20100205Application.pdf

~~l~OUNTAIN li g' 34
1ß\Û f£1~ -5 l\ .201 Sout Main, Suite 2300
Salt Lake City, Utah 84111
Februar 5, 2010
VI OVERNIGHT DELIVERY
Idaho Public Utilty Commission
Statehouse
472 West Washington Street
Boise,ID 83702
ATTN:Ms. Jean Jewell
Commssion Secreta
Re: Case No. PAC-E-IO-02
In the Matter of the Application of Rocky Mountain Power for authority to;
(I) issue and sell or exchange not more than $2,000,000,000 of debt, (2) entire into
credit support arrngements, (3) enter into currency swaps, and (4) contribute or
sell additional debt to special-purpose entities.
Dear Commssioners:
Rocky Mounta Power, a division ofPacifiCorp (Company), respectfly requests tht the
Commssion enter its order, effective upon issuace, authorizig the Company to (l) issue and
sell or exchage, in one or more public offerings or private placements, fixed or floating rate
debt (Debt) in the aggregate pricipal amount not to exceed $2,000,000,000 or, if the Debt is
issued at an original issue discount, such greater amount as shall result in an aggrgate offering
price of not more than $2,000,000,000 (or its equivalent amount in, or based upon, foreign
curncies determed at the time of issue), (2) enter into letter of credit arangements with one
or more ban or such other agreements or argements as may be necessar or appropriate,
from time to time, to provide additiona credit support for the payment of the pricipal of,
interest on and premium (if any) on such Debt, (3) enter into one or more curency swaps, and
(4) contrbute or sell additiona Debt to special-purose entities (SPEs) in an amount based upon
the common securties of the SPE. The Company also requests that such increased authority
remai in effect until Febru 28,2015, on the condition the Company's senior secured debt be
rated at "investment grade" by both Stadard & Poor's Ratig Services and Moody's Investors
Service, Inc.
The requested authority is expected to accommodate the Company's 2010 and 2011 fiancing
requiements. These requirements include contiuig high levels of capital expenditues to serve
customers, including investments in infrastrctue and the refinacing of approximately $600
milion of matug debt over the two-year period. The Company expects that it will use a
substantial portion of ths requested authority durg 2010 and 2011 and will seek subsequent
Idaho Public Utilties Commission
Februar 5, 2010
Page 2
new or amended authority from the Commssion to permt continued access to the long-term debt
markets.
The requested authority would supplement the fiancing flexibilty tht the Commssion had
previously authorized in Order No. 30489 in Case No. PAC-E-07-16 (the 2008 Order). In the
2008 Order, the Commission authorized the Company to issue up to $2.0 bilion of securties
identical to those covered in the enclosed Application. The Company has subsequently issued
$1.8 bilion pricipal amount of debt under the 2008 Order authority and has $200,000,000 of
additional issuace authoried under that order. As the Company does not anticipate utilzing
the remaing authority under the 2008 Order, it may be withdrawn if the Commission issues its
order in ths matter.
The enclosed application is substatially similar to the application submitted in connection with
the 2008 Order.
The Company respectfully requests that the Commssion issue its order as son as reasonably
pratical. The Company also requests twenty certfied copies of any order issued in ths matter.
Notice of ths Application will be published with seven days as required by the Commssion's
Rules of Procedure. Please note that the Company's Application Fee in the amount of$I,OOO is
being submitted under separte cover.
It is respectfuly requested that all formal correspondence and Staf requests regarding this
material be addressed to:
Bye-mail (preferred):datarequest§pacificoro.com
By reguar mail:Data Request Response Center
PacifiCorp
825 NE Multnomah, Suite 2000
Portland, Oregon 97232
Informal inquiries may be directed to me at [phone].
Your attention to ths matter is appreciated.
Sincerely,~tJ.~
Bruce N. Wiliams
Vice President and Treasurer
Enclosures: Application (1 origina and 8 copies)
Proposed Form of Order (l original and 8 copies)
CD contanig the proposed Form of Order
E
BEFORE THE IDAHO PUBLIC UTILITIES COMMSS1~Af£B -5 l\M 9: 34
In the Matter of the Application of ROCKY )
MOUNTAIN POWER for authority to (1) issue )
and sell or exchange not more than )
$2,000,000,000 of debt, (2) enter into credit )
support arangements, (3) enter into curency )
swaps, and (4) contrbute or sell additional debt )
to special-purse entities. )
APPLICA TIÓN
CASE NO. PAC-E-IO-02
PacifiCorp, dba Rocky Mounta Power, (Company) hereby applies for an order of the
Idaho Public Utilities Commission (Commssion) authorizing the Company to (1) issue and sell
or exchange, in one or more public offerigs or private placements, fixed or floatig rate debt
(Debt) in the aggregate pricipal amount of not more th $2,000,000,000 or, if the Debt is
issued at an origina issue discount, such greater amount as shall result in an aggregate offerig
price of not more than $2,000,000,000 (or its equivalent amount in or based upon, foreign
curencies determined at the tie of issue), (2) enter into letter of credit arangements with one
or more ban or such other agreements or arangements as may be necessar or appropriate,
from time to time, to provide additiona credit support for the payment of the pricipal of, the
interest on, and the premium of the Debt, (3) enter into one or more curency swaps, and (4)
contrbute or sell additiona Debt to special-purse entities (SPEs) in an amount based upon the
common securties of the SPE and Commssion approval of the proposed guatee and expense
payment agreements relating to the preferred securties of the SPE, in each case substatially as
described herein. The Company requests that such authority remain in effect until Febru,
2015, so long as the Company maita aBBB- or higher senior secured debt rating, as
indicated by Stadad & Poor's Rating Servces, and a Baa or higher senior secured debt rating,
APPLICATION OF ROCKY MOUNTAIN POWER 1
as indicated by Moody's Investors' Servce, Inc. The application is filed puruat to Chapter 9,
Title 61, of the Idaho Code and Section 141 of the Commssion's Rules of Procedure and is
intended to amend and supersede order No. 30489 (2008 Order) issued by the Commssion
Janua 22,2008 in docket number PAC-E-07-16 (2008 Docket). This Application is
substatially similar to tht fied by the Company in the 2008 Docket and seeks authorization to
issue up to $2,000,000,000 oflong-term debt though Febru 28, 2015 on the same terms and
conditions contained in the 2008 Order.
The Company respectfuly requests that the Commission issue an order as soon as reasonably
practical.
The Company respectflly represents tht:
(a) The offcial name of the aimlicant and address of its pricipal business offce:
PacifiCorp, doing business as Rocky Mountan Power
825 N.E. Multnomah, Suite 2000
Portland, OR 97232
(b) The state and date of incorpration; each state in which it operates as a utilty:
The Company was incorporated under Oregon law in August 1987 for the purose of
faciltating consumation of a merger with Uta Power & Light Company, a Uta
corporation, and changing the state of incorpration ofPacifiCorp from Maie to Oregon.
The Company curently seres customers as Rocky Mountain Power in Idaho, Uta and
Wyoming and as Pacific Power in Californa, Oregon and Washington.
(c) The nae, address, and telephone number of persons authorized to receive notices and
communcations:
APPLICATION OF ROCKY MOUNTAIN POWER 2
Bruce N. Wiliams,
Vice President and Treasurer
PacifiCorp
825 N.E. Multnomah Suite 1900
Portland, OR 97232
Telephone: [phone]
E-mail: bruce.willams($pacificorp.com
Jeffey K. Larsen, Vice President
Reguation
Rocky Mountain Power
201 South Mai Stret, Suite 2300
Salt Lae City, UT 84111
Telephone: [phone]
E-mail: jeff.larsen($pacificorp.com
Mark Moench, Senior Vice President
and Genera Counel
PacifiCorp
201 South Mai Stret, Suite 2400
Salt Lae City, UT 84111
Telephone:
E-mail: mark.moench($pacificorp.com
Ted Weston
Manger, Reguation
Rocky Mountan Power
201 South Mai Street, Suite 2300
Salt Lake City, UT 84111
Telephone: [phone]
E-mail: ted.weston($pacificorp.com
It is respectflly requested tht all formal correspondence and Sta requests regarding
ths material be addressed to:
Bye-mail (preferred):
By reguar mail:
datareguest($pacificorp.com
Data Request Response Center
PacifiCorp
825 NE Multnomah, Suite 2000
Portland, Oregon 97232
Informal questions should be directed to Bruce Wiliams at [phone].
(d) A ful description of the securties proposed to be issued:
(1) Type and natue of securties:
Debt to be issued in one or more transactions as conditions permt. The Debt may
be secured or unecured and may be subordinted or unsubordinated.
(2) Amount of securties:
Not more than $2,000,000,000 aggrgate pricipal amount or, if the Debt is issued
at an original issue discount, such greater amount as shal result in an aggregate
offerig price of not more than $2,000,000,000 (or its equivalent amount in, or
based upon, foreign curencies determined at the time of issue); plus additional
APPLICATION OF ROCKY MOUNTAIN POWER 3
Debt and guanties relating to the preferred securties of special-purose entities
in amounts as described below.
