20131112Notice of Affiliate Transaction.pdf

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\ A MTDAMEBTCAN ENEBGY HOLDINGS COMPANY
Mark C. Moench
Senior Vice President and General Counsel
201 S, Muin Steet, Suite 2400
salt Lake cia, aT 84111
! I Bot-22044s9 ollice
801-2204058 Fax
ma r h. m o en c h@1t ac ift. c o rp. c o m
November ll,20l3
VA OVERNIGHT DELIWRY
Idaho Public Utilities Commission
472West Washington
Boise,ID 83702-5983
Jean D. Jewell
Commission Secretary
PacifiCorp Notice of Affiliate Transaction
Case No. PAC-E-05-8
Dear Ms. Jewell:
This letter will serve as notice pursuant to Commitment I l7(2\ incorporated in the
Idaho Public Utilities Commission Order No. 29973 issued February 13,2006, as supplemented
by Order No. 29998 March 14, 2006, in the above-referenced proceeding, approving the
acquisition of PacifiCorp by MidAmerican Energy Holdings Company (MEHC), of an affiliate
interest transaction between American Express Travel Related Services Company, Inc. (AXP)
and the Company for travel-related services. MEHC entered into a master Business Travel
Services Agreement, including a Statement of Work (Agreement) on behalf of its platforms.
MEHC platforms may execute an Affiliate Addendum to become a party to the Agreement.
PacifiCorp intends to participate in the Agreement by executing an Affiliate Acceptance Letter,
which is included with the Agreement as Exhibit C. The Agreement contains commercially-
sensitive information and is submitted under seal, and the Company requests that it be made
confidential. PacifiCorp is required under the Agreement to maintain the confidentiality of the
entire agreement. Additionally, the Agreement contains terms and conditions resulting from
negotiations between the parties, the disclosure of which could erode the Company's bargaining
power in the future. A copy of the Agreement is included as Confidential Attachment A.
PacifiCorp is a wholly-owned indirect subsidiary of MEHC. MEHC is a subsidiary of
Berkshire Hathaway, Inc. (Berkshire Hathaway). As of March 31,2010, Warren E. Buffet (an
individual who may be deemed to control Berkshire Hathaway), Berkshire Hathaway, various
subsidiaries of Berkshire Hathaway and various employee benefit plans of Berkshire Hathaway
subsidiaries together held an interest in excess of 5 percent in AXP. Therefore, Berkshire
Hathaway's ownership interest in AXP may create an affiliated interest in some PacifiCorp
jurisdictions.
AXP will be the Company's preferred travel agency and will provide travel reservations
and online booking services. Services provided by AXP will provide savings to PacifiCo{p over
the costs incurred for travel services from the previous vendor. Pricing information for the
Re:
Jean D. Jewell
Notice of Affiliate Transaction
November ll,20l3
services provided by AXP is contained in Exhibit A to Confidential Auachment A. PacifiCorp
anticipates spending $35,000 per year on travel services purchased from AXP.
PacifiCorp operates in six states. Company employees travel for business purposes, such
as attending regulatory commission proceedings and attending to job functions that cover more
than one state. Relying on travel services provides an efficient and cost-effective way of
managing travel needs and expense. Accordingly, the transaction is consistent with the public
interest. AXP was selected as the best evaluated provider as the result of a competitive bid.
Please do not hesitate to contact me if you have any questions.
Best Regards,
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Mark C. Moench
Senior Vice President and General Counsel
PacifiCorp
Enclosures
CONFIDENTIAL ATTACHMENT A
Business Travel Service Agreement