20110829PAC to Staff Attach 154-1.pdf

ID PAC-E-11-12
IPUC 154 Attachment IPUC 154 -1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
100 F Street NE
Washington, D.C. 20549
August 27, 2010
ase deliver the foJIowinci oeoes to
Name Douglas K. Stuver
Chief Financial Officer
Facsimile Number [phone]
Telephone Number [phone]
Number of Pages 3 (including this cover sheet)
Document Pacificorp
Form 10-K for the Fiscal Year Ended December 31 5 2009
Filed March 1, 2010
File No. 001-05152
From Christopher Chase
Phone Number [phone]
Jfyou do not receive allpgcs, please telephone the thove nurn br for ass tstance,
NOT THIS DOCUMENT MAY CONTAIN PRIVILEGED AND NONPUBLIC INFORMATION. IT IS
INTENDED ONLY FOR THE USE OF THE INDIVIDUAL OR ENTITY NAMED ABOVE, AND OTHERS
WHO SPECIFICALLY HAVE BEEN AUTHORIZED TO RECEIVE IT. if you are not the Intended recipient
of this facsimile, or the agent responsible for delivering it to the intended recipient, you hereby are notified that
any review, dissemination, distribution, or copying of this communication strictly is prohibited. If you have
received this communication In error, please notify us immediately by telephone and return the original to the
above address by regular postal service without making a copy. Thank you for your cooperation.
Attach IPUC 154 -1.pdf Page 1 of 3
ID PAC-E-11-12
IPUC 154 Attachment IPUC 154-1
LNTo $vAr.
SECURITIES AND EXCHANGE COMMISSION
WA$r.JGTOtJ ,C.
COR IHANCE
August 27, 2010
Via U.S. Mail and Fax [phone]
Mr. Douglas K. Stuvcr
Chief Financial Officer
Pacificorp
825 N.E. Multnomah Street
Portland, Oregon 97232

Re; Paciticorp
Form iU-K for the Fiscal Year Ended December 31, 2009
Filed March 1, 2010
File No. 001-05152
Dear Mr, Stuver:
We have reviewed your filing and have the following comments. You should comply
with the comments in all future filings, if applicable. Please confirm in writing that you will do
so and also explain to us in sufficient detail how you intend to comply by providing us with your
proposed revisions. In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
Please respond to this letter within ten business days by providing the requested
information, or by advising us when you will provide the requested response. If you do not
believe our comments apply to your facts and circumstances please tell us why in your response.
After reviewing the information you provide in response to these comments, we may
have additional comments.
Form 10-K for the Fiscal Year Endçd December 21_2_Q22
Item 10. Directors, Executive Officers and Corporate Governance page 11 9
1. For each director identified beginning on page 119, please expand your disclosure to
briefly discuss the specific experience, qualifications, attributes or skills that led to the
conclusion that the person should serve as a director in light of your business and
structure. See to Item 401(e) of Regulation S-K.
Attach IPUC 154 -1 .pdf Page 2 of 3
ID PAC-E-11-12
IPUC 154 Attachment IPUC 154-1
Mr, Douglas K Stuver
Pacificorp
August 27, 2010
Page 2
Item Ii, Executive Compensation. page 121
Annual Incentive Plan. page 122
2. We note your disclosure in the first paragraph on page 122 that the annual discretionary
cash incentive awards under your Annual Incentive Plan are not based on a specific
formula or cap. However, you then state that "an individual NEO's performance is
measured against defined objectives-." Please disclose these objectives for each of your
NEO's and whether the objectives were met See Tram 402(b) of Regulation SK.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require. Since the company and its management are
in possession of all facts relating to a company's disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
In responding to our comments, please provide a written statement from the company
acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclosure in the filing;
• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and
• the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.
In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Division of Corporation Finance in our review of your
filings or in response to our comments on your filings.
Please contact Chris Chase, Staff Attorney, at [phone], with questions regarding
these comments or me at (202) 55 1-3720 with any other questions.
Sincerely,
H, Christopher Owings
Assistant Director
Attach IPUC 154 -1.pdf Page 3 of 3