(3) Interest Rate:
If the Debt bear a fied rate, the interest rate will be set at the time of issuace.
If the Debt bears a floating-rate, the interest rate will be set periodically basd
upon a published or quoted index of short-term rates.
(4) Dates of issuace and matuty:
The Company expets to issue the Debt from tie to time in either public
offerigs or private placements for cash or in exchange for its outstanding
securties. Matuties will be established at the time of issuace.
(5) Institutional rating of the securties, or if not rated an explanation:
The Company's debt is rated, as of the date of ths filing, as follows:
Securty
Senior Secured Debt
Senior Unsecured Debt
Subordinated Debt
Moody's
A2
Baal
n/a
S&P
A
A-
n/a
(6) Stock Exchage on which listed:
The Company has generaly not listed its bonds, but ha in the past listd certai
unecured debt on The New York Stock Exchange. If the Debt is issued publicly
in an overseas market, the Debt may be listed, if appropriate, on one or more
foreign exchanges.
(7) Additional descriptive inormation:
General: Alternatives curently available to the Company include (l)
conventional first mortgage bonds placed publicly or privately in the domestic or
foreign markets, (2) secured or unsecurd medium-term notes placed publicly or
APPLICATION OF ROCKY MOUNTAI POWER 4
privately in the domestic or foreign markets, (3) floating-rate debt placed publicly
or privately in the domestic or foreign markets, (4) Eurodollar financings placed
publicly or privately overseas, (5) debt issued overseas denomiated in, or based
upon, foreign curencies combined with a curency swap to effectively eliminate
the curency risk, and (6) subordinated debt placed publicly or privately in the
domestic or foreign markets and issued either alone or in conjunction with an
offerig of preferred securties by a special-purse entity (SPE) organzed by the
Company. A brief description of these tranactions is set fort below.
i. First Mortgage Bonds. First mortgage bonds have been the traditional
debt financing vehicle utilized by utilties in the United States, and are
typically offered in public offerigs but may be privately placed. First
mortgage bonds are secured by a mortgage on the fixed assets of the
utilty.
The bonds are tyically redeemable at the Company's option at
redemption prices dependent upon U.S. Treasur yields. The Company
may determine that a call provision is appropriate to provide finacial
flexibilty in changing interest rate environments, and the bonds may be
redeemable at a premium over the pricipal amount, with the premium
declining to zero near the fial matuty of the bonds.
The Company's fit mortgage bonds are issued as First Mortgage Bonds
under the PacifCorp Mortgage. The Commssion ha previously
authorized the Company to incur the lien of the PacifiCorp Mortgage in
Case No. U-I046-15, Order No. 22157.
APPLICATION OF ROCKY MOUNTAI POWER 5
The underwting fee for Firt Mortgage Bond issuaces var by the
matuty of the debt but is not expected to exceed one percent of the
pricipal amount.
II. Medium-Term Notes. Medium-term notes (MTNs) are interest-bearg
instrents with matuties generally raging between 9 months and 30
years. MTNs are typically offered on a continuous basis by the borrower
though one or more managers, which act as agents in placing the notes,
either domestically or though global progrs. MTNs can be offered on
a secured or unsecured basis.
Compensation to the agents vares by the matuty of each tranche of
MTNs issued, but is not expected to exceed one percent of the pricipal
amount of notes placed.
The MTN investor unverse in the United States consists of bans,
insurance companes, pension fuds, thfts, mutul fuds, money
mangers, investment advisors, corporate, and nonprofit organzations.
Overseas, the investor profile prily consists of bans, insurce
companes, pension fuds and retail accounts.
MTN programs are generally strctued to allow a wide range of terms.
Principal amount, curency, matuty, interest rate and redemption terms
are fixed at the time of sale. In the event the Company chooses to issue
MTNs in foreign curencies, a curency rate swap would be
simultaneously entered into to effectively hedge the Company's exposure
agaist curency risk. If the Company issues securd MTN s, they will
APPLICATION OF ROCKY MOUNTAIN POWER 6
most likely be issued in the form of First Mortgage Bonds under the
PacifiCorp Mortgage.
III. Floating-Rate Debt. Floating-rate debt is a securty with interest rates that
reset periodically, such as daily, weekly, monthy, quaerly, semi-
anualy or anualy at the option of the Company. The most common
indices used for pricing floating-rate debt are basd upon LIBOR,
commercial paper and Treasur bils.
Refuding provisions for floating-rate debt var from trsaction to
trsaction depending upon the strctue of the agreement. Should the
Company subsequently fix the interest rate though an interest rate swap
or cap, the cost of refuding would include the cost of unwiding the swap
or cap.
Floating-rate debt could be more advantageous than fixed-rate debt. First,
it can provide the Company with an occasional source of long-term
fuding at attactive rates compared to the fixed-rate market. Second, it
allows the Company access to the short end of the yield cure when short-
term rates ar attactive. Should rates begin to increase, the Company
could execute an interest rate swap or cap to secure a fixed rate.
The fees associated with a floating-rate debt argement are not expected
to exceed one percent of the pricipal amount of the debt.
IV. Eurodollar Financings. Eurodollar bonds or debentus are dollar-
denominated securties issued to foreign investors. Eurodollar securties
are generally placed by a foreign underwter, or a foreign subsidiar of a
APPLICATION OF ROCKY MOUNTAI POWER 7
U.S. investment or commercial ban (ban). Eurdollar securties are
generaly uncured obligations. However, the Company may be requied
to enter into a letter of credit arangement with one or more bans or such
other agreements or arangements as may be necessar or appropriate,
from time to tie, to support its obligation to reay the pricipal of, the
interest on, and the premium (if any) on the debt. Such an arangement
could involve a fee, not expeted to exceed one percent on the pricipal
amount of the debt. The Company would receive dollars at the time of
closing and all interest and principal payments would be made in dollar.
A Eurodollar bond issuace is tyically aranged using a ban as the
underwter (public offering) or placement agent (private offerig). The
ban's role is to locate investors outside the United States that are
interested in purchasing fmancial assets in dollars. The interest rate
charged on the debt is usually a spread over U.S. Treasur obligations
having a similar matuty. Afer the call protection has expired, the bonds
are generally callable at their principal value. The issuace fee associated
with a Eurodollar bond offering is approxiately two pecent of the
principal amount sold.
A potential advantage of a Eurodollar offerig is that it allows the
Company to access investors generally not active in the U.S. markets, and
at the same time does not subject the Company to any curency exposure.
Another advantae is tht, from time to time, very attactively priced
fuds may become available in the private Eurodollar market when an
APPLICATION OF ROCKY MOUNTAIN POWER 8
investor with dollars attempts to invest in U.S. dollar assets. Thus, for
short periods, a market could be created wherein the issuer can obtain very
attactive rates relative to the public markets. These windows in the
market open and close very quickly, makng it necessar that the
Company have the opportty to commt quickly when offered an
attctive proposal.
V. Foreign Curency Debt Combined with a Curency Swap. The issuace of
debt denominated in a curency other than U.S. dollars, combined with a
curncy swap, would allow the Company to issue debt in a foreign
curncy and execute a curency swap to effectively eliminate the curency
risk. By issuing in a foreign curncy, the Company would attact
investors that would not normally be investing in its securities. Issuig
securties in a foreign curency becomes attactive when the nomial
interest rate charged in the foreign countr is signficantly lower than the
rate in the United States or in U.S. dollar-denominated securties. To the
extent tht the cost of executing the curency swap is less than the
difference between the nomial interest rate in the foreign countr and the
dollar-denominated interest rate, issuig debt in a foreign curency and
executing a curency swap provides a lower total cost of debt.
The foreign curencies most frequently used in the past by U.S. companes
include Euro, Swiss Francs, British Sterling, Japanese Yen, Canadian
Dollars, Austrian Dollar and New Zealand Dollars. The underwters
for a foreign curency offerig are responsible for locating investors
APPLICATION OF ROCKY MOUNTAIN POWER 9
willing to purchase the Company's debt that has pricipal and interest
denominated in the foreign curency. The fees for a foreign curency
offerig are expected to approximate two percent of the pricipal amount
sold.
In order to effectively eliminate the curency risk, the Company would
enter into a curency swap that would be executed simultaeously with the
foreign curency offerig. In the curency swap, the Company would
receive a stream of payments in the foreign curency exactly equa in
amount and timng to the Company's obligations for the foreign curency
debt (pricipal and interest). In exchange, the Company would agree to
make a stram of payments in U.S. dollars to the thrd par. The net
effect of the transaction is tht the Company's foreign curency
obligations would be exactly offset by the foreign curency receipts under
the exchange and the Company's net payments would be in U.S. dollars.
