HomeMy WebLinkAbout20060606Exhibits B-D-E-F.pdfEXHIBIT B
BYLAWS
ACIFICORP
As Amended Effective May 23, 2005
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ARTICLE I
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OFFICES
The principal office of the Company in the State of Oregon shall be in the City of Portland,
County of Multnomah. The Company may have such other offices, either within or without the
State of Oregon, as the Board of Directors may designate or as the business of the Company may,
from time to time, require.
ARTICLEll
SHAREHOLDERS
A nnll::JI M~tinf. The annual meeting of the shareholders shall be held on the second
Wednesday in the month of May in each year, unless a different date is fixed by the Board of
Directors, at such time and place as are fixed by the Board of Directors and stated in the notice of
the meeting. The failure to hold an annual meeting at the time stated herein shall not affect the
validity of any corporate action.
Spec1::JI Meetinr;s. Special meetings of the shareholders, for any purpose or purposes
unless otherwise prescribed by statute, may be called by the Chairman of the Board, the President or
the Board of Directors and shall be called by the Chairman of the Board or the President upon the
written demand, describing the purpose or purposes for which the meeting is to be held, signed,
dated and delivered to the Company's Secretary, of the holders of not less than one-tenth of all the
outstanding votes of the Company entitled to be cast on any issue proposed to be considered at the
meeting.
2.3 PI ::Jce of M eetines, Meetings of the shareholders shall be held at such place, within or
without the State of Oregon, as may be designated by the Board of Directors.
2.4 Notice of M~tinB~. Written or printed notice stating the date, time and place of the
meeting and, in the case of a special meeting or where otherwise required. by law, the purpose or
purposes for which the meeting is called shall be mailed by the Secretary to each shareholder
entitled to vote at the meeting, and if required by iaw, to such additional shareholders as are entitled
to receive notice, at the shareholder's ~ddress shown in the Company's stock transfer books, with
postage thereon prepaid, not less than 10 nor more than 60 days before the-. date of the meeting.
F1xinf of Rer-oril Thte, For the purpose of detennining shareholders entitled to notice,
of a shareholders' meeting, to demand a special meeting, to vote or to take any other action, or
shareholders entitled to receive payment of any dividend, or in order to make a determination of
shareholders for any other proper purpose, the Board of Directors of the Company may fix a future
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date as the record date for any such determination of shareholders; such date in any case to be not
more than 70 days nor, in the case of a meeting, less than 10 days before the meeting or action
requiring a detennination of shareholders. The record date for any meeting, vote or other action of
the shareholders shall be the same for all voting groups.
Sh::Jreholi1ers' T.1~ for Meetinf. After a record date for a meeting has been fixed, the
Company shall prepare an alphabetical list of the names of all its shareholders entitled to notice of
the shareholders' meeting. The list shall be arranged by voting group and within each voting group
by class or series of shares and show the address of and number of shares held by each shareholder.
The shareholders' list shall be available for inspection by any shareholder, upon proper demand as
may be required by law, beginning two business days after notice of the meeting is given for which
the list was prepared and continuing through the meeting, at the Company's principal office or at a
place identified in the meeting notice in the city where the meeting will be held. The Company
shall make the shareholders' list available at the meeting and any shareholder or the shareholder
agent or attorney shall be entitled to inspect the list at any time during the meeting or any
adjournment. Refusal or failure to prepare or make available the shareholders' list does not affect
the validity of action taken at the meeting:
Quonlm; Ailjollmment.
(a) Shares entitled to vote as a separate voting group may take action on a matter at
a meeting only if a quorum of those shares exists with respect to that matter. A majority of the
votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group
for action in that matter.
(b) A majority of votes represented at the meeting, whether or not a quorum, may
adjourn the meeting from time to time to a different time and place without further notice to any
shareholder of any adjournment, except as may be required by law. At such adjourned meeting at
which a quorum is present, any business may be transacted that might have been transacted at the
meeting originally held.
( c) Once a share is represented for any purpose at a meeting, it shall be deemed
present for. quorum pwposes for the remainder of the meeting and for any adjournment of that
meeting unless a new record date is set for the adjourned meeting. A new record date shall be set if
the meeting is adjourned toa date more than 120 days after the date fixed for the original meeting.
Votinf Req111rement~; Action W1thollt Meeting
(a) If a quorum exists, action on a matter, other than the election of directors, is
approved if the votes cast by, the shares entitled to vote favoring the action exceed the votes cast
opposing the action, unless a greater number of affinnative votes is required by "law or the
Company's Restated Articles of Incorporation. If any share of capital stock of the Company is
entitled to more or less than one vote on any matter, every reference in these Bylaws to a majority
or other proportion of shares shall refer to such a majority or other proportion of votes entitled to be
cast.
(b) Action required or permitted by law to be taken at a shareholders' meeting may
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be taken without a meeting if the action is taken" by all the shareholders entitled to vote on the
action.. The action must be evidenced by one or more written consents describing the action taken,
signed by all the shareholders entitled to vote on the action and delivered to the Secretary for
inclusion in .the minutes or filing with the Company's records. Such action shall not be effective
unless, at least 10 days before the action is taken, any non-voting shareholder entitled to notice of
the proposed action is given written notice of the proposed action as required by law. Action taken
under this section is effective when the last shareholder signs the consent, unless the consent
specifies an earlier or later effective date.
Proxies. A shareholder may vote shares in person or by proxy by signing an
appointment. A shareholder may appoint a proxy by signing an appointment fOnD either personally
or by the shareholders attorney-in-fact. "An appointment of a proxy shall be effective when
received by the Secretary or other officer of the corporation authorized to tabulate votes.
