20201112Final_Order_No_34831.pdf

ORDER NO. 34831 1
Office of the Secretary
Service Date
November 12, 2020
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION

IN THE MATTER OF ROCKY MOUNTAIN
POWER’S APPLICATION FOR
AUTHORITY TO ISSUE AND SELL OR
EXCHANGE NOT MORE THAN
$3,000,000,000 OF DEBT, AND ENTER
INTO CREDIT SUPPORT
ARRANGEMENTS
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CASE NO. PAC-E-20-15

ORDER NO. 34831

On October 14, 2020, PacifiCorp dba Rocky Mountain Power (“Company”) applied
for authority to allow it to incur debt up to $3,000,000,000 aggregate principal amount at any one
time. Application at 1. The Company also requests authority to enter letter of credit arrangements
to provide additional credit support. Id. The Company requested this additional authority remain
in effect through September 30, 2025, so long as the Company’s bond rating for senior secured
debt remains investment grade.
Based on our review of the record, we issue this Order approving the Application as
noted below.
THE APPLICATION
The Company is an Oregon corporation that provides electric service as Rocky
Mountain Power to customers in Idaho, Utah, and Wyoming, and as Pacific Power in California,
Oregon, and Washington.
The Company seeks authority to issue and sell or exchange, in one or more public
offerings or private placements, fixed or floating rate debt ("Debt"). The aggregate principal
amount of Debt not to exceed $3,000,000,000 or, if the Debt is issued at an original issue discount,
such greater amount as shall result in an aggregate offering price of not more than $3,000,000,000.
The Company also requests authority to enter into letter of credit arrangements with one or more
banks or such other agreements or arrangements as may be necessary or appropriate, to provide
additional credit support for the payment of principal, interest, and the premium of the Debt. Id.
The Company requested this additional authority remain in effect through September
30, 2025, so long as the Company's bond rating for senior secured debt remains investment grade.
Id. Investment grade is BBB- or higher by Standard & Poor's Rating Services (“S&P”) and Baa3
or higher by Moody's Investors' Service, Inc. ("Moody's"). Id. The Company's current secured
debt ratings are A+ by S&P and A1 by Moody's.
ORDER NO. 34831 2
The Company explained that the requested authority will amend and supersede the
authority granted in Order No. 34205 (Case No. PAC-E-18-10). Id. at 2. Under current authority,
the Company has issued all $2,000,000,000 in debt authorized in Order No. 34205. The securities
will be issued in one or more tranches and will consist of securities issued or exchanged as public
or private placements in the form of secured or unsecured debt. Id. at 2-4. The maturity, other
terms, and interest rate for each issue will be determined at the time of issuance. Id. at 3-4. The
issuance(s) may be at a fixed rate set at the time of issuance or a variable interest rate based on a
published index of short-term rates such as Treasury bills, commercial paper, or the London
Interbank Offered Rate (LIBOR). Id. at 3, 5-6. Fees will be charged based on the type of security
issued but are not expected to exceed 1% of the outstanding balance. Id. at 5-6. Any First
Mortgage Bonds will be issued under the PacifiCorp Mortgage. Id. The Commission previously
authorized the Company to incur the lien of PacifiCorp Mortgage by Order No. 22157 (Case No.
U-1045). Id. The variety of funding options requested will allow the Company to evaluate the
all-in cost of each option after considering all associated fees, so the issuances result in the lowest
cost.
The Company explained that the requested financing authority will provide funds for
one or more utility purposes. These include capital requirements for the following purposes: (1)
the acquisition of property, (2) the construction, completion, extension or improvement of utility
facilities, (3) the improvement of service, (4) the discharge or lawful refunding of obligations
which were incurred for utility purposes, or (5) the reimbursement of the Company's treasury for
funds used for the foregoing purposes. Id. at 8. Over $2,000,000,000 in long-term debt will mature
by the time the requested authority expires.
STAFF RECOMMENDATION
Staff recommended the Commission approve the Company’s requested shelf authority
of up to $3,000,000,000 in debt for the period through September 30, 2025. Staff noted that since