Whether or not the other par to the exchage pedorms, the Company
remais obligated under the terms of the foreign curency debt. The
Company would propose to minmize the risk of nonpedormance in the
exchange through the selection of a thd par paricipant with a long-
term credit rating of AA equivalent or better or with a thd pary that is a
high quaity sovereign or agency of a sovereign if the tenor of the
exchage agreement is five years or longer and long-term credit rating of
A or better if the tenor is less than five years.
APPLICATION OF ROCKY MOUNTAI POWER 10
The fees associated with arangig a curency swap agreement are a
fuction of interest rates and curency differentials between the U.S. dollar
and the applicable foreign curency.
Because a foreign offerig with a curency swap involves two tractions
and multiple pares, the complexity and cost of tring to unwind such a
foreign offerig prior to its fin matuty effectively makes ths type of
tranaction generally non-callable prior to its fina matuty.
Issuing debt denominted in a foreign curency combined with a curency
swap requies that the Company have a grat degree of flexibilty in
timg the offerig in order to pick the curency, nomina interest rates,
and exchage rate that will enable it to achieve a lower cost.
To minie costs, the Company will not underte the proposed
trsations in a foreign maket uness and until it can assure itself that the
total cost of the foreign borrowigs proposed in ths matter is no more
than the tota cost of domestic borrowings for a similar term for companes
of comparable credit rating at the time of the borrowing.
VI. Subordinted Debt. It is anticipated that any subordinated debt could be
issued in one or more series puruat to the Company's Indentue dated as
of May 1, 1995, as supplemented, or puruant to a new indentue. The
Company may issue the subordinted debt (a) directly to investors, as in
the issuace and sale of its 8 3/8% Junor Subordinate Deferrable Interest
Debentures, Series A, pursuat to the orders issued in Case No. P AC-S-
94-2, (b) in exchage for its outstading securties, as in the issuance of its
APPLICATION OF ROCKY MOUNTAI POWER 11
8.55% Junor Subordited Deferrble Interest Debentus, Series B,
puruat to Case No. PAC-S-95-1, or (c) to an SPE in support of the
preferred securties of the SPE, as in the issuace and sale of its 8 1/4%
Junor Subordinted Deferrable Interest Debentues, Series C, pursuat to
orders issued in Cas No. PAC-S-96-2, and its 7.70% Junor Subordited
Debentus Series D, pursuat to the orders issued in Case No. PAC-E-97-
2.
In a transaction involving preferred securties of an SPE, the Company
would organe the SPE and contrbute or sell subordited debt of the
Company to the SPE in an amount based upon the common securties of
the SPE (generally 3% of the aggregate liquidation preference of the
preferred securties issued by the SPE). The SPE would issue preferrd
securties, which ar expected to have a liquidation preference of $25
each, have cumulative dividends payable quaerly and could be liste on
the New York Stock Exchange. In addition, the SPE would purchae
subordinated debt of the Company in an aggregate pricipal amount
corrspondig to the liquidation preference of the preferr securties
issued by the SPE. In cert cirumstaces, the subordinated debt of the
Company underlying the preferred securties of the SPE could be
distrbuted to the holders of the preferred securties in connection with the
liquidation of the SPE.
In ths ince, the Company would guantee the SPE's payment of: (i)
any accumulated and unpaid distrbutions requied to be paid on the
APPLICATION OF ROCKY MOUNTAIN POWER 12
preferred securties of the SPE to the extent that the SPE has fuds on
had available therefore; (ii) the redemption price with respect to any
preferred securties called for redemption to the extent tht the SPE has
fuds on hand available therefore; and (ii) upon a volunta or
involunta dissolution, widing-up or liquidation of the SPE (uness the
Company's subordinated debt is distrbuted to holders of the SPE's
prefered securties), the lesser of (a) the aggregate of the liquidation
preference and all accrued and unpaid distrbutions to the date of payment
and (b) the amount of assets of the SPE remaig available for
distrbution to holders of the preferred securties. The guantee is
expected to be directly enforceable by holders of the preferred securties
issued by the SPE and subordinate to all senior debt of the Company. It is
also anticipated tht the Company and the SPE wil enter into an expense
reimbursement arangement under which the Company will agee to pay
the expenses of the SPE.
(e) A description of the method of issuace and sale or procedure by which any obligation
as guartor will be assumed:
The Company proposes to issue the Debt from time to time in either
public offerigs or private placements, domestically or overseas, for cash
or in exchange for its outstading securties. The ficial markets have
become increasingly global and, as such, foreign sources of capita
compete dictly with domestic sources for investment opportties. The
Company anticipates that issuaces wil be primarly fixed-rate First
APPLICATION OF ROCKY MOUNTAIN POWER 13
Mortgage Bonds, but it is requesting authority for a varety of borrowig
options in order to provide the fiancial flexibilty to purue the most
attactive markets at the time of issuace and to produce the most
competitive cost for the Company.
Underwters or placement agents will be selected afer negotiations with a
group of potential candidates. The firm or fis selected to lead an
offerig under this authority will be determined by the Company's
assessment of their abilty to assist the Company in meeting its objective
of having the lowest tota cost for the Debt to be issued. Ths assessment
is based upon the level of underwting or placement fees, their knowledge
of the Company and its vared operations, the Company's parent company
and its affliates, and their ability to market the Debt to achieve the
Company's fiancing and capita strctu objectives.
(f) (l)(i)The nae and address of any person receiving a fee (other than a fee for techncal
services) for negotiating, issuig, or selling the securties or for securg an
underwiter, sellers, or purchasers of securties except as related to a competitive
bid:
Other than for technical services, the only fees payable by the Company
will be fees and expenses to the underwters and agents (including
arangement fees for curency swaps). The Company may also incur an
anual fee for credit support which is not expected to exceed one percent on
the pricipal amount of the Debt.
(ii) The fee amount:
Subject to final negotiations, the fee is not expected to exceed 3.0 percent
of the aggregate principal amount of the Debt if the Debt is issued overseas.
APPLICATION OF ROCKY MOUNTAI POWER 14
If issued domestically, the fee is not expected to exceed 1.0 percent of the
aggregate principal amount of the Debt. If subordinated debt is issued, the
fee is not expected to exceed 3.15 percent of the aggregate principal amount
of the Debt. The level of the fee is only one factor in deternig the
overall cost of the Debt to be issued and, as such, is not the sole basis of the
ficing decision.
(iii) The facts showig the reason for and reasonableness of the fee:
The aforementioned compensation levels to the agents or underwters are
consistent with the usua and customar fees prevailing curently in the market.
These fees are reasonable given the services provided by the agents or
underwters. The agents and the underwters will be familar with the Company,
its parnt company and affliates and their long-term fiancing needs. They will
be available for consultation on these matters and will assist the Company in
evaluating market conditions and in formulating the exact terms of the
transactions. See subsection (f) supra.
(g) The puoses of the issuance:
The purses for which the Debt is proposed to be issued in ths matter are (1) the
acquisition of propert, (2) the constrction, completion, extension or improvement of
utilty facilties, (3) the improvement of service, (4) the discharge or lawf refuding of
obligations which were incured for utility purses or (5) the reimbursement of the
Company's treasur for fuds usd for the foregoing puroses.
The Company keeps its accounts in a maner which enables the Commssion to ascert
the amount of money expended and the puroses for which the expenditues were made.
APPLICATION OF ROCKY MOUNTAI POWER 15
If the fuds to be reimbured were used for the discharge or refuding of obligations,
those obligations or their precedents were originally incured in fuerace of the utilty
puroses listed above.
To the extent tht the fuds to be reimbursed were used for the discharge or refudig of
obligations, those obligations or their precedents were originally incured in fuerace
of utilty puroses (1), (2) and (3) supra.
The results of the offerigs are estimated to be:
ESTIMTED RESULTS OF THE OFFERIG (1)
Tota Percent of Total
Gross Proceeds $ 2,000,000,000 100.000%
Less:AgentslUnderwters
Compensation (1)17,500,000 0.875%
Proceeds Payable to Company $ 1,982,500,000 99.125%
Less: Oter Issuace Expenses 2,500,000 0.125%
Net Procee $ 1,980,000,000 99.000%
(1) Assumes the issuace of fit mortgage bonds.
Other Issuace Expenses
Reguatory agency fees $1,000
SEC fees 79,000
Company counsel fees 750,000
Accountig fees 350,000
Printing and engraving fees 225,000
Rating agency fees 750,000
Trustee/Indentue fees 250,000
APPLICATION OF ROCKY MOUNTAIN POWER 16
Miscellaneous expenses 95,000
TOTAL $ 2,500,000
(h) Statement that applications for authority to finance are requied to be filed with state
governents:
In addition to ths Application, the Company is filing an application with the Oregon
Public Utilty Commssion and a notice to the Washington Utilties and Trasporttion
Commission in connection with each issuace pursuat to Washington law. The
Californa Public Utilties Commssion, the Uta Public Service Commission and the
Wyoming Public Service Commssion have exempted the Compay from their respective
securties statutes.