2.1 0 Notke of Rns1ne~~i;. At any meeting of the shareholders, only such busm.ess shall be
conducted as shall have been brought before the meeting (a) by or at the direction of the Board of
Directors or (b) by any shareholder of the Company who is a beneficial or record holder at the time
of giving of the notice provided for in this Section 2., who shall be entitled to vote at such
meeting and who complies with the notice procedures set forth in this Section 2.10.' For business to
be properly brought before a shareholder meeting by a shareholder, the shareholder must have given
timely notice thereof in writing to the Secretary. To be timely, a shareholder's notice must be
delivered to or mailed and received at the principal executive offices ofthe Company as follows: (a)
for annual meetings, not less than 45 days nor more than 75 days prior to the date in the current year
corresponding to the day and month of mailing of the Company's proxy statement for the prior
years annual meeting, and (b) for other meetings, not less than 90 days nor more than 120 days
prior to the date of the meeting; provided, however, that in the event that less than 100 days' notice
or prior public disclosure of the date of such other meeting is given or made, notice the
shareholder to be timely must be received no later than the close of business on the 10 day
following the day on which such notice of the date of such other meeting was mailed or such public
disclosure was made. A shareholder's notice to the Secretary shall set forth as to each matter the
shareholder proposes to bring before the meeting (a) a brief description of the business desired to be
brought before the meeting and the reasons for, conducting such business at the meeting, (b) the
name and address of the shareholder proposing such business, (c) the class and number of shares of
the Company which are beneficially owned by the shareholder and (d) any material interest of the
shareholder in such business. If the shareholder is not a shareholder of record at the time of giving
the notice, the notice shall be accompanied by appropriate documentation of the shareholder's claim
of beneficial ownership. Notwithstanding anything in these Bylaws to the contrary, no business
shall be conducted at a shareholder meeting except in accorrumce with the procedures set forth in
this S(fCtion 2.10. The officer presiding at the meeting shall, if in the officer's opinion the facts
warrant, determine and declare to the meeting that business was not properly brought before the
meeting in accorrumce with the provisions of these Bylaws, and if such officer should so determine
such officer shall so declare to the meeting and any such business not properly brought before the
meeting shall not be transacted. Notwithstanding the foregoing provisions of this Section 2., a
shareholder shall also comply with all applicable requirements of the Securities Exchange Act of
1934, as amended, and the rules and regulations thereunder with respect to the matters set forth in
this Section 2.10.
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11 Nomln::Jtion of Dire-dors. Only persons who are nominated in accordance with the
procedures set forth in these Bylaws shall be eligible to serve as directors. Nominations of persons
for election to the Board of Directors of the Company may be made at a meeting of shareholders
(a) by or at the direction of the Board of Directors or (b) by any shareholder of the Company who is
a beneficial or record holder at the time of giving of notice provided for m this Section 2., who
shall be entitled to vote for the election of directors at the meeting and who complies with the
notiCe procedures set forth in this Section 2.11. Such nominations, other than those made by or at
the direction of the Board of Directors, shall be made pursuant to timely notice in writing to the
Secretary. To be timely, a shareholder s notice shall be delivered to or mailed and received at the
principal executive offices of the Company not less than 60 days nor more than 90 days prior to the
meeting; provided, however, that in the event that less than 70 days' notice or prior public
disclosure of the date of the meeting is given or made, notice by the shareholder to be timely must
be received no later than the close of business on the lO
th day following the day on which such
notice of the date of the meeting was mailed or such public disclosure was made. Such
shareholder's notice shall set forth (a) as to each person whom the shareholder proposes to nominate
for election or reelection as a director all information relating to such person that is required to be
disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (including
" such person s written consent to being named in the proxy statement as a nominee and to serving as
a director if elected); and (b) as to the shareholder giving the notice (i) the name and address ,of such
shareholder and (ii) the class and number of shares of the Company which are beneficially owned
by such shareholder. If the shareholder is not a shareholder of record at the time of giving the
notice, the notice shall be accompanied by appropriate documentation of the shareholder's claim of
beneficial ownership. At the request of the Board of Directors, any person nominated by the Board
of Directors for election as a director shall furnish to the Secretary that infonnation required to be
set forth in a shareholder s notice of nomination which pertains to the nominee; No person shall be
eligible to serve as a director of the Company unless nominated in accordance with the procedures
set forth in this Section 2.11. The officer presiding at the meeting shall, if in the officer s opinion
the facts warrant, determine and declare to the meeting that a nomination was not made in
accordance with the procedures prescribed by the Bylaws, and if such officer should so determine
such officer shall so declare to the meeting and the defective nomination shall be disregarded.
Notwithstanding the foregoing provisions of this Section 2., a shareholder shall also comply with
all applicable requirements ofthe Securities Exchange Act of 1934, as amended, and the rules and
regulations thereunder with respect to the matters set forth in this Section 2.11.
12 ronilllct of Meetinf. The officer presiding at any meeting of the shareholders shall
have authority to determine the agenda and order of business at the meeting and to adopt such rules
and regulations as may be necessary or desirable to promote the fair and efficient conduct of the
business of the m~eting.
ARTICLE III
BOARD OF DIRECTORS
DlIties ofRo::Jril of Directors; Rle-rJion. All corporate powers shall be exercised by or
under the authority of, and the business and affairs of the Company shall be managed under the
direction of, its Board of Directors, which shall be divided into three classes, as nearly equal in
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number as possible, with one class being elected each year. Members of a class shall be elected by
the shareholders, by a plurality of the votes cast at the meeting.
3.2 Nllmher, RlerJ1on ani! QII::J11fic::Jt1on The exact number of directors may, within the
limits of not less than nine (9) nor more than twenty-one (21) set forth in Article VI of the
Company's Restated Articles of Incorporation, be fixed and increased or decreased from time to
time by resolution of the Board of Directors. Directors shall hold office for a tenD of three years
and- until their successors are elected and qualified or the number of directors is decre~ed;
provided, however, that the term of office of any director shall not extend beyond the regular
quarterly meeting of the Board of Directors following the date the director. reaches age 70; and,
provided further, that the term of any director who is also an employee of the Company shall expire
at the date of the employee s retirement as an employee. No reduction in the number of directors
shall shorten the term of any incumbent director.
3.3 Re.fJJlar Me.etinfs. The Board of Directors may provide the time and place, either
within" or without the State of Oregon, for the holding of regular meetings of the Board of Directors
without other notice.
3.4 Spf'.c1::Jl MeetinB~. Special meetings of the' Board of Directors may be called by or at
the request of the Chainnan of the Board, the President or any two directors. The person or persons
authorized to call special meetings of the Board of Directors may fix any place, either within or
without the State of Oregon, as the place for holding any special meeting of the Board of Directors
called by them.
