20240118Application.pdf

..wft. IDAHO
Olh.M POWER
An IDAC0RP Company
IDAHO POWER COMPANY
P.O BOX 70
BOISE, IDAHO 83707
Monica Barrios-Sanchez
Interim Commission Secretary
Idaho Public Utilities Commission
11331 W. Chinden Blvd.
Building 8, Suite 201-A
Boise, ID 83714
PATRICK A. HARRINGTON
Corporate Secretary
January 18, 2024
Re: 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
Case No. IPC-E-24-
Dear Ms. Barrios-Sanchez:
Attached for electronic filing with the Idaho Public Utilities Commission is Idaho Power
Company's above referenced Application for authority to issue up to $1,200,000,000 of First
Mortgage Bonds and Debt Securities, including a Proposed Order for the Commission's
consideration. Idaho Power will send the $1,000 securities application fee for this Application by
separate letter.
Please contact me at [phone] or [e-mail] if you have any
questions regarding this filing.
Sincerely,
Patrick A. Harri
c: Terri Carlock
Utilities Division Administrator
(00340417.DOC; 11 P.O. Box 70 Boise, ID 83707
Telephone [phone], Fax [phone]
[e-mail]
05
RECEIVED
Thursday, January 18, 2024 4:27PM
IDAHO PUBLIC
UTILITIES COMMISSION
CASE NO. IPC-E-24-05
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
CASE NO. IPC-E-24-
APPLICATION
Idaho Power Company (the "Applicant") hereby applies for an Order from the
Idaho Public Utilities Commission (the "Commission") under Title 61, Idaho Code,
Chapters 1 and 9, and Chapters 141 through 150 of the Commission's Rules of Practice
and Procedure ("Rules"), for authority to issue and sell from 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 more
series of unsecured debt securities of Applicant (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.
Applicant's current Commission authorization to issue Bonds and Debt Securities
is set forth in the Commission's Order No. 35420, dated May 31, 2022, in IPC-E-22-14
("Existing Order"). The Existing Order authorizes Applicant to issue up to
$1,200,000,000 aggregate principal amount of the combined Bonds and Debt
Securities. To date, Applicant has issued $920,000,000 aggregate principal amount of
Bonds under the Existing Order, leaving $280,000,000 aggregate principal amount of
Bonds and Debt Securities available to be issued under the Existing Order. Applicant's
{00339655.RTF; 1}
APPLICATION - 1
request in this Application for authorization to issue up to $1,200,000,000 aggregate
principal amount of Bonds and Debt Securities will allow Applicant to reset its financing
capacity to issue Bonds and Debt Securities for Applicant's ongoing operations (see
Subsection 141.04 below: "Statement of Purposes"). Upon the issuance of the
Commission's order in this case (the "New Order"), Applicant's authorization to issue
new Bonds and Debt Securities under both the New Order and the Existing Order would
not at any time exceed $1,200,000,000 aggregate principal amount (see Subsection
141.05 below: "Statement of Explanation").
141.01. A general description of Applicant's field of operations.
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 24,000 square-mile area in southern Idaho
and eastern Oregon. The principal executive offices of Applicant are located at 1221 W.
Idaho Street, P.O. Box 70, Boise, Idaho 83707-0070; its telephone number is (208) 388-
2200
141.02. A full description of the securities.
The Bonds will be issued in one or more series pursuant to the Indenture of
Mortgage and Deed of Trust, dated as of October 1, 1937 between Applicant and
Deutsche Bank Trust Company Americas (formerly 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
Applicant under the Mortgage.
{00339655.RTF; 1}
APPLICATION - 2
The Debt Securities will be unsecured obligations of Applicant and will be issued
under an existing or new unsecured debt indenture of Applicant.
(a) Amount
Applicant proposes to issue and sell from 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
$1,200,000,000 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.
(b) Interest or Dividend Rates
The interest rates for the Bonds and/or Debt Securities will be established at the
time of issuance based on market conditions. Applicant may enter into interest rate
hedging arrangements with respect to the Bonds and/or Debt Securities, including
treasury interest rate locks, treasury interest rate caps, treasury interest rate collars,
treasury options, forward starting interest rate swaps, and/or swaptions. See subsection
141.02(c) below for a description of the flexible process of issuing the Bonds and Debt
Securities under a shelf registration.