(i) A statement of the facts relied upon to show that the issuace is aimropriate:
As a public utilty, the Company is expected to acquie, constct, improve and maita
sufcient utilty facilties to serve its customers adequately and reliably at reasonable
cost. The proposed issuaces of the Debt are par of a program to finance the Company's
facilties takng into consideration prudent capita ratios, eargs coverage tests, market
uncertnties and the relative merits of the varous tyes of securties the Company could
sell or other finacing it could arange.
Accordingly, the proposed issuaces (1) are for lawfl objects within the corporate
puroses of the Company, (2) are compatible with the public interest, (3) are necessar or
appropriate for or consistent with the proper performance by the Company of its service
as a public utilty, (4) will not impair its abilty to perform that service, and (5) are
reasonably necessar or appropriate for these puroses.
APPLICATION OF ROCKY MOUNTAIN POWER 17
G) Statement, as of the date of the balance sheet submitted with ths aimlication, showig for
each class and series of capital stock: brief description; the amount authorized (face value
and number of shares); the amount outstading (exclusive of any amount held in the
treasur), held amount as reacquired securties; amount pledged by the Company; amount
owned by afliated inteests, and amount held in any fud.
The capita stock as of September 30, 2009 is as follows:
Outstading
Shaes Amount
Cumulative Preferred Stock:
5% Preferred, $100 stated value
(126,533 shares authoried)
126,243 $12,624,300
Serial Preferrd, $100 stated value
(3,500,000 shaes authorized)
4.52% Series
4.56% Series
4.72% Series
5.00% Series
5.40% Series
6.00% Series
7.00% Series
2,065 $206,500
84,592 $8,459,200
69,890 $6,989,000
41,908 $4,190,800
65,959 $6,595,900
5,930 $593,000
18,046 $1,804,600
414,633 $41,463,300Tota Preferred Stock
Common Stock*:
No Par Value
(750,000,000 shars authorized)357,060,915
*All shares of outstanding common stock are indirectly owned by MidAmerican Energy Holdings Company.
APPLICATION OF ROCKY MOUNTAI POWER 18
(k) Statement, as of the date of the balance sheet submitted with ths aimlication, showing for
each class and series of long-term debt or notes: brief description (amount, interest rate
and matuty; amount authorized; amount outstadig (exclusive of any amount held in
the treasur): amount held as reacquied securties; amount pledged by the Company;
amount held by afliated interest; and amount in sinng and other fuds.
The long-term debt as of September 30, 2009 is as follows:
Description Authoried
First Mortgage Bonds:
6.90% Series due November 15,2011
5.45% Series due September 15,2013
4.95% Series due Augut 15,2014
5.65% Series due July 15,2018
5.50% Series due Janua 15,2019
7.70% Series due November 15,2031
5.90% Series due Augut 15,2034
5.25% Series due June 15,2035
6.10% Series due August 1,2036
5.75% Series due April 1,2037
6.25% Series due October 15,2037
6.35% Series due July 15,2038
6.00% Series due Janua 15,2039
$500,000,000
$200,000,000
$200,000,000
$500,000,000
$350,000,000
$300,000,000
$200,000,000
$300,000,000
$350,000,000
$600,000,000
$600,000,000
$300,000,000
$650,000,000
$48,972,000
$4,422,000
$19,772,000
$16,203,000
$28,218,000
$46,946,000
$18,750,000
$19,609,000
8.271 % C-U Series due th October 1, 2010
7.978% C-U Series due thr October 1,2011
8.493% C-U Series due th October 1,2012
8.797% C-U Series due thr October 1,2013
8.734% C-U Series due thr October 1,2014
8.294% C-U Series due thr October 1,2015
8.635% C-U Series due thr October 1,2016
8.470% C-U Series due th October 1,2017
9.15% MTN Series C due August 9, 2011
8.92% MTN Series C due September 1,2011
8.95% MTN Series C due September 1,2011
8.29% MTN Series C due December 30,2011
8.26% MTN Series C due Janua 10,2012
8.28% MTN Series Cdue Janua 10,2012
$8,000,000
$20,000,000
$45,000,000
$3,000,000
$1,000,000
$2,000,000
APPLICATION OF ROCKY MOUNTAI POWER 19
Outstading
$500,000,000
$200,000,000
$200,000,000
$500,000,000
$350,000,000
$300,000,000
$200,000,000
$300,000,000
$350,000,000
$600,000,000
$600,000,000
$300,000,000
$650,000,000
$9,145,000
$1,144,000
$6,640,000
$6,535,000
$12,905,000
$23,308,000
$10,290,000
$11,460,000
$8,000,000
$20,000,000
$45,000,000
$3,000,000
$1,000,000
$2,000,000
Description Authorized Outstading
First Mortgage Bonds:
8.25% MTN Series C due Febru 1,2012 $3,000,000 $3,000,000
8.53% MTN Series C due December 16,2021 $15,000,000 $15,000,000
8.375% MTN Series C due Decembe 31, 2021 $5,000,000 $5,000,000
8.26% MTN Series C due Janua 7, 2022 $5,000,000 $5,000,000
8.27% MTN Seres C due Janua 10, 2022 $4,000,000 $4,000,000
8.13% MTN Series E due Janua 22,2013 $10,000,000 $10,000,000
8.07% MTN Series E due September 9, 2022 $8,000,000 $8,000,000
8.1 1% MTN Series E due September 9,2022 $12,000,000 $12,000,000
8.12% MTN Series E due September 9, 2022 $50,000,000 $50,000,000
8.05% MTN Series E due September 14, 2022 $10,000,000 $10,000,000
8.05% MTN Series E due September 18, 2022 $15,000,000 $15,000,000
8.08% MTN Series E due October 14, 2022 $51,000,000 $51,000,000
8.23% MTN Series E due Janua 20, 2023 $5,000,000 $5,000,000
8.23% MTN Series E due Janua 20,2023 $4,000,000 $4,000,000
7.26% MTN Series F due July 21, 2023 $38,000,000 $38,000,000
7.23% MTN Seres F due Augut 16, 2023 $15,000,000 $15,000,000
7.24% MTN Series F due Augut 16,2023 $30,000,000 $30,000,000
6.72% MTN Series F due September 14, 2023 $2,000,000 $2,000,000
6.75% MTN Series F due September 14,2023 $7,000,000 $7,000,000
6.75% MTN Series F due October 26,2023 $48,000,000 $48,000,000
6.71% MTN Series G due Janua 15,2026 $100,000,000 $100,000,000
Tota First Mortgage Bonds:$5,647,427,000
APPLICATION OF ROCKY MOUNTAIN POWER 20
Pollution Control Bonds:
Moffat County, Colorado
Varable% Series 1994 due May 1,2013
Converse County, Wyomig
3.90% Series 1988 due Janua 1,2014
Varable% Series 1992 due December 1, 2020
Varable% Series 1994 due November 1,2024
4.125% Series 1995 due November 1,2025
Sweetwater County, Wyoming
Varable% Series 1988B due Janua 1,2014
3.90% Series 1984 due December 1,2014
Varable% Series 1990A due July 1, 2015
Varable% Series 1988A due Janua 1,2017
Varable% Series 1992A due December 1, 2020
Varable% Series 1992B due December 1, 2020
Varable% Series 1994 due November 1,2024
Varable% Series 1995 due November 1,2025
Lincoln County, Wyoming
3.40% Series 1991 due Janua 1,2016
5.625% Series 1993 due November 1,2021
Varable% Series 1994 due November 1,2024
4.125% Seres 1995 due November 1, 2025
City of Gillette, Wyoming
Varable% Series 1988 due Janua 1,2018
Emery County, Uta
Varable% Series 1991 due July 1,2015
5.65% Series 1993A due November 1,2023
5.625% Series 1993B due November 1,2023
Varable% Series 1994 due November 1, 2024
6.15% Series 1996 due September 30,2030
Carbon County, Uta
Varable% Series 1994 due November 1,2024
City of Forsyt, Montaa
4.125% Series 1986 due December 1,2016
Varable% Series 1988 due Janua 1,2018
Tota Pollution Control Bonds
APPLICATION OF ROCKY MOUNTAI POWER 21
$40,655,000 $40,655,000
$17,000,000 $17,000,000
$22,485,000 $22,485,000
$8,190,000 $8,190,000
$5,300,000 $5,300,000
$11,500,000 $11,500,000
$15,000,000 $15,000,000
$70,000,000 $70,000,000
$50,000,000 $50,000,000
$9,335,000 $9,335,000
$6,305,000 $6,305,000
$21,260,000 $21,260,000
$24,400,000 $24,400,000
$45,000,000 $45,000,000
$8,300,000 $8,300,000
$15,060,000 $15,060,000
$22,000,000 $22,000,000
$63,000,000 $41,200,000
$45,000,000 $45,000,000
$46,500,000 $46,500,000
$16,400,000 $16,400,000
$121,940,000 $121,940,000
$12,675,000 $12,675,000
$9,365,000 $9,365,000
$8,500,000 $8,500,000
$45,000,000 $45,000,000
$738,370,000
(m) Any other applicable exhbits:
The followig exhbits are made a par of ths application:
Incorporated by
reference to:
Exhbit Case Exhbit
A-I PAC-E-A
02-4
A-2 PAC-E-A-2
07-02
B
C
D
E
F PAC-E-
07-16
G
H
I
J
K**
L**
Description
Thd Restated Arcles of Incorpration effective
November 20, 1996, as amended effective
November 29, 1999
Bylaws, as amended effective May 23, 2005
Resolutions of the Board of Directors authorizing the
proposed issuaces
A statement (1) explaig the measur of control or
ownership exercised over the applicant by a utility, ban,
trst company, bang association, underwter, or
electrcal equipment supplier, and (2) explaining tht the
applicant is a member of any holding company system
Balance Sheet, actu and pro forma, dated September
30,2009
Income Statement, actu and pro forma, for the 12
months ended September 30, 2009
SEC Registration Statement on Form S-3ASR
Public invitation for proposal to purchase or underte
the proposed issuace (Not aimlicable.)