Notice. Notice of the date, time and place of any special meeting of the Board of
Directors shall be given at least 48 hours prior to the meeting by notice communicated in person, by
telephone, telegraph, teletype or other form of wire or wireless communication, or by mail or
private carrier. If mailed, notice shall be deemed effective when deposited in the United States mail
addressed to the director at the director s business address, with -postage thereon prepaid. Notice by
all other means shall be deemed effective when received by or on behalf of the director. Except as
otherwise provided by law or in the Company's Restated Articles of Incorporation , neither the
business" to be transacted at, nor the purpose of, any regular or special meeting of the Board of
Directors need be specified in the notice or waiver of notice of such meeting.
QlIomm. One third of the total number of directors fixed in accordance with Section
2 of these Bylaws shall constitute a quorum for the transaction of business at any meeting of the
Board of Directors. If less than a quorum is present at a meeting, a majority of the directors present
may adjourn the meeting from time to time without further notice.
Manner of Actinf. The act of the majority of the directors present at a meeting at
which a quorum is present shall be the act of the Board of Directors, unless a different number is
provided by law, the Restated Articles of Incorporation or these Bylaws.
V::Jc::Jnc1es. Any vacancy, including a vacancy resulting from an increase in the
number of directors, occurring on the Board of Directors may be filled by the shareholders, the
Board of Directors or the affirmative vote of a majority of the remaining directors if less than a
quorum of the Board of Directors or by a sole remaining director. Any directorship not filled by the
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directors shall be filled by election at an annual meeting or at a special meeting of shareholders
called for that purpose; if the vacant office was held by a director elected by a voting group of
shareholders, then only the holders of shares of that voting group are entitled to vote to fill the
vacancy. A director elected to fill a vacancy shall be elected to serve until the next meeting of
shareholders at which directors are elected and shall continue to serve until a successor shall be
elected and qualified or there is a decrease in the number of directors. A vacancy that will occur at a
specific later date, by reason of a resignation or otherwise, may be filled before the vacancy occurs
but the new director may not take office until the vacancy occurs.
C'.ompf'.ns::Ifion . By resolution of the Board of Directors, the directors may be paid a
reasonable compensation for their services as directors, and their expenses, if any, of attendance at
each meeting of the Board of Directors; provided, that no director who is also a full-time officer or
employee of the Company shall receive additional compensation as a director. No such payment
shall preclude any director from serving the Company in any other capacity and receiving
compensation therefor.
10 PreslImption of A~~f'.T1t . A director of the Company who is present at a meeting of the
Board of Directors or a committee of the Board of Directors shall be deemed to have assented to the
action taken unless (a) the director's dissent or abstention from the action is entered in the minutes
of the meeting, (b) the director delivers , a written notice of dissent or abstention to the action to the
presiding officer of the meeting before the adjournment thereof or to the Company immediately
after the adjournment of the meeting or (c) the director objects at the beginning of the meeting or
promptly upon the director s arrival to the holding of the meeting or transacting business at the
meeting. The right to dissent or abstain shall not apply to a director who voted in favor of the
action.
11 Rxecnt1ve C'.omm1ttf'.e . The Board of Directors, as soon as may be after its election in
each year, shall by resolution adopted by a majority of all the Directors in office when the action is
taken, designate from among its members an Executive Committee to consist of the officer
designated as Chief Executive Officer and two or more other directors. Such Committee shall have
and may exercise all of the powers of the Board during the intervals between its meetings which
may be lawfully delegated, subject to such limitations as may be provided by resolution of the
Board. The Board shall have the power at any time to change the membership of such Committee
and to fill vacancies in it. The Executive Committee may make rules for the conduct of its business
and may appoint such committees and assistants as it may deem necessary. A majority of the
members of such Committee shall be a quorum. The Executive Committee shall elect one of its
members as chairman.
12 Otner C'.ommlttees. The Board of Directors, by resolution adopted by a majority of all
the Directors in office when the action is taken, from time to" time " may establish, fix the
membership, define the duties and appoint the members of each of such other committees 'of the
Board of Directors as it shall determine. One-third of the members of each such other committee
but in no case fewer than two directors, shall be a quorum of the committee.
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ARTICLE III - A
SPECIAL NUCLEAR COMMITTEE
3A.R~::Jhl-j~hment off'.ommittee: Memh~h1p . The Board of Directors shall establish a
Special Nuclear Committee; The members of the Special Nuclear Committee shall be elected by
the Board of Directors from their number. The membership of the Special Nuclear Committee
shall consist of three directors, or such larger number as the Board of Directors, from time to time
shall determine. No director may serve on the Special Nuclear Committee unless such director is a
citizen of the United States of America. A majority of the members of the Special Nuclear
Committee shalt at all times be made up of directors ("Independent Directors ) who are not current
or former employees of the Company or of any other affiliated entity (a) that owns, directly or
indirectly through one or more subsidiaries, a majority of the outstanding capital stock of the
Company, (b) a majority of the outstanding equity securities of which is owned, directly or
indirectly through one or more subsidiaries, by the Company, or (c) a majority of the outstanding
equity securities of which is owned, directly or indirectly through one or more subsidiaries, by any
entity referred to in clause (a) of this paragraph 3A.1.
3A.Tp.rrn;RP.111ov31.Each member of the Special Nuclear Committee shall serve for a
term commencing on the date of election to the Special Nuclear Committee and ending when such
member s term as a director expires. During any director s term as a member of the Special
Nuclear Committee, such member shall not be removed except for willful and continued failure
such member to substantially perform his or her duties to the Company in accordance with these
bylaws, or such member s conviction of fraud, embezzlement, theft or other criminal conduct
involving a felony.
3A.3 RegJ11::Jr Mep.tinfs.Regular meetings of the Special Nuclear Committee may be held at
such places and at such times as the members of the Special Nuclear Committee may by vote from
time to time determine, and if so determined, no notice thereof need be given.
3AA Sperl::Jl Meetinfs, Special meetings of the Special Nuclear Committee may be held at
any time and at any place when Icalled by two or more members of the Special Nuclear Committee
reasonable notice thereof being given to each member of the Special Nuclear Committee, or at any
time without call or fonnal notice, provided all the members of the Special Nuclear Committee are
present or waive notice thereof by a writing which is filed with the records of the meeting. In any
case it shall be deemed sufficient notice to a member of the Special Nuclear Committee to send
notice by mail or telegram at least forty-eight hours before the meeting addressed to such member at
his or her usual or last known business or residence address.
3A.5 Qnomm. A majority of the members of the Special Nuclear Committee shall
constitute a quorum for the transaction of business, but a lesser number may adjourn any meeting
from time to time, and the meeting may be held as adjourned without further notice. Except
otherwise provided, when a quorum is present at any meeting, a majority of the members in
attendance there at shall decide any question brought before such meeting.