(c) Date of issue (or statement that the securities will be a shelf registration)
Shelf Registration:
The Bonds and Debt Securities will be issued publicly pursuant to a shelf
registration filed with the Securities and Exchange Commission ("SEC") under the
Securities Act of 1933, as amended ("Act"), or privately pursuant to an exemption from
registration under the Act, as set forth herein. Applicant has a shelf registration currently
in place with the SEC for the issuance of Applicant's Bonds and Debt Securities,
{00339655.RTF; 1}
APPLICATION - 3
pursuant to Rule 415 of the Act (Registration Statement Form S-3 effective May 16,
2022 - SEC File No. 333-264984) (the "Shelf Registration"). The Shelf Registration
allows Applicant to issue and sell one or more series of the Bonds and Debt Securities
on a continuous or delayed basis (as authorized by the Commission and the other state
regulatory commissions having jurisdiction over Applicant's securities). This enables
Applicant to take advantage of attractive market conditions efficiently and rapidly. Under
the Shelf Registration, Applicant is able to issue the Bonds and Debt Securities at
different times without the necessity of filing a new registration statement.
The Shelf Registration was filed jointly by Applicant and IDACORP, Inc., the
parent company of Applicant, with the SEC. This joint filing is intended to minimize the
costs to Applicant of establishing and maintaining the Shelf Registration, and of issuing
securities under the Shelf Registration, while maximizing Applicant's flexibility to issue
the Bonds and Debt Securities under the Shelf Registration. Applicant's current Shelf
Registration is scheduled to expire in May 2025, and Applicant plans to establish a new
Shelf Registration prior to such expiration, which will allow Applicant to continue to issue
the Bonds and Debt Securities under the new Shelf Registration. Applicant will file a
copy of any new Registration Statement for the Bonds and Debt Securities with the
Commission as an informational filing in this case.
Bonds Prospectus Supplement:
Applicant plans to file a new prospectus supplement for the Bonds with the SEC
under Applicant's current Shelf Registration. The Prospectus Supplement will set forth
the general terms and conditions for the issuance and sale of the Bonds, including the
series designation, aggregate principal amount of the issue, purchase price or prices,
{00339655.RTF; 1}
APPLICATION - 4
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 arrangements
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. Applicant will file a copy of any new Prospectus Supplement for the Bonds with
the Commission as an informational filing in this case.
Bonds Pricing Supplement:
The Bonds may be designated as secured medium-term notes. The medium-
term notes could have maturities from one year to forty years. Prior to issuing medium-
term notes publicly, Applicant will file a Prospectus Supplement with the SEC as
described above, setting forth the general terms and conditions of the medium-term
notes to be issued. Upon each issuance of the medium-term notes pursuant to the
Prospectus Supplement, Applicant will file a Pricing Supplement with the SEC providing
a specific description of the terms and conditions of each issuance of the medium-term
notes. Applicant will also file a copy of the Pricing Supplement(s) with the Commission
at that time as an informational filing in this case.
Debt Securities Prospectus Supplement: After the terms and conditions of the
issuance and sale of the Debt Securities have been determined, Applicant will file a
Prospectus Supplement with the SEC if the Debt Securities are sold publicly, setting
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
{00339655.RTF; 1)
APPLICATION - 5
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 Securities will be discounted or
issued at a premium, whether all or a portion of the Debt Securities will be issued in
global form, whether the interest rate hedging arrangements 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.
Period of Issuance:
Applicant requests authority from the Commission to issue the Bonds and Debt
Securities through December 31, 2026, consistent with the three-year authority granted
by the Commission in its previous two orders approving Applicant's issuance of Bonds
and Debt Securities (the Existing Order and Order No. 34302, dated April 10, 2019, in
IPC-E-19-09).
(d) Date of Maturity
See Shelf Registration description in subsection 141.02(c) above.
(e) Voting Privileges
Not Applicable.
(0 Call or redemption provisions.
See Shelf Registration description in subsection 141.02(c) above.
(g) Sinking fund and other provisions for securing payment.
See Shelf Registration description in subsection 141.02(c) above.
141.03. A Statement of the Proposed:
(a) Method of Marketing.
{00339655.RTF; 1)
APPLICATION - 6
The Bonds and Debt Securities may be sold by public sale or private placement,
directly by Applicant or through agents designated from time to time or through
underwriters or dealers. If any agents of Applicant or any underwriters are involved in
the sale of the Bonds or Debt Securities, the names of such agents or underwriters, the
initial price to the public, any applicable commissions or discounts and the net proceeds
to Applicant will be filed with the Commission. If the Bonds are designated as medium-
term notes and sold to an agent or agents as principal, the name of the agents, the
price paid by the agents, any applicable commission or discount paid by Applicant to the
agents and the net proceeds to Applicant will be filed with the Commission.
