20060707final_order_no_30099.pdf

Office of the Secretary
Service Date
July 7 2006
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
IN THE MATTER OF THE APPLICATION
OF P ACIFICORP FOR AUTHORITY TO
ISSUE AND SELL UP TO 30,000,000 SHARES
OF COMMON STOCK TO ITS PARENT
CASE NO. PAC-06-
ORDER NO. 30099
On June 6, 2006, PacifiCorp (or Company) filed an Application pursuant to Chapter
, Title 61 of the Idaho Code and the Commission s Rules of Procedure, IDAPA 31.01.01.141-
150) requesting an order authorizing PacifiCorp to issue and sell, from time to time and for cash
up to 30 000 000 shares of the Company s Common Stock (Shares) to its direct corporate parent
PPW Holdings LLC, a Delaware limited liability company (Parent). Such issuances would be
separate from any equity contributions by the Parent to the Company for which no Shares would
be issued. In 2002 and 2005 , PacifiCorp sought and received authority from the Commission in
Order Nos. 29144 and 29786 to issue up to a fixed number of shares of common stock to its
former direct corporate parent, PacifiCorp Holdings, Inc.
FINDINGS OF FACT
PacifiCorp was incorporated under Oregon law in August 1987 for the purpose of
facilitating a merger with Utah Power & Light Company, a Utah corporation, and changing the
state of incorporation of PacifiCorp from Maine to Oregon. PacifiCorp uses the assumed
business names of Pacific Power (in the Company s Oregon, California and Washington service
territories), Utah Power (in the Company s Utah service territories), and Rocky Mountain Power
(in the Company s Idaho and Wyoming service territories).
The proposed sales and issuances of the Shares are part of an overall financing plan to
benefit PacifiCorp by strengthening its balance sheet and increasing its equity. Proceeds from the
issuances will be used for the acquisition of utility property; the construction, completion
extension or improvement of utility facilities; the improvement or maintenance of service; the
discharge or lawful refunding of obligations which were incurred for utility purposes; or the
reimbursement of PacifiCorp s treasury for funds used for the foregoing purposes. All of these
activities as permitted under Idaho Code 9 61-901.
ORDER NO. 30099
PacifiCorp proposes to issue and sell the Shares to its Parent at a purchase price not
less than the book value of the Common Stock, determined as of the last day of the month prior
to each issuance. Exhibit D of PacifiCorp s Application in this case sets forth the Company
pro forma capital structure, expressed in percentages and based upon the Company s audited
financial statements for the quarter ended December 31 , 2005, after giving effect to an assumed
issuance of 30 000 000 shares of Common Stock to its Parent with an aggregate purchase price of
$332.4 million.
PacifiCorp has paid the regulatory fees required by Idaho Code 9 61-905.
CONCLUSIONS OF LAW
PacifiCorp is an electric corporation within the definition of Idaho Code 9 61-119 and
is a public utility within the definition of Idaho Code 9 61-129.
The Idaho Public Utilities Commission has jurisdiction over this matter pursuant to
the provisions of Idaho Code 9 61-901 et seq. The Application reasonably conforms to Rules
141-150 ofthe Commission s Rules of Procedure, IDAPA 31.01.01.141-.150.
The method of issuance is proper.
The general purposes to which the proceeds will be put are lawful purposes under the
Public Utilities Laws of the State of Idaho and are compatible with the public interest. However
this general approval of the general purposes to which the proceeds will be put is neither a
finding of fact nor a conclusion of law that any particular construction program of PacifiCorp
which may be benefited by the approval of this Application has been considered or approved by
this Order, and this Order shall not be construed to that effect.
The proposed issuances are also generally consistent with the commitments made in
the MidAmerican-PacifiCorp acquisition case, final Order No. 29998 in Case No. P AC-05-
The issuance of an order authorizing the proposed financing does not constitute
Commission determination/approval of the type of financing or the related costs for ratemaking
purposes, which determination the Commission expressly reserves until the appropriate
proceeding.
The Application shall be approved.
ORDER NO. 29999
ORDER
IT IS THEREFORE ORDERED that PacifiCorp s Application for authority to issue
and sell, from time to time and for cash, up to 30 000 000 shares of Common Stock to its Parent
is hereby granted.
IT IS FURTHER ORDERED that this authorization shall remain in effect until all the
Shares have been issued.
IT IS FURTHER ORDERED that the unused authority previously granted by the
Commission in Order Nos. 29144 and 29786 is hereby terminated.
IT IS FURTHER ORDERED that this authorization is without prejudice to the
regulatory authority of this Commission with respect to rates, service, accounts, valuation
estimates, or determination of costs, or any other matter that may come before this Commission
pursuant to its jurisdiction and authority as provided by law.
IT IS FURTHER ORDERED that nothing in this Order and no provision of Chapter
, Title 61 , Idaho Code, or any act or deed done or performed in connection with this Order shall
be construed to obligate the State of Idaho to payor guarantee in any manner whatsoever any
security authorized, issued, assumed, or guaranteed under the provisions of Chapter 9, Title 61
Idaho Code.
IT IS FURTHER ORDERED that PacifiCorp shall file, as they become available, the
following:
a. The "Report of Securities Issued" required by 18 CFR 9 34. 10;
b. Verified copies of any Agreement entered into in connection with
PacifiCorp s sale and issuance of the Shares to its Parent and all
resolutions adopted by the Company s Board of Directors relating to the
sale and issuance of the Shares; and
c. A verified statement setting forth in reasonable detail the disposition of the
proceeds of each sale and issuance of the Shares pursuant to this Order.
IT IS FURTHER ORDERED that issuance of this Order does not constitute
acceptance of PacifiCorp s exhibits or other material accompanying the Application for any
purpose other than the issuance of this Order.
THIS IS A FINAL ORDER. Any person interested in this order (or in issues finally
decided by this order) or in interlocutory orders previously issued in this Case No. P AC-06- 7
ORDER NO. 29999
may petition for reconsideration within twenty-one (21) days of the service date of this order with
regard to any matter decided in this order or in interlocutory orders previously issued in this Case
No. PAC-06-7. Within seven (7) days after any person has petitioned for reconsideration, any
other person may cross-petition for reconsideration in response to issues raised in the petition for
reconsideration. See Idaho Code 9 61-626.
DONE by Order of the Idaho Public Utilities Commission at Boise, Idaho, this 1
day of July 2006.
MARSHA H. SMITH, COMMISSIONER
ATTEST:
Assistant Commission Secretary
O:PAC-06-07 dh
ORDER NO. 29999