3A.V 3cancles. If the office of any member of the Special Nuclear Committee, one or
more, elected by the Board of Directors pursuant to 3A.1 of this Article Ill-A, becomes vacant by
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reason of death, resignation, removal, disqualification or otherwise, the Board of Directors shall
choose a successor or successors ITomamong the members of the Board of Directors who are
citizens of the United States of America, who shall hold office for the unexpired term. Such
successors shall be chosen in such a manner to ensure that, after giving effect to their selection, a
majority of the members of the Special Nuclear Committee are Independent Directors, as such term
is defined in 3A.l of this Article ill-
3A.NlIdp.~r Authority Del/"i'lItf'nto Spec1::J1Nuc1ear Comm1tt/"R-. Except as otherwise
provided in 3A.8 of this Article ill-A, the Special Nuclear Committee shall have sole discretion and
decision-making authority on behalf of the Company as to all matters involving any interests that
the Company may hold, now or in the future, in any nuclear power facility, whether such ownership
interest is direct or indirect. Without limiting the generality of the foregoing, the Special Nuclear
Committee shall, except as otherwise provided in 3A.8 of this Article ill-A, have sole decision-
making authority with respect to all matters relating to the operation, maintenance, contribution of
capital, decommissioning, and fuel cycle matters With respect to all such nuclear power facilities.
The Special Nuclear Committee shall report , to the Board of Directors on ' a quarterly basis with
respect to its activities, but such reports shall be for informational purposes only, and any powers
that the Board of Directors generally might otherwise have with respect to any such matters are
except as otherwise provided in this Article III-A, permanently and irrevocably delegated to the
Special Nuclear Committee.
3A.Cerl31n DeC'-isions ResetV/"n to Bo::Jri! of D1redoTS. Notwithstanding 3A.7 of this
Article Ill-A, after consultation with the Special Nuclear Committee, the Board of Directors shall
have, with respect to any nuclear power facility in which the Company has a direct or indirect
interest, the following rights:
(a) The right to determine to sell, lease or otherwise dispose of the Company
interest in any such facility;
(b)The right to authorize and determine the budget related to the facility, and
(c) The right to take any action with respect to any such nuclear facility that is
ordered by the Special Nuclear Committee or any other governmental agency or court of competent
jurisdiction.
3A.Acce~s to Restriden TnfonTI::Jtion. To the extent that the Company, by virtue of its
ownership of any direct or indirect interest in any nuclear power facility, obtains any so-called
Restricted Data" as to which access is restricted pursuant to the provisions of the Atomic Energy
Act of 1954, as amended, or any rules, regulations or orders of the Nuclear Regulatory
Commission, access to any such information shall be limited solely to the members of the Special
Nuclear Committee, and the members of the Special Nuclear Committee shall ' not, without the
permission of the Nuclear Regulatory Commission, reveal any such information to any foreign
citizen or other person with whom it shall be unlawful to share any such information.
3A.10 Report of Foreif?1 Influence; Wh1stle Blower Proter-tions. In the event that any
member of the Special Nuclear Committee believes that any action by a foreign citizen is designed
to influence such member s behavior with respect to any nuclear power facility to the detriment of
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the national interest of the United States of America, such member is authorized and directed to
report such behavior to the Nuclear Regulatory Commission. The Company hereby extends to each
member of the Special Nuclear Committee the full protection afforded by the so-called "whistle
blower" regulations of the Nuclear Regulatory Commission as codified at 10 C.R. ~50., and
agrees that the phrase "protected activity" used therein shall include, with respect to each member
of the Special Nuclear Committee, any action or decision made by any such member pursuant to
this Article ill-A of these bylaws, including any votes cast by any such member.
3A.l1 menilments to Bylaw Provls1ons RelatinE; to Spf'.c1al Nnde::Jr C'.ommittee
Notwithstanding Article IX of these bylaws, the provisions of this Article ill-A shall not, without
the prior consent of the Nuclear Regulatory Commission, be amended or repealed unless and until
(a) the provisions of the Atomic Energy Act of 1954, as amended, or ' the applicable regulations
thereunder, are amended such as to remove the CUITent provisions thereof restricting foreign
ownership of nuclear power facilities, or (b) the Company shall, with the consent of the Nuclear
Regulatory Commission, have disposed of all of its interests ,in any nuclear power facilities. In the
event that either such condition shall have been met, the Company shall, prior to amending or
repealing the provisions of this Article ill-A, notify the Nuclear Regulatory Commission of its
intent to effect such amendment or repeal.
ARTICLE IV
OFFICERS
Nnmher. The officers of the Company shall be a Chairman of the Board (who shall be
a Director of the Company), a President, one or more Vice Presidents (who may be distinguished
from 'one another by ' such designations as the Board of Directors may specify), a Secretary, a
Treasurer, and if the Bo~d of Directors shall deem such an officer desirable, a Controller. Each of
the aforesaid officers shall be appointed by the Board of Directors. The Board of Directors shall
designate one of the officers of the Company (who shall also be a Director of the Company) as
Chief Executive Officer. Other officers and assistant officers may be appointed as determined by
the Board of Directors. Any two or more offices may be held by the same person.
Appo1ntment ::Jilil Ten11 of Office. With the exception of the initial appointment of any
new officer or assistant officer, or the initial election of an officer to another or different office
which, may be at any meeting of the Board of Directors, the officers of the Company shall'
appointed annually at the first meeting of the Board of Directors held after each annual meeting of
the shareholders. If the appointment of officers shall not be held at such meeting, such appointment
shall be held as soon thereafter as conveniently may be. Each officer shall hold office until a
successor shall have been duly appointed and shall have qualified or until such officer's death,
resignation, or removal from office in the manner hereinafter provided.
4.3 Removal.Any officer or agent appointed by the Board of Directors may be removed
by the Board of Directors with or without cause, but such removal shall be without prejudice to the
contract rights, if any, of the person so removed. The appointment of an officer does not itself
create contract rights.
4.4 V::Jc::JnC'-if'.s vacancy in any office because of death, resignation" removal
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disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of
the term.
Ch:l11T11::Jn of the Ro:lril. The Chainnan of the Board of Directors shall preside at all
meetings of the Board of Directors and shall perfonn other duties assigned by the Board of
Directors.
