20170124Redacted Notice of Affiliate Transaction.pdf

January 24, 2017
Idaho Public Utilities Commission
472 West Washington
Boise, ID 83702-5983
Attention: Diane Hanian
Commission Secretary
Re: PacifiCorp Notice of Affiliate Transaction
Case No. PAC-E-05-8
Dear Ms. Jewell:
R. Jeff Richards
Vice President and General Counsel
1407 W. North Temple, Suite 320
Salt Lake City, UT 84116
801-220-4734 Office
[e-mail]
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This letter will serve as notice pursuant to Commitment I 17(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 (now "Berkshire
Hathaway Energy Company" or "BHE"), of an affiliate interest transaction between GBT US
LLC, doing business as American Express Global Business Travel (GBT) and the Company for
travel-related services. Berkshire Hathaway Energy Company (BHE) entered into a master
Business Travel Services Agreement, including a Statement of Work (Agreement) on behalf of
its platforms. BHE platforms may execute an Affiliate Acceptance Letter 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 Company provides
the Agreement as confidential in accordance with the Commission's rules. 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 BHE. BHE is a subsidiary of Berkshire
Hathaway, Inc. (Berkshire Hathaway). Berkshire Hathaway holds American Express Company
common stock totaling greater than a five percent interest. GBT is a subsidiary of the American
Express Company. Therefore, Berkshire Hathaway's ownership interest in American Express
Company, and American Express Company's ownership interest in GBT may create an affiliated
interest in some PacifiCorp jurisdictions.
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Diane Hanian
Notice of Affiliate Transaction
January 24, 2017
GBT will be the Company's preferred travel agency and will provide travel reservations and
online booking services. Travel related services are currently provided to PacifiCorp by
American Express Travel Related Services Company, Inc. (AXP) through a Business Travel
Services Agreement between AXP and MidAmerican Energy Holdings Company, which
PacifiCorp participates in. PacifiCorp previously provided notice of the existing agreement with
AXP. The Company used its standard request for proposal procurement process when seeking a
vendor to replace its existing business travel services vendor as described in the Agreement.
GBT was the lowest bidder. Pricing information for the services provided by GBT is contained
in Exhibit B to Confidential Attachment A. PacifiCorp anticipates spending approximately
$150,000 over the three-year term of the agreement on travel services purchased from GBT.
PacifiCorp operates in six states. 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. GBT 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,
R. Jeff Richards
Vice President and General Counsel
PacifiCorp
Enclosures
CONFIDENTIAL
IDAHO AFFILIATED INTEREST FILING
CONFIDENTIAL
ATTACHMENT A
AGREEMENT
This attachment is confidential in its entirety and will be provided under separate cover.