Copies of each proposal received for a negotiated
placement of the offering, a sumar tabulation, a list of
prospective underwters from whom no proposal was
received, and a justification of the accepted underwtig
proposal (Not aimlicable)
Source and Uses of Treasur Funds, actul and pro
forma, dated September 30, 2009
A statement of the bond indentue or other limtations on
interest and dividend coverae, and the effects of those
limitations on ths issuace
Prospectu
Underwting Agreement or Agency Agreement
APPLICATION OF ROCKY MOUNTAIN POWER 22
** Exhbit or supplement to the Exhibit is to be fied as soon as available.
PRAYER
Rocky Mountan Power respectfuly reuests that the Commssion enter its order in ths
matter, effective upon issuace, authorizing Rocky Mountan Power to (1) issue and sell or
exchange, in one or more public offerings or private placements, fixed or floating rate Debt in
the aggregate pricipal amount of not more than $2,000,000,000 or, if the Debt is issued at an
original issue discount, such greater amount as shall result in an aggregate offerig price of not
more than $2,000,000,000 (or its equivalent amount in, or based upon, foreign curencies
determed at the time of issue), (2) enter into letter of credit arangements with one or more
bans or such other agreements or argements as may be necessar or appropriate, from time
to time, to provide additiona credit support for the payment of the principal of, the interest on,
and the premium (if any) on the Debt, (3) enter into one or more curency swaps, and (4)
contrbute or sell additional Debt to one or more SPEs in an amount bàsed upon the common
securties of the SPE and Commssion approval of the proposed guantee and expense payment
ageements relating to the preferred securties of the SPE, in each case substatially as described
herein. The Company agrees to notify the Commssion of its intent to utilze a SPE and provide
all detals anticipated with the transaction. The Company requests that such authority remai in
effect until Febru 28,2015, so long as the Company maitans a BBB- or higher senior
secured debt rating, as indicated by Stadad & Poor's Rating Services, and a Baa or higher
senior secured debt rating, as indicated by Moody's Investors' Service, Inc. The Company
agrees to continue to fie with the Commission on a quaerly basis debt report including any
Debt authorized by the requested order and, to the extent not otherwse an obligation of the
APPLICATION OF ROCKY MOUNTAI POWER 23
Company puruant to Commitment 120 approved by Order No. 29998 in Case No. P AC-E-05-8,
all credit rating agency report related to the Company issued durg the quaer.
Dated as of Febru 5, 2010.
PACIFICORP
BY:~~"~~
Bruce N. Wiliams
Vice President and Treasurer
APPLICATION OF ROCKY MOUNTAIN POWER 24
R '-ll;.., ~k".,î
2010 FEB -5 AM 9: 34
VERIFICA nON
I, Bruce N. Wiliams, declare, under penalty of perjury, that I am the duly appointed Vice
President and Treasurer of PacifiCorp and am authorized to make this verification. The
application and the attached exhibits were prepared at my direction and were read by me. I know
the contents of the application and the attached exhibits, and they are true, correct, and complete
afmy own knowledge except those matters stated on information or belief which I believe to be
true.
WITNESS my hand and the seal ofPacifiCorp on this 5th day of February 2010
~t0W~~
Bruce N. Wiliams
(Seal)
APPLICATION OF ROCKY MOUNTAIN POWER 25
EXHIBITB
UNANIMOUS WRTTEN CONSENT
OF THE BOAR OF DIRECTORS
OF PACIFICORP
Resolution No. 2009-004
Pusuant to ORS §60.34l, the undersigned, constituting all the directors of
PacifiCorp, an Oregon corporation (the "Company"), hereby adopt and consent to the
following resolutions as of December 15,2009:
II. Securties Authorizations
A. First Mortgage, Collateral Trust Bonds and Other Debt Securties
WHEREAS, the Board of Directors of PacifiCorp (the "Company"), by
resolutions adopted December 17, 2007 (the "Prior Resolutions")
authorized the issuance and sale or exchange by the Company from time
to time of not more than $2,000,000,000 (or the equivalent thereof at the
time of issuance in foreign curencies) in aggregate principal amount of
one or more new series of its First Mortgage and Collateral Trust Bonds,
to be issued under and secured by the Company's Mortgage and Deed of
Trust dated as of January 9, 1989 to the trstee thereunder (the "Trustee"),
as heretofore amended and supplemented and as it may be fuher
amended and supplemented (the "PacifiCorp Mortgage") or other debt
securties; and
WHEREAS, it is now desirable to provide for the issuance of additional
bonds and restate the unused authority of the Prior Resolution; now,
therefore, be it
RESOLVED, that the Board of Directors of the Company hereby
authorizes the issuance and sale or exchange by the Company, from time
to time, of up to $2,000,000,000 (or the equivalent thereof at the time of
issuance in foreign curencies) in aggregate pricipal amount of one or
more new series of its First Mortgage and Collateral Trust Bonds (the
"Bonds"), to be issued under and secured by the PacifiCorp Mortgage; and
fuher
RESOLVED, that the Bonds may be sold, or may be exchanged for other
outstanding securties of the Company, publicly or in private transactions,
in such amounts, at such times, at such prices, may bear interest at such
variable, floating, or fixed rates, may be redeemable at such redemption
prices, matue at such date or dates, and have such other terms and
characteristics as shall be fixed by an Authorizing Offcer (as defined
below); provided, however, that the issuance and sale or exchange by the
Page 1
Company of the Bonds shall be subject to (1) the Company's first having
obtained all necessary authorizations therefor from the federal and state
regulatory authorities having jursdiction over such issuance and sale or
exchange and (2) the Company's compliance with the registration
requirements of all applicable federal and state securties laws in
connection with such issuance and sale or exchange; and fuer
RESOLVED, that in accordance with Section 2.03 of the PacifiCorp
Mortgage, each of the Chief Executive Offcer, the Chief Financial
Officer, and the Vice President and Treasurer of the Company, acting
together with any president, or senior vice president of the Company
(each, an "Authorizing Offcer") is hereby authorized and empowered, in
the Company's name and on its behalf, to establish one or more series of
Bonds, to approve one or more Supplemental Indentues, and an
Authorizing Officer, acting alone, is authorized to execute (by manual or
facsimile signatue) and deliver Bonds in such form and containing such
terms, not inconsistent with Section 2.03 of the PacifiCorp Mortgage
(including, without limitation, the amounts thereof, the rate or rates of
interest, which may be floating or fixed, the matuty, sinking fud and
redemption or repurchase provisions, if any, and the curency
denomination of any such series), as an Authorizing Offcer shall approve,
such approval to be conclusively evidenced by execution thereof by an
Authorizing Officer or by a certificate of an Authorizing Officer or by
transmittl of the terms of such series by any person designated in a
certificate of an Authorizing Officer as having the authority to transmit
such approval to the Trustee under the PacifiCorp Mortgage by computer
or other electronic means; provided that each such series of Bonds shall be
a) in registered form only, and b) shall have matuties at the time of
issuance of not less than nine months and not more than 30 years provided
further, that an Authorizing Offcer shall not be authorized to approve the
issuance of any series of Bonds with fixed interest rates or initial floating
interest rates exceeding 10 percent per annum unless specifically
authorized by the Board of Directors; and fuher
RESOLVED, that the officer executing any said series of Bonds is hereby
authorized and directed to deliver the Bonds to the Trustee for
authentication; and that the Trustee under the PacifiCorp Mortgage is
hereby requested to authenticate up to $2,000,000,000 in aggregate
principal amount of Bonds (or the equivalent thereof at the time of
issuance in foreign curencies), or, if issued at an original issue discount,
such greater amount as shall result in an aggregate offering price of up to
$2,000,000,000, and to deliver the same upon the written order or orders
of an Authorizing Officer or upon instrctions given under an automated
issuance system as described more fully in the PacifiCorp Mortgage or a
supplement to the PacifiCorp Mortgage; and fuer
Page 2
RESOLVED, that the officers of the Company are hereby authorized and
directed to take or cause to be taken, in the Company's name and on its
behalf, any and all such fuher action as in their judgment may be
desirable or appropriate to cause the execution, authentication and delivery
of said Bonds as specified in the immediately preceding resolution; and
fuher
RESOLVED, that The Ban of New York, or any successor trstee under
the PacifiCorp Mortgage be and it hereby is appointed:
1) as agent of the Company upon whom notices, presentations and
demands to or upon the Company in respect of First Mortgage and
Collateral Trust Bonds of each such series of Bonds, or in respect of
the PacifiCorp Mortgage, may be given or made;
2) as agent of the Company in respect of the payment of the principal
of, and the interest and any premium on, the Bonds of said series;
and
3) as agent of the Company in respect of the registration, transfer and
exchange of said Bonds; and fuer
RESOLVED, that, in connection with the issuance and sale of any series
of Bonds denominated in foreign curencies, the Company shall enter into
a curency exchange, on such terms and conditions as shall be approved
by any Authorizing Officer, in order to fix the obligation of the Company
to repay the amount of said series and interest thereon in United States
dollars; and fuher
RESOLVED, that, each of the Authorizing Offcers is hereby authorized
and empowered, in the Company's name and on its behalf, (i) to select one
or more underwriters or agents for the placement of the Bonds and (ii) to
negotiate, execute and deliver one or more underwting or sales agency
agreements or amendments, in one or more counterpars, including within
such agreements such terms and conditions (including terms concerning
discounts, fees, or indemnification) as the offcer or officers executing
such agreements shall approve, his, her or their execution thereof to be
conclusive evidence of such approval; and fuher
RESOLVED, that the Company is hereby authorized to enter into such
credit support or enhancement agreements or arrangements, and any
amendments thereto or renewals thereof, in connection with the issuance
and sale or exchange of the Bonds as an Authorizing Officer shall approve
after first determining that such agreements or arrangements are necessar
or appropriate in the circumstaces.