Chief Executive Officer. The Chief Executive Officer shall be the chief executive
officer of the Company and, subject to the control of the Board of Directors, shall in general
supervise and control all of the business and affairs of the Company.
Pres1i1ent. The President shall perform all duties incident to the office of President and
such other duties as from time to time may be assigned by the Chief Executive Officer or the Board
of Directors.
Vice Pres1i1ents. Each of the Vice Presidents shall perfonn such duties as from time to
time may be assigned by the Chief Executive Officer or the Board of Directors.
Tre::Jsurer. The Treasurershall perfonn the duties usually pertaining to such office and
such other duties as from time to time may be assigned by the Chief Executive Officer or the Board
of Directors. The Treasurer shall give a bond for faithful discharge of the Treasurer's duties in such
sum and with such surety or sureties as the Board of Directors shall detennine.
10 Secret::Jry The Secretary shall have the responsibility for preparing minutes of all
meetings of the directors and shareholders and for authenticating records of the Company. The
Secretary shall in addition perfonn other duties assigned by the Chief Executive Officer or the
Board of Directors.
11 Other Officers. Other officers and assistant officers shall perfonn such duties as from
time to time may be assigned to each of them by the Chief Executive Officer or the Board of
Directors.
12 S::Jl::Jries. The salaries of the officers shall be fixed from time to time by the Board of
Directors, and no officer shall be prevented from receiving such salary because the officer is also a
director of the Company.
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ARTICLE V
INDEMNIFICATION
The Company shall indemnify to the fullest extent not prohibited by law any person who is
made, or threatened to be made
, ,
a party to an action, suit or proceeding, whether civil, criminal
administrative, investigative, or otherwise (including an action, suit or proceeding by or in the right
of the Company) by reason of the fact that the person is or was a director, officer, employee or
agent of the Company or a fiduciary within the meaning of the Employee Retirement Income
Security Act of 1974 with respect to any employee benefit plan of the Company, or serves or served
at the request of the Company as a director, officer, employee or agent, or as a fiduciary of
employee benefit plan, of another corporation, partnership, joint venture, trust or other enterprise.
The Company shall pay for or reimburse the reasonable expenses incurred by any such person in
any such proceeding in advance of the final disposition, of the proceeding to the fullest extent not
prohibited by law. This Article shall not be deemed exclusive of any other provisions for
indemnification or advancement of expenses of directors, officers, employees, agents and
fiduciaries that may be included in any statute, bylaw, agreement, general or specific action of the
Board of Directors, vote of shareholders or otherwise.
ARTICLE VI
ISSUANCE OF SHARES
C'.p-rtific::Jtes for Sh::trp.~
(a) Certificates representing shares of the Company shall be in,fonn detennined by
the Board of Directors. Such certificates shall be signed by the Chainnan of the Board, the
President or a Vice President, and by the Secretary or an Assistant Secretary or the Treasurer or an '
Assistant Treasurer and may be sealed with the seal of the Company or a facsimile thereof. All
certificates for shares shall be consecutively numbered or otherwise identified. The signatures of
officers upon a certificate may be facsimiles.
(b) Every certificate for shares of stock that are subject to any restriction on transfer
pursuant to the Restated Articles of Incorporation, the Bylaws, applicable securities laws
agreements among or between shareholders or any agreement to which the Company is a party shall
have conspicuously noted on the face or back of the certificate either the full text of the restriction
or a statement of the existence of such restriction and that the Company retains a copy of the
restriction. Every certificate issued when the Company -is authorized to issue more than one class
or series of stock shall set forth on its face or back either the full text of the designations, relative
rights, preferences and limitations of the shares of each class and series authorized to be issued and
the authority of the Board of Directors to determine variations for future series or a statement of the
existence of such designations, relative rights, preferences and limitations and a statement that the
Company will furnish a copy thereof to the holder of such certificate upon written request and
without charge.
(c) All certificates surrendered to the Company for transfer shall be canceled, and
no new certificate shall be issued until the fonDer certificate for a like number of shares shall have,
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been surrendered and canceled, except that in case of a lost, destroyed or mutilated certificate a new
one may be issued therefor upoI! such terms and indemnity to the Company as the Board of
Directors prescribes.
Tnmsfer of Sh~Tf'. Transfer of shares of the Company shall be made only on the stock
transfer books of the Company by the holder of record thereof or by the holder's legal
representative, who shall furnish proper evidence of authority to transfer, or by the holders attorney
thereunto authorized by power of attorney duly executed.
6.3 TT::Jnsfer A Ermt ~nil R e.v~tr3r The Board of Directors may from time to time appoint
one or more transfer agents and one or more registrars for the shares of the Company, with such
powers and duties as the Board of Directors determines by resolution.
6.4 Officer C'.e~s1nE to Act.If the person who signed a share certificate, either manually or
in facsimile, no longer holds office when the certificate is issued, the certificate is nevertheless
valid.
ARTICLE vn
CONTRACTS, LOANS, CHECKS AND OTHER INSTRUMENTS
C'.ontr::Jcts . The Board of Directors may authorize any officer or officers, or agent or
agents to enter into any contract or execute and deliver any instrument in the name of and on behalf
of the Company, and such authority may be general or confined to specific instances.
Loans. No loans shall be contracted on behalf of the Company and no evidence of
indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors.
Such authority may be general or confined to specific instances.
7.3 C'.he.ch , DT::Jftf;, etc. All checks, drafts or other orders for the payment of money and
notes or other evidences of indebtedness issued in the name of the Company shall be signed by such
officer or officers, or agent or agents of the Company and in such manner as shall from time to time
be determined by resolution of the Board of Directors.
7.4 Depos1ts, All funds of the Company not otherwise employed shall be deposited from
time to time to the credit of the Company in such banks, trust companies or other depositaries as the
Board of Directors or officers of the Company designated by the Board of Directors may select; or
be invested as authorized by the Board of Directors.
ARTICLE
MISCELLANEOUS PROVISIONS
Seal. The corporate seal of the Company shall be circular in fonD and shall bear an
inscription containing the name of the Company, the year 1910 and the state of incorporation.
SeveT::Jh11ity. Any detennination that any provision of these Bylaws is for anyreason
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inapplicable, invalid, illegal or otherwise ineffective shall not affect or invalidate any other
provision of these Bylaws.