(b) Terms of Sale
See subsection 141.03(a) "Method of Marketing" above. Applicant's outstanding
First Mortgage Bonds are currently rated A2 by Moody's Investors Service and A- by
Standard & Poor's Ratings Services. If the Bonds are sold publicly, Applicant cannot
predict whether they will be similarly rated. If the Bonds are sold privately, it is unlikely
that the Bonds will be rated. Applicant agrees to provide written notice to the
Commission under 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.
Applicant's outstanding unsecured senior debt is currently rated Baal by
Moody's investors Service and BBB by Standard & Poor's Ratings Services. If the Debt
Securities are sold publicly, Applicant cannot predict whether they will be similarly rated.
If the Debt Securities are sold privately, it is unlikely that the Debt Securities will be
rated.
{00339655.RTF; 1}
APPLICATION - 7
(c) Underwriting discounts or commissions
Agents and underwriters for the Bonds and/or Debt Securities may be entitled
under agreements entered into with Applicant to indemnification by Applicant against
certain civil liabilities, including liabilities under the Act.
Bond Commissions
The maximum commission to be paid by 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:
Range of Maturities Commission (Percentage of Aggregate
Principal Amount of Notes Sold)
From 1 year to less than 18 months .150%
From 18 months to less than 2 years .200%
From 2 years to less than 3 years .250%
From 3 years to less than 4 years .350%
From 4 years to less than 5 years .450%
From 5 years to less than 7 years .600%
From 7 years to less than 10 years .625%
From 10 years to less than 15 years .650%
From 15 years to less than 20 years .700%
From 20 years to less than 25 years .750%
From 25 years to 40 years .875%
(d) Sale price
A sale price will be set for each issuance of the Bonds and/or Debt Securities.
See description of Shelf Registration Pricing Supplement in subsection 141.02(c)
above.
{00339655.RTF; 1}
APPLICATION - 8
(e) Net proceeds to Applicant, including itemized statements of all fees and
expenses (estimated if not known) to be paid in connection with the proposed
transaction.
A verified statement showing both in total amount and per unit the price to the
public, underwriting spread or commissions, and net proceeds to Applicant will be
furnished to the Commission as soon as available after each issuance of the Bonds
and/or Debt Securities. Applicant estimates that its expenses in connection with the
proposed issuance of $1,200,000,000 of Bonds and/or Debt Securities, exclusive of
underwriting spread or commission, will be as follows:
Securities and Exchange Commission Fees $177,000
Regulatory Agency Fees 5,000
Company's and Underwriter's Counsel Fees 1,750,000
Accounting Fees 170,000
Printing and Engraving Fees 70,000
Rating Agency Fees 2,100,000
Trustee Fees 180,000
Miscellaneous Costs 48.000
TOTAL $4,500,000
141.04. A Statement of the Purposes:
The net proceeds to be received by 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
{00339655.RTF; 1}
APPLICATION - 9
Securities are not immediately so used, they will be temporarily invested in short-term
discounted or interest-bearing instruments.
141.05. Statement of Explanation:
Applicant believes and alleges the facts set forth herein disclose 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 proper 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 for such purposes.
Termination of Existing Order Authorization:
As noted above, Applicant has $280,000,000 of issuance authority remaining
under the Existing Order. Applicant requests that the Commission's authorization under
the Existing Order remain in effect until twenty-one (21) days following the date of the
Commission's order hereunder (reflecting the petition for reconsideration period for the
Commission's order hereunder under Section 331.01 of the Rules — "Reconsideration
Period"), at which point the Commission's authorization under the Existing Order would
automatically terminate if no petitions for reconsideration are received.
Applicant requests that during the Reconsideration Period, Applicant would
continue to have authorization from the Commission to issue up to $280,000,000 of
Bonds and Debt Securities under the Existing Order, in addition to Applicant's
authorization to issue $1,200,000,000 of Bonds and Debt Securities under the
Commission's order hereunder ("New Order"); provided, that Applicant's total issuance
{00339655.RTF; 1}
APPLICATION - 10
authority under the Existing Order and New Order would not exceed $1,200,000,000
during the Reconsideration Period.
141.06 Financial Statement
Applicant has filed herewith as Attachment II its financial statements dated as of
September 30, 2023, consisting of its (a) Actual and Pro Forma Balance Sheet, (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 will be filed with Commission as Attachment
III to this Application on or about February 8, 2024.