Case No. PAC-E-99-03, the Company has committed to a cost test under which foreign
transactions will not be used for ratemaking unless and until the Company can show that the all-
in costs for the foreign transactions do not exceed the all-in costs of similar domestic borrowings.
Staff recommended the commitments and terms from prior cases, up to and including
Case No. PAC-E-14-05, Order No. 33083 remain in effect. This includes, but is not limited to,
that PacifiCorp's senior secured debt rating will remain at investment grade and will follow the
ORDER NO. 34831 3
established procedure of notification if the ratings are downgraded; and PacifiCorp will file
quarterly financing activity reports and credit rating reports, to the extent that they are not filed
with the MEHC Acquisition Case (Case No. PAC-E-05-08, Order No. 29998).
Staff also noted the Company’s Application Fee of $1,000 was submitted under a
separate cover on October 19, 2020. Staff confirmed the Application Fee was correct and received.
FINDINGS OF FACT AND CONCLUSIONS OF LAW
The Commission finds that the Company is an Oregon corporation that is qualified to
do business in Idaho. The Company is an electric corporation within the definition of Idaho Code
§ 61-119, and a public utility within the definition of Idaho Code § 61-129. The Commission has
jurisdiction over this Application under Idaho Code § 61-901, et seq.
The Commission finds that the Company’s Application should be approved. 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 the Company has paid all fees required by Idaho
Code § 61-905. Further, the proposed issuance is for a lawful purpose, is within the Company’s
corporate powers, and is compatible with the public interest.
The Commission’s 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 electric service to consumers in the State
of Idaho.
O R D E R
IT IS HEREBY ORDERED that the Company’s Application is approved. As requested
in the Application, the Company is authorized to issue and sell or exchange debt in the aggregate
principal amount of up to $3,000,000,000, and to enter into such arrangements as may be needed
to provide additional credit support for the payment of the Debt.
IT IS FURTHER ORDERED that the authority approved by this Order shall remain in
effect through September 30, 2025, so long as the Company’s bond rating for senior secured debt
remains investment grade. Investment grade is BBB- or higher by Standard & Poor’s Rating
Services (S&P) and Baa3 or higher by Moody’s Investors’ Service, Inc. (Moody’s).
ORDER NO. 34831 4
IT IS FURTHER ORDERED that the Company will continue to meet the following
requirements: (1) keep its commitments and perform its duties as expressed in this Commission’s
prior orders; (2) file quarterly financing activity reports and credit rating reports with the
Commission, to the extent not otherwise filed in Case No. PAC-E-05-08; (3) meet the all-in cost
test commitment for foreign transactions; (4) provide the anticipated details of the transaction as
soon as possible before the issuance; and (5) file the “Report of Securities Issued,” and verified
copies of any credit arrangement entered into pursuant to this Order as soon as they become
available.
IT IS FURTHER ORDERED that the issuance of this Order does not constitute
acceptance of the Company’s exhibits or other material accompanying this Application for any
purpose other than the issuance of this Order.
IT IS FURTHER ORDERED that nothing in this Order or any act or deed 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 this Order.
IT IS FURTHER ORDERED that this authorization is without prejudice to the
Commission’s regulatory authority regarding rates, service, accounts, evaluation estimates or
determination of costs or any other matter which may come before the Commission pursuant to its
jurisdiction and authority as provided by law.
THIS IS A FINAL ORDER. Any person interested in the Order (or in issues decided
by this Order) 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 and 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 §§ 61-626 and 62-619.
ORDER NO. 34831 5
DONE by Order of the Idaho Public Utilities Commission at Boise, Idaho this 12th
day of November 2020.

PAUL KJELLANDER, PRESIDENT

KRISTINE RAPER, COMMISSIONER

ERIC ANDERSON, COMMISSIONER

ATTEST:

Jan Noriyuki
Commission Secretary

I:\Legal\ELECTRIC\PAC-E-20-15\orders\PACE2015_ final order_jh.docx