Page 3
B. Other Debt Securties
WHEREAS, pursuant to the Prior Resolutions, the Board of Directors of
the Company authorized the issuance of $2,000,000,000 of other debt
securties in addition to, or in lieu of, Bonds, provided that the aggregate
principal amount of such other debt securties and Bonds not exceed
$2,000,000,000 none of which other debt securties has been issued as of
the date hereof; and
WHEREAS, it is now desirable to restate the unused authority under the
Prior Resolutions; now, therefore, be it
RESOLVED, that, in addition to, or in lieu of, the issuance of Bonds as
authorized above, the Company is hereby authorized to issue, from time to
time through one or more offerings, up to $2,000,000,000 (or the
equivalent thereof at the time of issuance in foreign curencies or curency
units) in aggregate principal amount of other secured or unsecured debt
securties (the "Debt Securities"); provided, however, that the aggregate
principal amount of Debt Securties issued hereunder and Bonds issued
pursuant to the foregoing resolutions shall not exceed $2,000,000,000 (or
the equivalent); and fuher
RESOLVED, that the Debt Securties may be sold, or may be exchanged
for other outstanding securties of the Company, publicly or in private
transactions, domestically or in any foreign market, in such amounts,
denominated in or based upon United States or foreign curencies, at such
times, at such prices, may bear interest at such variable, floating or fixed
rates, may be redeemable at such redemption prices, matue at such date or
dates, and have such subordination and other terms, conditions and
characteristics as shall be fixed by an Authorizing Offcer, subject to the
limitations set forth below; provided, however, that the issuance and sale
or exchange by the Company of the Debt Securties shall also be subject to
(1) the Company's first having obtained all necessar authorizations
therefor from federal and state regulatory authorities having jursdiction
over such issuance and sale or exchange, and (2) the Company's
compliance with the registrtion requirements of all applicable state and
federal securties laws in connection with such issuace and sale or
exchange; and fuher
RESOLVED, that the Company is hereby authorized to enter into such
credit support or enhancement agreements or arrangements and any
amendments thereto or renewals thereof, in connection with the issuance
and sale or exchange of said Debt Securties as an Authorizing Offcer
shall approve after first determining that such agreements or arrangements
are necessary or appropriate in the circumstaces; and fuher
Page 4
RESOLVED, that each Authorizing Offcer is hereby authorized and
empowered, in the Company's name and on its behalf, (i) to fix, or
establish the procedure for fixing, the terms of any of the Debt Securties,
to approve and execute an indentue or indentues, including supplements
or amendments thereto, and forms of notes or bonds and other agreements
related thereto, and to take all such other action or actions as it may deem
necessar or appropriate to facilitate the issuance .and sale or exchange of
the Debt Securties (including, without limitation, approval of any credit
support or enhancement agreements or arrangements relating to payments
in respect of the Debt Securties), provided that a) the interest rate on the
Debt Securties, if fixed, shall not exceed 10 percent and, b) if varable,
shall at the time of issuance of such Debt Securties not be greater than 10
percent, and (ii) to approve the listing of any or all such Debt Securties on
any United States or foreign securties exchanges (including, without
limitation, approval of the amount of such Debt Securties to be so listed).
C. Regulatory Approvals for Financing
RESOLVED, that the offcers of the Company are hereby authorized, in
the Company's name and on its behalf, to prepare and file with the Federal
Energy Regulatory Commission, California Public Utilities Commission,
the Idaho Public Utilties Commission, the Public Utility Commission of
Oregon, the Public Service Commission of Utah, the Washington Utilities
and Transporttion Commission and the Wyoming Public Service
Commission and any other public service commission or federal or state
regulatory authority, as may be appropriate or necessar, applications for
orders of said regulatory authorities authorizing, notifying as to, or
exempting, the issuance and sale or exchange by the Company of the
Bonds and/or the Debt Securties (collectively, the "New Securties"),
together with any and all amendments to such applications and with any
and all exhibits, data requests or other documents pertining to such
applications or any amendments thereto, as in the judgment of such
officers may appear desirable or appropriate; and fuer
RESOLVED, that the acts of the offcers in fiing applications (and
amendments and supplements to such applications) with the regulatory
authorities named in the immediately preceding resolution, together with
the various exhibits to such applications (and such amendments and
supplements), for orders authorizing, notifying as to, or exempting the
issuance and sale or exchange of the New Securities are hereby approved,
ratified and confirmed; and fuer
RESOLVED, that the offcers of the Company are hereby authorized and
directed, in the Company's name and on its behalf, to make any and all
such fuher fiings with, and to take any and all such fuher action in the
proceedings before, federal and state regulatory authorities as in the
judgment of the offcer or offcers taking such action may appear desirable
PageS
or appropriate for the purose of obtaining any and all such fuer
regulatory approvals, authorizations or consents, or making any
notifications, as may be required to be obtained by the Company in
connection with the consummation of the issuance and sale or exchange
by it of the New Securties; and fuher
RESOLVED, that each of the Authorizing Offcers of the Company is
hereby authorized, in the Company's name and on its behalf, to prepare
and execute, and to file or cause to be fied, with the Securties and
Exchange Commission, an appropriate Registration Statement or
Statements, each including a Prospectus, for the registration of the New
Securities or any exchange of New Securties under the Securties Act of
1933 and the rules and regulations promulgated thereunder, in such form
as they or any of them shall approve, together with any and all such
amendments to each such Registration Statement, and with any and all
such exhibits, statements or other documents pertining to the subject
matter thereof as in the judgment of such offcers may appear desirable or
appropriate; and fuher
RESOLVED, that each of Doug Stuver, Bruce Wiliams and Jeff Erb is
hereby appointed as the tre and lawful attorney of the Company with full
power to act with or without the other and with full power of substitution,
to sign each such Registrtion Statement for the registration of the New
Securties under the Securties Act of 1933 for and on behalf of the
Company, that each director of the Company, and each offcer of the
Company who may be required to sign any such Registration Statement
and any amendments thereto, is hereby authorized to appoint Doug Stuver,
Bruce Wiliams and Jeff Erb, and each of them severally, as the tre and
lawful attorney or attorneys of each such director or offcer of the
Company, with full power to act with or without the other and with full
power of substitution, to sign each such Registrtion Statement and any
amendments thereto for or on behalf of each such director or offcer in his
or her capacity or capacities as such, and that the President, any Vice
President and each director of the Company and each offcer of the
Company who may be required to sign any such Registration Statement
and any amendments thereto, is hereby authorized and empowered to
execute an appropriate power of attorney to evidence such appointments
as aforesaid; and fuher
RESOLVED, that Doug Stuver or any other offcer designated by an
Authorized Officer, be and hereby is appointed as the agent for service
named in each such Registration Statement with all the powers incident to
that appointment; and fuher
RESOLVED, that it is desirable and in the best interests of the Company
that its securties be qualified or registered for sale in various jursdictions,
that the President, any Vice President or the Treasurer and the Secretar or
Page 6
any Assistant Secretary hereby are authorized to determine the states in
which appropriate action shall be taen to qualify or register or maintain
the qualification or registration for sale of all or such part of the securties
of the Company as said offcers may deem advisable, that said offcers are
hereby authorized to perform on behalf of the Company any and all such
acts as they may deem necessary or advisable in order to comply with the
applicable laws of any such jursdiction, and in connection therewith to
execute and fie all requisite papers and documents, including, but not
limited to, applications, reports, surety bonds, irrevocable consents, and
appointments of attorneys for service of process and the execution by such
officers of any such paper or document or the doing by them of any act in
connection with the foregoing matters shall conclusively establish their
authority therefor from the Company and the approval and ratification by
the Company of the papers and documents so executed and the action so
taen; and fuher
RESOL YED, that each of the Authorizing Offcers of the Company is
hereby authorized, in the Company's name and on its behalf, to negotiate
with agents, underwters or other purchasers with respect of the terms of
the issuance and sale or exchange of each offering of the New Securties,
and to execute and deliver, in the Company's name and on its behalf, an
agreement or agreements with such agents, underwters or purchasers
providing for such issuace and sale or exchange and containing such
other terms and provisions (including, without limitation, provisions for
compensation, discounts or indemnification of such paries) as shall be
approved by the offcer or officers executing such agreement or
agreements, his, her or their execution thereof to be conclusive evidence
of such approvaL.