141.07 Proposed Order
Applicant has filed as Attachment IV a Proposed Order for adoption by the
Commission if this Application is granted.
141.08. Statement of Public Notice of Application. Notice of this Application
will be published within seven (7) days of this Application in those newspapers in
general circulation in Applicant's service area: the Idaho Business Review (Boise), the
Idaho State Journal (Pocatello), the Idaho Statesman (Boise), and the Times News
(Twin Falls).
PRAYER
WHEREFORE, Applicant respectfully requests that the Idaho Public Utilities
Commission issue its Order herein authorizing Applicant to issue and sell for the
purposes herein set forth up to $1,200,000,000 aggregate principal amount of one or
more series of its Bonds and up to $1,200,000,000 aggregate principal amount of its
{00339655 RTF; 1}
APPLICATION - 11
Debt Securities; provided, that the total principal amount of the Bonds and Debt
Securities to be issued and sold shall not exceed $1,200,000,000, and the term of the
Commission's authorization shall run through December 31, 2026.
DATED at Boise, Idaho this day of January, 2024.
IDAHO POWER COMPANY
By:
Brian R. Buckham
Sr. Vice President, Chief Financial
Officer, and Treasurer
(CORPORATE SEAL)
ATTEST:
Patrick A. Harri on
Corporate Secre ary
Idaho Power Company
1221 W. Idaho Street
P.O. Box 70
Boise, Idaho 83707-0070
{00339655.RTF;
APPLICATION - 12
ATTACHMENT l(A)
Actual and Pro Forma Balance Sheet and
Notes to Financial Statements
{00340421.DOCX; 1}
IDAHO POWER COMPANY
CONDENSED UNCONSOLIDATED BALANCE SHEET
AS OF SEPTEMBER 30, 2023
ASSETS
Electric Plant :
Actual Adjustments
After
Adjustments
In service (at original cost) $ 7,148,292,815 $ $ 7,148,292,815
Accumulated provision for depreciation (2,575,485,314) (2,575,485,314)
In service - Net 4,572,807,501 4,572,807,501
Construction work in progress 955,276,306 955,276,306
Held for future use 9,490,643 9,490,643
Electric plant - Net 5,537,574,450 5,537,574,450
Investments and Other Property:
Nonutility property 4,312,580 4,312,580
Investment in subsidiary companies 20,433,691 20,433,691
Other 61,192,249 61,192,249
Total investments and other property 85,938,520 85,938,520
Current Assets:
Cash and cash equivalents 404,880,922 1,200,000,000 1,604,880,922
Receivables:
Customer 135,021,436 135,021,436
Other 35,886,502 35,886,502
Notes recievable from related parties 14,950,973 14,950,973
Accrued unbilled revenues 81,533,246 81,533,246
Materials and supplies (at average cost) 131,616,226 131,616,226
Fuel stock (at average cost) 20,949,995 20,949,995
Prepayments 22,964,971 22,964,971
Taxes receivable (1,955,159) (1,955,159)
Regulatory assets 163,817,774 163,817,774
Other 496,378 496,378
Total current assets 1,010,163,264 1,200,000,000 2,210,163,264
Deferred Debits:
Company owned life insurance 79,860,777 79,860,777
Regulatory assets 1,398,651,809 1,398,651,809
Other 53,202,637 53,202,637
Total deferred debits 1,531,715,223 1,531,715,223
Total $ 8,165,391,457 $ 1,200,000,000 $ 9,365,391,457
IDAHO POWER COMPANY
CONDENSED UNCONSOLIDATED BALANCE SHEET
AS OF SEPTEMBER 30, 2023
CAPITALIZATION AND LIABILITIES
Common Shares Common Shares
Authorized Outstanding Actual Adjustments
After
Adjustments
Equity Capital: 50,000,000 39,150,812
Common stock $ 97,877,030 $ $ 97,877,030
Premium on capital stock 712,257,435 712,257,435
Capital stock expense (2,096,925) (2,096,925)
Retained earnings 1,981,563,097 1,981,563,097
Accumulated other comprehensive income (12,482,804) (12,482,804)
Total equity capital 2,777,117,833 2,777,117,833
Long-Term Debt:
First mortgage bonds 2,645,000,000 1,200,000,000 3,845,000,000
Pollution control revenue bonds 166,100,000 166,100,000
American Falls bond 19,885,000 19,885,000
Unamortized long-term debt premiums, discounts, and issuance costs, net (4,835,164) (4,835,164)
Total long-term debt 2,826,149,836 1,200,000,000 4,026,149,836
Current Liabilities:
Long-term debt due within one year
Notes payable
Accounts payable 226,516,013 226,516,013
Notes and accounts payable to related parties 16,299,287 16,299,287
Income taxes accrued 66,940,124 66,940,124
Interest accrued 21,732,982 21,732,982
Accrued compensation 53,807,634 53,807,634
Current regulatory liabilities 8,620,262 8,620,262
Advances from customers 103,860,421 103,860,421
Other 30,272,624 30,272,624