8.3 W::Jlve.r of Notice
(a) A shareholder may at any time waive any notice required by these Bylaws, the
Restated Articles of Incorporation or the provisions of any applicable law. Such waiver shall be in
writing, be signed by the shareholder entitled, to the notice and be delivered to the Company for
inclusion in the minutes for filing with the corporate records. A shareholder's attendance at a
meeting waives objection to (i) lack of notice or defective notice of the meeting, unless the
shareholder at the beginning of the meeting objects to holding the meeting or transacting business at
the meeting and (ii) consideration of a particular matter at the meeting that is not within the purpose
or purposes described in the meeting notice, unless the shareholder objects to considering the matter
when it is presented.
(b) A director may at any time waiv~ any notice required by these Bylaws, the
Restated Articles of Incorporation or the provisions of any applicable law. Except as set forth
below, such waiver must be in writing, be signed by the director entitled to the notice, must specify
the meeting 'for which notice is waived and must be filed with the minutes or corporate records. A
director's attendance at or participation in ameeting waives any required notice to the director of the
meeting unless the director at the beginning of the meeting, or promptly upon the director s arrival
objects to holding the meeting or transacting business at the meeting and does not thereafter vote
for or assent to action taken at the meeting.
8.4 Rnrjnee.rinf DeC1S10ns 1n Wash1nE1on. Engineering decisions pertaining to any project
or engineering activities' in' the State of Washington shall be made by the engineer designated by or
in accordance with resolutions of the Board of Directors.
8.5 Ore.fon C'.ontrol Share Act.Sections 60.801 to 60.816 of the Oregon Business
Corporation Act, known as the "Oregon Control Share Act " do not apply to acquisitions of
the Company s voting shares (as defined in the Oregon Control Share Act).
ARTICLE IX
AMENDMENTS
The Company's Bylaws may be amended or repealed or new bylaws may be made: (a) by the
affirmative vote of the holders of record, of a majority of the outstanding capital stock of the
Company entitled to vote thereon, irrespective of class, given at any annual or special meeting of
the shareholders; provided that notice of the proposed amendment, repeal or new bylaw or bylaws
, be included in the notice of such meeting or waiver thereof; or (b) by the affirmative vote of a
majority of the entire Board of Directors given at any regular meeting of the Board, or any special
meeting thereof; provided that notice of the proposed amendment, repeal or new bylaw or bylaws
be included in the notice of such meeting or waiver thereof or all of the directors at the time in
office be present at such meeting.
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EXHIBIT D
PACIFICORP
UNCONSOLIDATED BALANCE SHEET
DECEMBER 31, 2005
PAc -- E- o~-o 7
ASSETS AND OTHER DEBITS TOTAL CORPORATION PROPOSED FINANCING TOTAL PROFORMA
UTILITY PLANT
ELECTRIC PLANT IN SERVICE 1101-106 1141 14,532,898 825 532,898 825
CONSTRUCTION WORK IN PROGRESS - ELECTRlc(ion 594 604 038 594 604 038
TOTAL UTILITY PLANT 127 502,863 127 502,863
ACCUM PROV FOR DEPR/AMORT/DEPL (108, 110, 111, 115\129,967 945 129 967 945
UTILITY PLANT - NET 997 534 918 997 534 918
OTHER PROPERTY AND INVESTMENTS
NONUTILITY PROPERTY 1121)836,483 836,483
ACCUM PROV FOR DEPRIAMORT OF NON UTILITY PROP (122)128,545 128 545
INVESTMENT IN ASSOCIATED COMPANIES 1123\579 182 579 182
INVESTMENT IN SUBSIDIARY COMPANIES (123,1 \853,402 853 402
OTHER INVESTMENTS 1124\179 747 179 747
OTHER SPECIAL FUNDS 1128)053,888 053 888
LONG-TERM PORTION OF DERIVATIVE ASSETS 1175)504 831 076 504 831 076
TOTAL OTHER PROPERTY & INVESTMENTS 714 205 233 714 205 233
CURRENT AND ACCRUED ASSETS
CASH 1131)17,694 774 694 774
SPECIAL DEPOSITS (132-134\698 954 10,698 954
WORKING FUNDS (135)720 720
TEMPORARY CASH INVESTMENTS 1136)113 778 292 247 017,722 360;796 014
NOTES RECEIVABLE 1141\028 037 028 037
CUSTOMER ACCOUNTS RECEIVABLE 1142\259 768,410 259 768,410
OTHER ACCOUNTS RECEIVABLE 1143)666 819 666 819
ACCUMULATED PROV FOR UNCOLLECTIBLE ACCOUNTS 1144)10,876 951 876 951
ACCOUNTS RECEIVABLE FROM ASSOCIATED COMPANIES 1146)882,277 882 277
FUEL STOCK (151-152)56,631 067 631 067
MATERIALS AND SUPPLIES (154-163)117 959,772 117 959 772
PREPAYMENTS (165)709,424 709 424
INTEREST AND DIVIDENDS RECEIVABLE 1171)987 987
RENTS RECEIVABLE 1172)571,410 571,410
ACCRUED UTILITY REVENUES 1173)169 648 000 169 648 000
MISCELLANEOUS CURRENT AND ACCRUED ASSETS 1174)151 667 151 667
DERIVATIVE INSTRUMENT ASSETS 1175\884 958 679 884 958 679
LESS) LONG-TERM PORTION OF DERIVATIVE ASSETS 1175)504 831,076 504 831,076
TOTAL CURRENT AND ACCRUED ASSETS 168 538 262 247 017 722 1,415 555 984
DEFERRED DEBITS
UNAMORTIZED DEBT EXPENSE 1181)071 762 071 762
UNRECOVERED PLANT AND REGULATORY STUDY COSTSI182,839 912 839 912
OTHER REGULATORY ASSETS 1182.885 243,418 885 243,418
PRELIMINARY SURVEY & INVESTIGATION CHARGES 1183)388 689 388 689
TEMPORARY FACILITIES 1185\134 081 134 081
MISCELLANEOUS DEFERRED DEBITS 1186\65,950 331 950 331
UNAMORTIZED LOSS ON REACQUIRED DEBT 1189\285 935 285 935
ACCUMULATED DEFERRED INCOME TAXES 119m 687 255,514 687 255 514
TOTAL DEFERRED DEBITS 706 169 642 706 169 642
TOTAL ASSETS 586,448 055 247 017 722 833 465 777
EXHIBIT D
PAGE 1 OF 2
: ,::.