D. Effect on Prior Resolutions
RESOLVED, that the foregoing resolutions shall supersede the Prior
Resolutions with respect to the Bonds and Debt Securties, but the
foregoing resolutions shall not affect the validity of any actions taen in
reliance on such previously adopted resolutions and shall not affect the
authorization of the issuance of $800 milion principal amount of Bonds
registered under the Securties Act of 1933 issued pursuant to the Twenty-
Second Supplemental Indentue (which shall remain authorized pursuant
to the Prior Resolutions) and $1,000 milion principal amount of Bonds
registered under the Securties Act of 1933 issued pursuant to the Twenty-
Third Supplemental Indentue (which shall remain authorized pursuant to
the Prior Resolutions).
Page 7
V. General Authorization
RESOLVED, that the Officers and the Board of the Company be, and
hereby are, authorized, empowered and directed, in the name and on
behalf of the Company, to make all such arrngements, to take all such
fuher action, to cause to be prepared and filed any documents, to make
all expenditues and incur all expenses and to execute and deliver, in the
name of and on behalf of the Company, any agreements, instrents,
certificates and documents (including without limitation offcers'
certificates) as they may deem necessar, appropriate or advisable in order
to fully effectuate the purose of each and all of the foregoing resolutions,
and the execution by such officers of any such agreement, instrent,
document or certificate or the payment of any such expenditues or
expenses or the doing by them of any act in connection with the foregoing
matters shall conclusively establish their authority therefor from the
Company and the approval and ratification by the Company of the
agreement, instrment, document or certficate so executed, the expenses
or expenditues so paid and the action so taken; and be it fuher
RESOLVED, that any and all actions heretofore taken by the offcers or
the Board of the Company in connection with the matters contemplated by
the foregoing resolutions, including without limitation the actions and
matters authorized herein and all related documents, instrents and
agreements, be, and hereby are, approved, confirmed and ratified in all
respects.
Page 8
EXHIBITC
Exhibit C
Statement of Control, Ownership and Holding Company Status
1. PacifiCorp does not directly or indirectly own, control or hold power to vote, 5 percent or
more of the outstanding voting securities of any "public utility company" as defined in
the Public Utility Holding Company Act of 1935, as amended (PUHCA 1935) or the
Public Utility Holding Company Act of2005 (PUHCA 2005) of any company that is a
"holding company" by virtue of such acts, and no determination has been made by the
Securities and Exchange Commission or the Federal Energy Regulatory Commission that
PacifiCorp exercises a controlling influence over any such person.
2. All ofPacifiCorp's issued and outstanding common stock is indirectly owned by
MidAmerican Energy Holdings Company, which is a "holding company" under PUHCA
2005 and a majority-owned subsidiar of Berkshire Hathaway Inc.
EXHIBITC
EXHIBITD
PacifiCorp
Pro Forma Issuance of $2.0 bilion of Long-term Debt
Proposed Journal Entries for the 12 Months Ended September 30, 2009
Cash
Unamortized Debt Expense
Bonds
Procee of issuing $2.0 billion In long-term debt
131
181
221
1,980,000,000
20,000,000
2,000,000,000
Bonds 221 614,742,000Cash 131
Proceeds of bond isuance used to finance long-term debt maturies (for scheduled maturies
frm 1011/09 through 12/31/11)
Construction Work In Progress 107Cash 131
Remaining procee of bond isuance used to finance additonal capltl spending
Interest on Long-Term Debt
Temporary Cash Investments
Intre on $2.0 billion bond Issuance
427/216
136
Amortiztion of Debt Expense
Unamortized Debt Expense
Amortzation of debt expense for new Issuance
428/216
181
Temporary Cash Investments 136Interest on Long-Term Debt 427/216
Reduced intere from maturing bonds replaced by new Issuance
Construction Work In Progress
AFUDC - borrowed funds
Capltllzed interet from Incresed CWiP
107
432/216
Income Taxes - Federal
Income Taxes - State
Taxes Accrued
Net ta eff of above Intre expense amounts
409/216
409/216
236
614,742,000
1,365,258,000
1,365,258,000
125,000,000
125,000,000
666,667
666,667
44,567,815
44,567,815
85,328,625
85,328,625
1,413,209
192,032
1,605,241
PacifiCorp
Pro Forma Issuance of $2.0 bilion of Long-term Debt
Pro Forma Assumptions:
1) Proceeds of long-term debt issuance used to replace maturing long-term debt and finance
capital expenditures.
2) Assumed 30 year long-term debt issuance at 6.25% interest rate wih 1.0% issuance costs.
3) For purposes of pro forma statements, the allowance for borrowed funds used during construction
rate assumed equal to rate for new bond issuance used to finance new capital spending.
4) Scheduled long-term debt maturities through 12/31/11:
Maturity
Amount Rate Date Annual Interest
$4,391,000 8.271%10/01/09 363,179.61
351,000 7.978%10/01/09 28,002.78
1,462,000 8.493%10/01/09 124,167.66
1,095,000 8.797%10/01/09 96,327.15
1,726,000 8.734%10/01/09 150,748.84
2,587,000 8.294%10/01/09 214,565.78
94,000 8.635%10/01/09 81,514.40
898,000 8.470%10/01/09 76,060.60
$13,454,000 $1,134,56.82
4,754,000 8.271%10101/10 393,203.34
381,000 7.978%10/01/10 30,396.18
1,588,000 8.493%10/01/10 134,868.84
1,193,000 8.797%10/01/10 104,948.21
1,878,00 8.734%10/01/10 164,024.52
2,803,00 8.294%10/01/10 232,480.82
1,028,000 8.635%10/01/10 88,767.80
977,00 8.470%10/01/10 82,751.90
$14,602,000 $1,231,441.61
8,000,00 9.150%08/09/11 732,000.00
25,000,000 8.950%09/01/11 2,237,500.00
20,000,000 8.950%09/01/11 1,790,000.00
20,00,000 8.920%09/01/11 1,784,000.00
412,000 7.978%10/01/11 32,869.36
1,723,000 8.493%10/01/11 146,334.39
1,298,00 8.797%10/01/11 114,185.06
2,042,00 8.734%10/01/11 178,348.28
3,036,000 8.294%10/01/11 251,805.84
1,116,00 8.635%10/01/11 96,36.60
1,059,000 8.470%10/01/11 89,697.30
500,000,000 6.900%11/15/11 34,500,000.00
3,000,000 8.290%12/30/11 248,700.00
$586,686,000 $42,201,80.83
$614,742,000 $4,567,815.26
5) Effective federal income ta rate of 33.411 % and effecive state tax rate of 4.540%.