Total current liabilities 528,049,347 528,049,347
Deferred Credits:
Regulatory liabilities associated with accumulated deferred
investment tax credits 108,942,536 108,942,536
Deferred income taxes 890,623,888 890,623,888
Regulatory liabilities 706,132,604 706,132,604
Pension and other postretirement benefits 204,604,324 204,604,324
Other 123,771,089 123,771,089
Total deferred credits 2,034,074,441 2,034,074,441
Total $ 8,165,391,457 $ 1,200,000,000 $ 9,365,391,457
IDAHO POWER COMPANY
STATEMENT OF ADJUSTING JOURNAL ENTRIES
As of September 30, 2023
Giving Effect to the Proposed issuance of
First Mortgage Bonds
Entry No. 1
Cash $ 1,200,000,000
First Mortgage Bonds $ 1,200,000,000
To record the proposed issuance of First Mortgage
and the receipt of cash.
ATTACHMENT 1(B)
Statement of Capital Stock and Funded Debt
{00340421.DOCX; 1}
STATEMENT OF CAPITAL STOCK AND FUNDED DEBT
IDAHO POWER COMPANY
SEPTEMBER 30, 2023
The following statement as to each class of the capital stock of applicant is as of September 30, 2023, the
date of the balance sheet submitted with this application:
Common Stock
(1) Description - Common Stock, $2.50 par value; 1 vote per share
(2) Amount authorized - 50.000,000 shares ($125,000,000 par value)
(3) Amount outstanding - 39,150,812 shares
(4) Amount held as reacquired securities - None
(5) Amount pledged by applicant - None
(6) Amount owned by affiliated corporations — All
(7) Amount held in any fund - None
Applicant's Common Stock is held by IDACORP, Inc., the holding company of
Idaho Power Company. IDACORP, Inc.'s Common Stock is registered (Pursuant
to Section 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
SEPTEMBER 30, 2023
The following statement as to funded debt of applicant is as of September 30, 2023, the date of the balance
sheet submitted with this application.
First Mortgage Bonds
(1)
Description
FIRST MORTGAGE BONDS:
1.90 % Series due 2030, dated
6.00 % Series due 2032, dated
4.99 % Series due 2032, dated
5.50 % Series due 2033, dated
5.50 % Series due 2034, dated
5.875% Series due 2034, dated as of August 16, 2004, due August 15, 2034
5.30 % Series due 2035, dated as of August 26, 2005, due August 15, 2035
6.30 % Series due 2037, dated as of June 22, 2007, due June 15, 2037
6.25 % Series due 2037, dated as of October 18, 2007, due October 15, 2037
4.85 % Series due 2040, dated as of Aug 30, 2010, due Aug 15, 2040
4.30 % Series due 2042, dated as of April 13, 2012, due April 1, 2042
5.06 % Series due 2042, dated as of Dec 22, 2022, due Dec 22, 2042
5.06 % Series due 2042, dated as of March 8, 2023, due March 8, 2043
4.00 % Series due 2043, dated as of April 8, 2013, due April 1, 2043
3.65 % Series due 2045, dated as of March 6, 2015, due March 1, 2045
4.05 % Series due 2046, dated as of March 10, 2016, due March 1, 2046
4.20 % Series due 2048, dated as of March 16, 2018, due March 1, 2048
4.20 % Series due 2048, dated as of April 3, 2020, due March 1, 2048
5.20 % Series due 2053, dated as of March 8, 2023, due March 8, 2053
5.50 % Series due 2053, dated as of March 14, 2023, due March 15, 2053
5.80 % Series due 2054, dated as of September 11, 2024, due April 1, 2054
as of June 22,2020, due July 15, 2030
as of Nov 15, 2002, due Nov 15, 2032
as of Dec 22, 2022, Due Dec 22, 2032
as of May 13, 2003, due April 1, 2033
as of March 26, 2004, due March 15, 2034
(2) Amount authorized - Limited within the maximum of $3,500,000,000 (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 pledged - None
(6) Amount owned by affiliated corporations - None
(7) Amount of sinking or other funds - None
(3)
Amount
Outstanding
80,000,000
100,000,000
23,000,000
70,000,000
50,000,000
55,000,000
60,000,000
140,000,000
100,000,000
100,000,000
75,000,000
25,000,000
60,000,000
75,000,000
250,000,000
120,000,000
220,000,000
230,000,000
62,000,000
400,000,000
350,000,000
2,645,000,000
For a full statement of the terms and provisions relating to the respective Series and amounts of
applicant's outstanding First Mortgage Bonds above referred to, reference is made to the Mortgage and
Deed of Trust dated as of October 1, 1937, and First to Fifty-Second Supplemental Indentures thereto, by
Idaho Power Company to Deutsche Bank Trust Company Americas (formerly known as Bankers Trust
Company), Trustees, presently on file with the Commission, under which said bonds were issued.