EXHIBIT D
PACIFICORP
UNCONSOLIDATED BALANCE SHEET
DECEMBER 31, 2005
LIABILITIES AND OTHER CREDITS TOTAL CORPORATION PROPOSED FINANCING TOTAL PROFORMA
PROPRIETARY CAPITAL
COMMON STOCK ISSUED (201)308 226 675 442 122 222 750 348,897
PREFERRED STOCK ISSUED 1204)41,463 300 41,463 300
OTHER PAID-IN CAPITAL (208-211)973 218 973 218
CAPITAL STOCK EXPENSE (214)288 207 288 207
RETAINED EARNINGS 1215, 215,, 216)492 556 075 12,345 157 504 901 232
UNAPPROP/UNDISTRIB SUBSIDARY EARNINGS (216.673 226 673 226
ACCUMULATED OTHER COMPREHENSIVE INCOME 1219)067 964 067 964
TOTAL PROPRIETARY CAPITAL 802 536 323 454,467 379 257 003 702
LONG-TERM DEBT
BONDS (221)007,276 242 007,276 242
OTHER LONG-TERM DEBT 1224)000 000 000 000
UNAMORTIZED PREMIUM ON LONG-TERM DEBT (225)46,435 46,435
UNAMORTIZED DISCOUNT ON LONG-TERM DEBT (226)397 420 397,420
TOTAL LONG-TERM DEBT 046 925 257 046 925 257
OTHER NONCURRENT LIABILITIES
OBLIGATIONS UNDER CAPITAL LEASES 1227)119 090 119 090
ACCUMULATED PROVISION FOR PROPERTY INSURANCE (228,590 161 590 161
ACCUMULATED PROVISION FOR INJURIES & DAMAGES (228,206 521 206 521
ACCUMULATED PROVISION FOR PENSIONS & BENEFITS (228.3)432 165,438 432 165 438
ACCUMULATED MISCELLANEOUS OPERATING PROVISIONS (228.4)929,426 929,426
ACCUMULATED PROVISION FOR RATE REFUNDS 1229)377 377
LONG-TERM PORTION OF DERIVATIVE LIABILITIES 533 082 317 533 082 317
ASSET RETIREMENT OBLIGATION 1230)393 140 393,140
TOTAL OTHER NONCURRENT LIABILITIES 107 486,470 107,486,470
CURRENT AND ACCRUED LIABILITIES
NOTES PAYABLE (231)215 000 000 1215 000 000
ACCOUNTS PAYABLE (232)346,405 807 346,405 807
NOTES PAYABLE TO ASSOCIATED COMPANIES 1233)649 520 649 520
ACCOUNTS PAYABLE TO ASSOCIATED COMPANIES (234)599 395 599 395
CUSTOMER DEPOSITS (235)286 140 286,140
TAXES ACCRUED (236)27,310,489 550 343 860 832
INTEREST ACCRUED (237)036,300 036 300
DIVIDENDS DECLARED (238)520 947 520 947
TAX COLLECTIONS PAYABLE (241)093 258 093 258
MISCELLANEOUS CURRENT AND ACCRUED LIABILITIES (242)282 282 282 282
OBLIGATIONS UNDER CAPITAL LEASES 1243)553 086 553 086
DERIVATIVE INSTRUMENT LIABILITIES (244)743 246 559 743 246 559
LESS) LONG-TERM PORTION OF DERIVATIVE LIABILITIES 533 082 317 533 082 317
TOTAL CURRENT AND ACCRUED LIABILITIES 979 901,466 (207 449 657)772,451 809
DEFERRED CREDITS
CUSTOMER ADVANCES FOR CONSTRUCTION 1252)546 023 546 023
OTHER DEFERRED CREDITS 1253)591 991 591 991
OTHER REGULATORY LIABILITIES 1254)198 320 601 198 320 601
ACCUMULATED DEFERRED INVESTMENT TAX CREDITS 1255)69,608 060 608 060
UNAMORTIZED GAIN ON REACQUIRED DEBT (257)140,415 140,415
ACCUM DEFERRED INCOME TAXES - ACCEL AMORTIZTN (281)634,485 634,485
ACCUM DEFERRED INCOME TAXES-LlBRLZ DEPRECIATION 1282)981,854 886 981 854 886
ACCUM DEFERRED INCOME TAXES-OTHER (283)330,902 078 330 902 078
TOTAL DEFERRED CREDITS 649 598 539 649 598 539
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY 586,448 055 247 017,722 833,465 777
EXHIBIT D
PAGE 2 OF 2
PacifiCorp
Pro Forma Issuance of 30,000,000 shares of Common Stock
Proposed Journal Entries for the 12 Months Ended December 31,2005
Cash 131
201Common Shares Issued
Proceeds of issuing 39,902,728 shares at $11.08 per share
Temporary Cash Investment
Cash
Transfer of cash to money market investment
136
131
Notes Payable - Commercial Paper
Temporary Cash Investment
Proceeds used to retire existing short-term debt
231
136
Temporary Cash Investment 136Interest Income 419/216
Interest earned on remaining balance of money market investment
Temporary Cash Investment 136Other Interest Expense 431/216
Reduced interest expense resulting from short-term debt paid off
Income Taxes - Federal (33.41% effective rate) 409/216
Income Taxes - State (4.54% effective rate) 409/216Taxes Accrued 236
Net tax effect of above two interest income interest expense amounts
442 122 222
442 122 222
442 122 222
442 122 222
215 000 000
215 000 000
10,220 500
220 500
675 000
675,000
647 087
903 256
550 343
Pro Forma Assumptions:
1) 30 000 000 shares of common stock issued in addition to 9 902 728 shares actually issued on March 21 2006
to PacifiCorp Holdings, Inc., the parent company on that date.
2) Common stock issued at per share price equal to book value at February 28, 2006 of $11.08 with no stock
issuance cost.
3) Proceeds of common stock issuance used to retire December 31 , 2005 short-term debt balance with
remaining proceeds invested at assumed 4.5% short-term debt rate.
4) Effective federal income tax rate of 33.41 % and effective state tax rate of 4.54%.
