20221122Notice of Affiliate Transaction.pdf

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Richard J. Garlish
Wce President and General Counsel
1407 W. North Temple, Suite 320
Salt Lake CiO, UT 81116
801-220-2533 Oflice
ric h ard g ar lis h@t aciJico rp. com
RE
November 22,2022
VU ELECTRONIC FILING
Idaho Public Utilities Commission
I l33l W. Chinden Blvd.
Building 8 Suite 20lA
Boise, lD 83714
Attention Jan Noriyuki
Commission Secretary
PacifiCorp Notice of Affiliate Transaction
Case No. PAC-E-05-8
Dear Ms. Noriyuki:
This letter will serve as notice pursuant to Commitmentl 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 (now "Berkshire Hathaway Energy
Company" or .'BHE"), of an indirect affiliate interest transaction with Bank of America N.A.
("Bank of America") and Bank of New York Mellon Corporation ("BNYM"). PacifiCorp intends
to engage these two banks as underwriters for an upcoming First Mortgage Bond issuance
tentatively scheduled for November 2022. PacifiCorp solicited underwriting proposals from a
number of sources. Several banks responded, including Bank of America and BNYM. The
Company selected Bank of America as a passive underwriter and BNYM as one of 10 co-managers
for this bond offering. The selection of Bank of America and BNYM was not influenced by
Berkshire Hathaway's ownership interest.
PacifiCorp is a wholly-owned, indirect subsidiary of Berkshire Hathaway Energy Company
(BHE). BHE is a subsidiary of Berkshire Hathaway, Inc (Berkshire Hathaway). Warren E. Buffett
(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 five percent in each of Bank of America and
BNYM. Therefore, Berkshire Hathaway's ownership interest in these banks may create an
affiliated interest in some PacifiCorp jurisdictions.
Idaho Public Utilities Commission
November 22,2022
Page2
As a public utility, the Company is expected to acquire, construct, improve, and maintain sufficient
utility facilities to serve its customers adequately and reliably at reasonable cost. Issuance of Bonds
are part of a program to finanoe the Company's facilities taking into consideration prudent capital
ratios, earning coverage tests and market uncertainties as to the relative merits of the various types
of securities the Company could sell. Accordingly, the transaction to which Bank of America and
BNYM will be a party, is consistent with the public interest.
Please do not hesitate to contact me if you have any questions.
Best Regards,
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Richard J. Garlish
Vice President and General Counsel
PacifiCorp