STATEMENT OF CAPITAL STOCK AND FUNDED DEBT (Continued)
IDAHO POWER COMPANY
SEPTEMBER 30, 2023
Pollution Control Revenue Bonds
(A) 1.45% Series 2003 due 2024:
(1) Description - Pollution Control Revenue Refunding Bonds, 1.45% Series 2003 due
2024, County of Humboldt, Nevada, dated as of August 20, 2009, 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 owned by affiliated corporations - None
(7) Amount in sinking or other funds - None
(B) 1.70% Series 2006 due 2026:
(1) Description - Pollution Control Revenue Bonds, 1.70% Series 2006 due 2026, County
of Sweetwater, Wyoming, dated as of August 20, 2009, due July 15, 2026
(2) Amount authorized - $116,300,000
(3) Amount outstanding - $116,300,000
(4) Amount held as reacquired securities - None
(5) Amount pledged - None
(6) Amount owned by affiliated corporations - None
(7) Amount in sinking or other funds — None
For a full statement of the terms and provisions relating to the outstanding Pollution Control Revenue
Bonds above referred to, reference is made to (A); Conformed Trust Indenture between Humboldt
County, Nevada and Union Bank N.A., Trustee dated October 1, 2003 as amended and supplemented by
a First Supplemental Trust Indenture, dated August 20, 2009, and Loan Agreement between Idaho Power
Company and Humboldt County, Nevada dated October 1, 2003 under which the 1.45% Series 2003
bonds were reoffered, and (B) Conformed Trust Indenture between Sweetwater County, Wyoming, and
Union Bank , N.A., Trustee, as amended and supplemented by a First Supplemental Trust Indenture
dated August 20, 2009, and Loan Agreements between Idaho Power Company and Sweetwater County,
Wyoming, dated October 1, 2006 under which the 1.70% Series 2006 bonds were reoffered.
ATTACHMENT 1(C)
Contingent Liabilities
{00340421.DOCX; 1}
CONTINGENT LIABILITIES
IDAHO POWER COMPANY
SEPTEMBER 30, 2023
GUARANTEES
Idaho 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 Wyoming
Department of Environmental Quality, was $47.3 million at September 30, 2023, representing
IERCo's one-third share of BCC's total reclamation obligation of $141.9 million. BCC has a
reclamation trust fund set aside specifically for the purpose of paying these reclamation costs. At
September 30, 2023, the value of BCC's reclamation trust fund was $227.1 million. During the nine
months ended September 30, 2023, the reclamation trust fund made $3.8 million of distributions for
reclamation activity costs associated with the BCC surface mine. BCC periodically assesses the
adequacy of the reclamation trust 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.
Idaho 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. Idaho Power
periodically evaluates the likelihood of incurring costs under such indemnities based on its historical
experience and the evaluation of the specific indemnities. As of September 30, 2023, management
believe the likelihood is remote that Idaho Power would be required to perform under such
indemnification provisions or otherwise incur any significant losses with respect to such
indemnification obligations. Idaho Power has not recorded any liability on its balance sheet with
respect to these indemnification obligations.
