the Commission’s authority over rates, utility capital structure, service accounts,
valuation, estimates for determination of cost, or any other matter that may come before the
Commission 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 performed in connection with this Order shall be
construed to obligate the State of Idaho to pay or guarantee in any manner whatsoever any security
authorized, issued, assumed, or guaranteed under 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.

ORDER NO. 35420 5

THIS IS A FINAL ORDER. Any person interested in this Order may petition for
reconsideration within 21 days of the service date of this Order. Within seven days after any person
has petitioned for reconsideration, any other person may cross-petition for reconsideration. See
Idaho Code § 61-626.
DONE by Order of the Idaho Public Utilities Commission at Boise, Idaho this 31st day of
May 2022.

ERIC ANDERSON, PRESIDENT

JOHN CHATBURN, COMMISSIONER

JOHN R. HAMMOND JR., COMMISSIONER

ATTEST:

Jan Noriyuki
Commission Secretary

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