20221215Final_Order_No_35630.pdf

ORDER NO. 35630 1

Office of the Secretary
Service Date
December 15, 2022
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION

IN THE MATTER OF ROCKY
MOUNTAIN POWER’S APPLICATION
FOR AN ORDER INCREASING AND
EXTENDING ITS SHORT-TERM DEBT
AUTHORITY FOR FIVE YEARS
)
)
)
)
)
)
CASE NO. PAC-E-22-17

ORDER NO. 35630

On October 28, 2022, Rocky Mountain Power (“Company”) applied under Idaho Code §§
61-901, et seq., for authority to increase and extend its current authority to borrow up to $2.0
billion in short-term debt for five years. This authority would extend the existing short-term debt
authority that expires April 30, 2026, pursuant to Order No. 34927.1 The Company requested an
order be issued by December 15, 2022. The Company represented that the additional credit will
be used to support the Company’s operations, as its “capital expenditure program has grown
significantly in size due to adding new renewable generation resources, associated transmission
costs and investments[, and] wildfire mitigation assets.” Application at 4-5.
At the Commission’s November 7, 2022, Decision Meeting, Staff recommended that the
order deadline be extended to December 15, 2022, for good cause.2 The Commission granted the
extension in Order No. 35593. At the December 13, 2022, Decision Meeting, Staff recommended
that the Commission approve the requested authority to increase and extend the Company’s credit
authority.
Based on our review of the record, we issue this Order approving the Application as
discussed below.
THE APPLICATION
The Company seeks authority to increase and extend its current authority to borrow up to
$2.0 billion, for a period of five years (“Line of Credit”). Application at 2.
To obtain the five-year extension for borrowing, the Company’s senior debt must maintain
an investment grade credit rating by Standard and Poor’s Rating Services (“Standard and Poor’s”),

1 The Commission granted prior authority under Orders Nos. 27457, 28346, 28970, 29374, 29999, 32221 and 33476.
2 Per Idaho Code §61-904, the Commission has 30 days from the filing date to issue an order, unless it is necessary,
for good cause, to suspend the effective date. The Commission approved an extension of the deadline due to the limited
decision meetings, the holiday, and the need for additional analysis from Staff. Order No. 35593.
ORDER NO. 35630 2
and Moody’s Investor Services Inc. (“Moody’s”).3 Id. at 3. The Company represents that the other
terms and conditions will not be changed from prior authorities, and that the type (promissory
notes, commercial paper, or revolving credit) and terms of issue, including interest rate, will be
determined at the date of issue. Id. The short-term debt may include: (1) “unsecured short-term
promissory notes to and borrow from U.S. or foreign commercial banks (or their affiliates) under
the following facilities: (a) not more than $2.0 billion in aggregate principal amount outstanding
at any one time under one or more revolving credit agreements (“Agreements”); and, (b) not more
than $2.0 billion in aggregate principal amount outstanding at any time under other borrowing
arrangements (“Other Arrangements”)”; and, (2) “commercial paper (“Paper”) in the U.S. or
overseas, from time to time through November 30, 2027, in aggregate principal amounts not to
exceed $2.0 billion at any one time.” Id.
STAFF REVIEW AND RECOMMENDATION
Staff recommended the Commission approve the Company’s request.4 Staff Comments.
Staff did not evaluate the reasonableness of the interest rate and all-in-cost. Id. at 2.
Staff recognized this authority is conditioned on the Company maintaining an investment
grade senior debt rating by Standard and Poor’s and Moody’s. Id. Staff verified that the Company’s
current senior secured debt ratings are A by Standard and Poor’s, and A1 by Moody’s—both
investment grade. Id.
If the Company’s senior secure debt ratings fall below the investment grade level
(“Downgrade”), Staff proposed that the Company’s authority not immediately terminate. Id.
Instead, Staff offered that if a Downgrade occur, the Company’s authority to borrow should
continue for a period of 180 days from the date of the Downgrade (“Continued Authorization
Period”) provided that the Company does the following:
1. Promptly notify the Commission in writing of the Downgrade; and
2. File a supplemental application with the Commission within seven days after
the Downgrade requesting a supplemental order (“Supplemental Order”)
authorizing the Company to continue to incur debt as provided in this Order,