EXHIBIT E
PACIFICORP
UNCONSOLIDATED STATEMENT OF INCOME
12 MONTHS ENDED DECEMBER 31 2005
AC- ~
.~
00- 0 t-'J
TOTAL CORPORATION PROPOSED FINANCING TOTAL PROFORMA
UTILITY OPERATING INCOME
OPERATING REVENUES 3,438 952 088 438 952 088
OPERATION AND MAINTENANCE EXPENSE
OPERATION 929 373 826 929 373 826
MAINTENANCE 311 914,442 311 914,442
TOTAL OPERATION AND MAINTENANCE EXPENSE 241 288,268 241 288 268
DEPRECIATION 372 668 587 372 668 587
AMORTIZATION 054 527 054 527
TAXES OTHER THAN INCOME TAXES 297 630 297 630
INCOME TAXES -- FEDERAL 781 130 647 087 102 428 217
-- STATE 878 018 903 256 781 274
PROVISION FOR DEFERRED INCOME TAXES 549 578 549 578
INVESTMENT TAX CREDIT ADJUSTMENTS -- NET 854 860\854 860
GAINS FROM DISPOSITION OF UTILITY PLANT
LOSSES FROM DISPOSITION OF UTILITY PLANT 094 094
ACCRETION EXPENSE
GAINS FROM DISPOSITION OF ALLOWANCES 224 770 224 770
OTHER UTILITY OPERATING INCOME - STEAM HTG
UTILITY OPERATING INCOME 519 453 886 550 343 511 903 543
OTHER INCOME AND DEDUCTIONS
OTHER INCOME
INCOME FROM MERCHANDISING 367 663 367 663
INCOME FROM NONUTILITY OPERATIONS 834 838 834 838
NONOPERATING RENTAL INCOME 539 539
EQUITY IN EARNINGS OF SUBSIDIARY COMPANIES 839 244 839 244
INTEREST AND DIVIDEND INCOME 876 811 220 500 097 311
ALLOW FOR FUNDS USED DURING CONSTRUCTION 915 057 915 057
MISCELLANEOUS NONOPERATING INCOME 396,466,451 396 466 451
GAIN ON DISPOSITION OF PROPERTY 142 752 142 752
TOTAL OTHER INCOME 417 484 355 220 500 427 704 855
OTHER INCOME DEDUCTIONS
LOSS ON DISPOSITION OF PROPERTY 650 349 650,349
MISCELLANEOUS AMORTIZATION 629,194 629 194
MISCELLANEOUS INCOME DEDUCTIONS 355 901,412 355 901 412
TOTAL OTHER INCOME DEDUCTIONS 357 180,955 357 180 955
TAXES APPLIC TO OTHER INCOME & DEDUCTIONS
TAXES OTHER THAN INCOME TAXES 211 423 211 423
INCOME TAXES 805 499 805,499
INVESTMENT TAX CREDITS 065 260\065 260
TOTAL TAXES APPLIC TO OTHER INC & DED 951 662 951 662
NET OTHER INCOME AND DEDUCTIONS 351 738 220 500 572 238
INCOME BEFORE INTEREST CHARGES 558 805 624 670 157 561 475 781
INTEREST CHARGES
INTEREST ON BONDS 237 603 134 237 603 134
AMORTIZATION OF DEBT DISCOUNT AND EXPENSE 911 956 911 956
AMORTIZATION OF LOSS ON REACQUIRED DEBT 116 695 116,695
AMORTIZATION OF PREMIUM ON DEBT 718 718
AMORTIZATION OF GAIN ON REACQUIRED DEBT (85 275 (85 275
INTEREST ON DEBT TO ASSOCIATED COMPANIES 473 493 473,493
OTHER INTEREST EXPENSE 579 047 675 000 904 047
ALLOW FOR BRD FUNDS USED DURING CONSTR (16 966 931 (16,966 931
NET INTEREST CHARGES 257 629,401 675 000 247 954,401
INCOME BEFORE EXTRAORD, ITEMS 301 176 223 345 157 313 521 380
EXTRAORDINARY ITEMS -- NET OF INCOME TAX
INCOME TAX ON CUM. EFFECT OF CHANGE IN ACCT, PRINC
CUMULATIVE EFFECT OF CHANGE IN ACCT. PRINCIPLE
NET INCOME 301 176 223 345 157 313,521 380
PREFERRED DIVIDEND REQUIREMENTS 083 790 083 790
EARNINGS AVAILABLE FOR COMMON STOCK 299 092,433 345 157 311,437 590
" - , , ,-, ,
EXHIBIT E
PAGE 1 OF 1
(' ,. ;
EXHIBIT F
PACIFICORP
SOURCES AND USES OF TREASURY FUNDS
DECEMBER 31, 2005
PAc-~-ofo-
TOTAL CORPORATION PROPOSED FINANCING TOTAL PROFORMA
TREASURY FUND USES:
UTILITY PLANT 127,502,863 127 502,863
ACCUMULATED PROVISION FOR DEPREC, AND AMORTIZATION 129 967,945 129 967 945
UTILITY PLANT - NET 997 534 918 997 534 918
INVESTMENT IN DEFERRED OR TERMINATED PROJECTS 552,481 000 552 481 000
TOTAL FUND USES 550,015,918 550 015 918
TREASURY FUND SOURCES:
PERMANENT FINANCING ISSUANCES
LONG TERM DEBT 691 373,257 691,373,257
PREFERRED STOCK 86,463,300 86,463,300
COMMON STOCK 266,938 468 442 122 222 709,060,690
OBLIGATIONS UNDER CAPITAL LEASES 586 004 586,004
TOTAL 082 361 029 442,122,222 524 483 251
TEMPORARY FINANCING ISSUANCES
SHORT TERM DEBT (NETI 101 221 708 (462 017 722 (360 796 014
CURRENT PORTION OF LONG TERM DEBT 310 552 000 310 552 000
CURRENT PORTION OF CAPITAL LEASES 533 086 533 086
ADVANCES FROM SUBSIDIARIES (NETI 649 520 649 520
TOTAL 413 956,314 (462 017 722 (48 061,408
TOTAL FUND SOURCES 7,496 317 343 (19,895,500\7,476,421 843
BALANCE OF FUNDS OBTAINED FROM INCOME AND FROM SOURCES
OTHER THAN SECURITIES ISSUED AND OTHER OBLIGATIONS INCURRED 053 698 575 895,500 073 594 075
EXHIBIT F
PAGE 1 OF 1