CONTINGENCIES
Idaho 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, Idaho Power
establishes an accrual for legal proceedings when those matters proceed to a stage where they
present loss contingencies that are both probable and reasonably estimable. If the loss contingency
at issue is not both probable and reasonably estimable, Idaho 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, Idaho Power's
accruals for loss contingencies are not material to its financial statements as a whole; however,
future accruals could be material in a given period. Idaho Power's determination is based on
currently available information, and estimates presented in financial statements and other financial
disclosures involve significant judgment and may be subject to significant uncertainty. For matters
that affect Idaho Power's operations, Idaho Power intends to seek, to the extent permissible and
CONTINGENT LIABILITIES (continued)
IDAHO POWER COMPANY
September 30, 2023
appropriate, recovery through the ratemaking process of costs incurred, although there is no
assurance that such recovery would be granted.
Idaho Power is party to legal claims and legal, tax, and regulatory actions and proceedings in the
ordinary course of business and, as noted above, records an accrual for associated loss
contingencies when they are probable and reasonably estimable. In connection with its utility
operations, Idaho Power is subject to claims by individuals, entities, and governmental agencies for
damages for alleged personal injury, property damage, and economic 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 electrical contacts, service quality, property
damage, and wildfires. In recent years, utilities in the western United States have been subject to
significant liability for personal injury, loss of life, property damage, trespass, and economic losses,
and in some cases, punitive damages and criminal charges, associated with wildfires that
originated from utility property, most commonly transmission and distribution lines. Idaho Power
has also regularly received claims by governmental agencies and private landowners for damages
for fires allegedly originating from Idaho Power's transmission and distribution system. As of the
date of this report, the company believes that resolution of existing claims will not have a material
adverse effect on its financial statements.
Idaho Power is also actively monitoring various pending environmental regulations and executive
orders related to environmental matters that may have a significant impact on its future operations.
Given uncertainties regarding the outcome, timing, and compliance plans for these environmental
matters, Idaho Power is unable to estimate the financial impact of these regulations.
ATTACHMENT 1(D)
Statement of Retained Earnings
{00340421.DOCX; 1}
IDAHO POWER COMPANY
Condensed Statement of Unconsolidated Retained Earnings
and
Undistributed Subsidiary Earnings
For the Twelve Months Ended September 30, 2023
Retained Earnings
Retained earnings (at the beginning of period) 1,770,037,005
Balance transferred from income 259,532,456
Dividends received from subsidiary 15,000,000
Total 2,044,569,461
Dividends:
Common Stock 80,976,961
Total 80,976 961
Retained earnings (at end of period) 1,963,592,500
Undistributed Subsidiary Earnings
Balance (at beginning of period) 25,005,807
Equity in earnings for the period 7,964,790
Dividends paid (Debit) (15,000,000)
Balance (at end of period) 17,970,597
ATTACHMENT 1(E)
Statement of Income
{00340421.DOCX; 1}
IDAHO POWER COMPANY
CONDENSED UNCONSOLIDATED STATEMENT OF INCOME
For the Twelve Months Ended September 30, 2023
Actual
Operating Revenues $ 1,774,049,770
Operating Expenses:
Purchased power 579,714,860
Fuel expense 278,377,339
Power cost adjustment (64,836,931)
Other operation and maintenance expense 390,791,531
Energy efficiency programs 33,971,672
Depreciation expense 182,210,814
Amortization of limited-term electric plant 5,958,949
Taxes other than income taxes 25,285,837
Income taxes - Federal 40,881,169
Income taxes - Other 5,125,324
Provision for deferred income taxes 60,590,800
Provision for deferred income taxes - Credit (61,739,853)
Investment tax credit adjustment 433,705
Total operating expenses 1,476,765,216
Operating Income 297,284,554
Other Income and Deductions*
Allowance for equity funds used during construction. 41,538,536
Earnings of unconsolidated equity method investments 7,964,790
Income taxes - Other income and deductions 8,075,080
Other - Net 19,236,079
Net other income and deductions 76,814,485
Income Before Interest Charges 374,099,039
Interest Charges*
Interest on first mortgage bonds 97,937,426
Interest on other long-term debt 7,693,799
Interest on short-term debt 1,253,933
Amortization of debt premium, discount and expense, net 3,176,916
Other interest expense 14,346,378
Total interest charges 124,408,452
Allowance for borrowed funds used during construction - Credit 17,806,659
Net interest charges 106,601,793
Net Income $ 267 497,246
ATTACHMENT II
Certified Board Resolutions
Applicant's certified board resolutions will be filed with the Commission
on or about February 8, 2024
{00340421.DOCX; 1}
ATTACHMENT III
Proposed Order
{00340421.DOCX; 1}
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
CASE NO. IPC-E-24-
PROPOSED ORDER
On January , 2024, 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
December 31, 2026.