3 “Investment grade refers to “issuers and issues with relatively high levels of creditworthiness and credit quality. . ..
In S&P Global Ratings long-term rating scale, issuers and debt issues that receive a rating of ‘BBB-’ or above are
generally considered by regulators and market participants to be “investment-grade,” while those that receive a rating
lower than ‘BBB-’ are generally considered to be “speculative-grade.” Guide to Credit Rating Essentials, p. 9.
Standard & Poor’s. (Accessed December 14, 2022.)
https://www.spglobal.com/ratings/_division-assets/pdfs/guide_to_credit_rating_essentials_digital.pdf
4 Staff requested that the Company issue a public notice under IDAPA 31.01.01.141.08, and the Company sent out a
press release on or around December 5, 2022.
ORDER NO. 35630 3
despite the Downgrade. Until the Company receives the Supplemental Order,
any debt incurred or issued by the Company during the Continued
Authorization Period will become due or mature no later than the final date of
the Continued Authorization Period.
Id.
FINDINGS AND DISCUSSION
The Company is an electrical corporation and public utility in Idaho as defined in Idaho
Code §§ 61-119 and 61-129. The Commission has jurisdiction over the Application under Idaho
Code §§ 61-901, et seq. We find that the proposed transaction is in the public interest and a formal
hearing on this matter is not required. Further, we find that the proposed issuance is for a lawful
purpose and is within the Company’s corporate powers, that the 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 due under Idaho Code § 61-905. Accordingly, we find that the
Application should be approved, and the proposed financing should be allowed, conditional on the
Company maintaining the investment grade ratings requirement specified above and in prior
orders.
The Commission’s Order approving the proposed financing and the general purposes to
which the proceeds may be put is not a determination that the Commission approves of the
particular use to which these funds will be put. The Order also is not a Commission determination
or approval of the type of financing or the related costs for ratemaking purposes. The Commission
does not have before it for determination, and so does not determine, the effect of the proposed
transaction on rates the Company will charge for electric service.
O R D E R
IT IS HEREBY ORDERED that the Company’s Application to increase and extend its
current authority to borrow up to $2.0 billion, for a five-year period, is granted.
IT IS FURTHER ORDERED that the Company must continue to file quarterly reports with
the Commission setting forth the date of issuance, principal amount, interest rate, date of maturity
and identity of payee for all promissory notes issued during the quarter. The Company must
continue to file its capitalization ratios with the quarterly reports.
IT IS FURTHER ORDERED that the Company continue to maintain investment grade
ratings by Standard and Poor’s and by Moody’s Investor Services for the Company’s senior
secured debt.
ORDER NO. 35630 4
IT IS FURTHER ORDERED that if the Company’s senior secured debt falls below
investment grade, the Company shall promptly notify the Commission in writing of the
Downgrade.
IT IS FURTHER ORDERED that should such a Downgrade occur, the Company shall file
a supplemental application with the Commission within seven days after the Downgrade
requesting a supplemental order (“Supplemental Order”) authorizing the Company to continue to
incur debt as provided in this Order, despite the Downgrade. Until the Company receives the
Supplemental Order, any debt incurred or issued by the Company during the Continued
Authorization Period will become due or mature no later than the final date of the Continued
Authorization Period.
IT IS FURTHER ORDERED that the foregoing authorization is without prejudice to the
regulatory authority of the Commission with respect to rates, utility capital structure, service
accounts, valuation, estimates for determination of cost or any other matter which may come before
this Commission pursuant to its jurisdiction and authority as provided by law.
IT IS FURTHER ORDERED that nothing in this Order and no provisions of Chapter 9,
Title 61, Idaho Code, or any act or deed done or performed in connection therewith 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 materials accompanying the Application for any purpose other than
the issuance of this Order.
THIS IS A FINAL ORDER. Any person interested in this Order may petition for
reconsideration within twenty-one (21) days of the service date of this Order. Within seven (7)
days after any person has petitioned for reconsideration, any other person may cross-petition for
reconsideration. See Idaho Code § 61-626.

ORDER NO. 35630 5

DONE by Order of the Idaho Public Utilities Commission at Boise, Idaho this 15th day of
December 2022.

ERIC ANDERSON, PRESIDENT

JOHN CHATBURN, COMMISSIONER

JOHN R. HAMMOND, JR., COMMISSIONER
ATTEST:

Jan Noriyuki
Commission Secretary

I:\Legal\ELECTRIC\PAC-E-22-17 Securities\PACE2217_final_cs.docx