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 Idaho-based public utility and electrical corporation that is qualified to
do business in Oregon, Nevada, 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 combined principal
amount of the Bonds and Debt Securities would not exceed $1,200,000,000. The Company asks
the Commission for authority to issue and sell the Bonds and Debt Securities through December
31, 2026, consistent with the three-year authorization periods granted by the Commission in its
last two orders approving the Company's issuance of Bonds and Debt Securities (Order No. 35420,
dated May 31, 2022, in IPC-E-22-14 and Order No. 34302, dated April 10, 2019, in IPC-E-19-09).
The Company will 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 will secure them equally with the Company's other first Mortgage
Bonds. The Company, its agents, and designated underwriters may sell the Bonds and Debt
{OO339955.DOCX; 1}
Securities by public sale or private placement. The type and terms of issuance will be determined
at the time of issuance.
The Company has a May 2022 shelf registration in place with the Securities and Exchange
Commission ("SEC") for the public issuance of the Bonds and Debt Securities. The shelf
registration allows the Company to issue debt in one or more series and to take advantage of
attractive market conditions efficiently and rapidly. The Company anticipates renewing the shelf
registration with the SEC in May 2025. The Company will file copies of the new shelf registration
documents with the Commission at that time. The Company will also file the applicable issuance
documents with the Commission for each issuance of Bonds or Debt Securities under this Order.
The Company also requests continued authority in its Application 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 states it will 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 are not immediately so used, they will be temporarily invested in
short-term discounted or interest-bearing instruments.
The Company's current authorization from the Commission to issue Bonds and Debt
Securities is set forth in the Commission's Order No. 35420, dated May 31, 2022, in IPC-E-22-14
("Existing Order"). The Company currently has $280,000,000 of issuance authority remaining
under the Existing Order for issuance of the Bonds and Debt Securities. The Company asks that
this Existing Order issuance authority remain in effect for 21 days following the date of this Order,
reflecting the 21-day petition for reconsideration period for this Order under the Commission Rules
of Procedure ("Reconsideration Period"). The Company's total issuance authority to issue new
Bonds or Debt Securities under the Existing Order and this Order would not exceed
$1,200,000,000 at any time, and the Commission's authorization under the Existing Order would
automatically terminate if no petitions for reconsideration are received during the Reconsideration
Period. The Company's outstanding First Mortgage Bonds and unsecured senior debt are
{00339955.DOCX; 1}
2
respectively rated Al and A3 by Moody's Investors Service, and A- and BBB by Standard & Poor's
Rating Service.
STAFF REVIEW AND RECOMMENDATION
Staff recommended the Commission grant the Company's Application. Staff stated
allowing the Company to issue and sell the Bonds and Debt Securities through December 31, 2026
is consistent with the three-year authorizations granted by the Commission in its prior two orders
approving the Company's issuance of Bonds and Debt Securities.
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,
since the Company is requesting a three-year authority.
Lastly, Staff recommended the Company continue to file copies of all documents as
described above. The Company should notify the Commission, by letter, seven days, or as soon as
possible, 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.
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 Idaho Code § 61-1 19, and a public utility
as defined in Idaho Code § 6 1-129. 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
31.01.0L141-.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 quickly and efficiently under the shelf registration process.
{00339955.DOCX; 1}
3
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 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 December 31, 2026, 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 request that the Commission extend this authorization by
filing a supplemental application in this case before the current authority expires on December 31,
2026.
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 Company must promptly file a copy of the new shelf
registration documents with the Commission when the current shelf registration for the Bonds and
Debt Securities is renewed with the SEC, scheduled for May 2025.
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 SEC Prospectus Supplement for the
medium-term notes and a copy of the SEC Pricing Supplements setting forth the specific terms
and conditions of sale for each issuance of the medium-term notes.
{O0339955.DOCX; 1}
4
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 or 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. 35420, dated May 31, 2022 in IPC-E-22-
14, 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.
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 seven
(7) days after any person has petitioned for reconsideration, any other person may cross petition
for reconsideration. See Idaho Code § 6 1-626.
{OO339955.DOCX; 1}
5
DONE by Order of the Idaho Public Utilities Commission at Boise, Idaho this day of
, 2024.
ERIC ANDERSON, PRESIDENT
JOHN R. HAMMOND, JR., COMMISSIONER
EDWARD LODGE, COMMISSIONER
ATTEST:
Monica Barrios-Sanchez
Interim Commission Secretary
{00339955.DOCX; 1}
6