EXHIBITD
PACIFIORP
UNCONSOLIDATED BACE SHEET
SEPTEMBER 30, 2009
ASSETS AND OTHER DEBITS TOTAL CORPOnON PROPED FINAING TOTAL PROFOR
UTILITY PLANT
ELECTRIC PLANT IN SERVICE (1011 19,335,764,488.03 19,335,764 488.3
PROPERTY UNDER CAPITAL LEASES (101.11 65,631,518.34 a5631,518.34i=LECTRIC PLAT PURCHASED OR SOLD 102)0.00 0.00
EXPERIMENTAL ELECTRIC PLAT - UNCLASSIFIED (1031 0.00 0.00
ELECTRIC PLANT HELD FOR FUTURE USE (1051 13,709211.10 13,709,211.10
COMPLETED CONSTRUCTION NOT CLASSIFIED (1061 49,461,848.32 49461,848.32
CONSTRUCTION WORK IN PROGRESS - ELECTRIC (1071 1,590,374,104.09 1 450,586625.00 3040,960,729.09
ELECTRIC PLANT ACQUISITION ADJUSTMENTS (1141 157,193,779.75 157,193,779.75
OTHER UTILITY PLANT (118)0.00 0.00
NUCLEAR FUEL (120.1-120.41 0.00 0.00
TOTAL UTILITY PLANT 21,212,134 949.63 1,450,586 625.00 22,662721 574.63
ACCUM PROV FOR DEPR OF ELECT PLANT IN SERVICE (1081 CR 6603,441,059.34 6603,441,059.34
ACCUM PROV FOR AMORT OF ELECT PLANT IN SERVICE (1111 CR 433,091,339.26 433,091,339.26
ACCUM PROV FOR ASSET ACQUISITION ADJUSTMENT (1151 CR 94,957,034.66 94,957,03.61
ACCUM PROV FOR DEPR OF OTHER UTILITY PLANT (1191 CR 0.00 0.00
ACCUM PROV FOR AMORT OF NUCLEAR FUEL ASSEMB (120.51 CR 0.00 0.00
UTILITY PLANT - NET 14,080,645,516.37 1,450,586,625.00 15,531,232,141.37
NONUTILITY PROPERTY AND INVESTMENTS
NONUTILITY PROPERTY (1211 9,804,451.48 9,604,451.48
ACCUM PROV FOR DEPRlAMO~T OF NON UTILITY PROP (1221 CR 1,411184.77 1,411184.77
INVESTMENT IN ACCOCIATED COMPANIES (1231 10,722236.35 10,722,236.35
INVESTMENT IN SUBSIDIARY COMPANIES (123.11 183,520,817.46 183,520,817.46
OTHER INVESTMENTS (1241 82,652,122.78 82,652,122.78
OTHER SPECIAL FUNDS (1281 8,373,542.18 8,373,542.18
LONG-TERM PORTION OF DERIVATIVE INSTRUMENT ASSETS (175)47,225,702.13 47225702.13
TOTAL NONUTILITY PROPERTY & INVESTMENTS 34,887,667.61 0.00 34,887,687.61
CURRENT AND ACCRUED ASSETS
CASH 11311 8,678,697.53 0.00 8,678,697.53
SPECIAL DEPOSITS 1132-1341 759,790.00 759790.00
WORKING FUNDS 11351 1,920.00 1,920.00
TEMPORARY CASH INVESTMENTS (1361 98,815,446.69 (80,432,184.74)18,383,261.95
NOTES RECEIVABLE (1411 542,246.99 542246.99
CUSTOMER ACCOUNTS RECEIVABLE (1421 315,101,943.22 315,101,943.22
OTHER ACCOUNTS RECEIVABLE (1431 23,685,702.02 23,685,702.02
ACCUMULATED P~OV FO~ UNCOLLECTIBLE ACCOUNTS (1441 CR (8,424,342.91 (8,424,342.91 \
NOTES RECEIVABLE FROM ASSOCIATED COMPANIES (1451 7676,740.61 7,676,740.61
ACCOUNTS RECEIVABLE FROM ASSOCIATED COMPANIES (1461 24,899,306.56 24 899,306.56
FUEL STOCK 1151-152\154,865,746.69 154,865,746.69
MATERIALS AND SUPPLIES (1541631 177,522,023.57 177,522,023.57
PREPAYMENTS (1651 192,112,509.51 192,112 509.51
INTEREST AND DIVIDENDS RECEIVABLE (1711 14,999.48 14999.48
RENTS RECEIVABLE (1721 2,191,215.17 2,191,215.17
ACCRUED UTILITY REVENUES 11731 198,863000.00 198,863,000.00
MISCELLAEOUS CURRENT AND ACCRUED ASSETS 11741 61,280139.00 61,280 139.00
CURRENT PORTION OF DERIVATIVE INSTRUMENT ASSETS (1751 163,575,749.88 163,575749.88
LONG-TERM PORTION OF DERIVATIVE INSTRUMENT ASSETS (175)147,225,702.13 (47,225,702.131
DERIVATIVE INSTRUMENT ASSETS - HEDGES (176)14,026,375.58 (4,026,375.581
TOTAL CURRENT AND ACCRUED ASSETS 1,370,910,756.30 (80,432,184.74)1,290,478 571.56
DEFERRED DEBITS
UNAMORTIZED DEBT EXPENSE (181)36,648,519.85 19,333,333.33 55,981,853.18
EXTRAORDINAY PROPERTY LOSSES (182.11 0.00 0.00
UNRECOVERED PLANT AND REGULATORY STUDY COSTS (182.2)6,576,625.37 6,576,625.37
OTHER REGULATORY ASSETS 1182.3)1,445,809,428.54 1,445,809,428.54
PRELIMINARY SURVEY & INVESTIGATION CHARGES (183)2,797,885.64 2,797,885.64
CLEARING ACCOUNTS 11841 0.00 0.00
TEMPORARY FACILITIES (1851 67,576.54 67,576.54
MISCELLANEOUS DEFERRED DEBITS (1861 63,969,730.88 63,969,730.88
RESEARCH DEVELOPMENT DEMONSTRATION EXPENDITURES (1881 0.00 0.00
UNAMORTIZED LOSS ON REACQUIRED DEBT (1891 14,393,956.79 14,393,956.79
ACCUMULATED DEFERRED INCOME TAXES (1901 776,623,977.39 776623,977.39
TOTAL DEFERRED DEBITS 2,34,887,701.00 19,333,333.33 2,388,221,34.33
TOTAL ASSETS AND OTHER DEBITS 18,139,331,661.28 1 389,487,773.59 19,528,819,434.87
SEE PACIFCORP 2008 FEC FORM NO.1 AND 2oo9/Q3 FERC FORM 3-Q FOR TH NOTE TO TH FIANCIA STATEME
EXHIBITD
PAGE 1 OF2
EXHIBTD
PACIFICORP
UNCNSOLIDATED BACE SHEET
SEPTMBER 30, 2009
UAIUlES AND OTHER CRED TOTAL COPOTI PROPOED FINACING TOTAL PROFOR
CAPITALIZATION
COMMON EQUITY
COMMON STOCK ISUED 12011 3,417,945,896.24 3,417945,896.24
COMMON STOCK LIABILITY FOR CONRSION 1203 0.00 0.00
PREMIUM ON CAPITAL STOCK (2071 0.00 0.00
OTHER PAID-IN CAPITAL (208-211)877 ,063 956.38 877,063,956.38
INSTALLMENTS RECEIVED ON CAPITAL STOCK (212)0.00 0.00
CAPITAL STOCK EXNSE (2141 DR 41288206.75 41288206.75
RETAINED EARNINGS (215.1, 216)2,087,635 173.46 2,624,532.22 2090.259,705.68
REACQUIRED CAPITAL STOCK (217)0.00 0.00
ACCUMULATED OTHER COMPREHENSIVE INCOME (219)14,947,347.82)(4,947,347.821
TOTAL COMMON EQUITY 6,336,409,471.51 2 624,532.22 6339.034,003.73
PREFERRED STOCK ISSUED (204)41,463,300.00 41463,300.00
LONG- TERM DEBT
BONDS (221) 6,385,797,000.00 1 385,258,000.00 7,771,055000.00
POLLUTION CONTOL FUNDS ON DEPOSIT WI TRUSTEE (221.4, 5)0.00 0.00
ADVANCES FROM ASSOCIATED COMPANIES (22)0.00 0.00
OTHER LONG- TERM DEBT (2241 0.00 0.00
UNAMORTIZED PREMIUM ON LONG TERM DEBT (2251 36,242.40 36,242.40
UNAMORTIZED DISCOUNT ON LONG- TERM DEBT (22)DR 15,671,545.26 15,671,545.26
TOTAL LONG TERM DEBT 6,370 161,697.14 1,385,258,000.00 7,755419,697.14
TOTAL CAPITALIZTION 12,748,034 468.65 1,387,882,532.22 14,135,911.000.87
OTHR NOCURRENT LIABILITIES
OBLIGATIONS UNDER CAPITAL LEASES (2271 57,862,750.53 57,862750.53
ACCUMULATED PROVISION FOR PROPERTY INSURANCE (228.1\0.00 0.00
ACCUMULATED PROVISION FOR INJURIES & DAMAGES (228.2)9,099,205.68 9,099,205.68
ACCUMULATED PROVISION FOR PENSIONS & BENEFITS (228.3)555,741,813.99 555,741,813.99
ACCUMULATED MISCELLANEOUS OPERATING PROVISIONS 122.41 41,765,555.87 41,765,555.87
ACCUMULATED PROVISION FOR RATE REFUNDS (229)0.00 0.00
LONG-TERM PORTION OF DERIVATIVE INSTRUMENT LIABILITES (244)351,070,771.09 351,070,771.09
ASSET RETIREMENT OBLIGATION 12301 102,493,708.68 102,493,708.68
TOTAL OTHER NONCURRENT LIABILITIES 1,118,033,805.84 0.00 1,118,033805.84
CURRENT AND ACCRUED LIABILITES
NOTES PAYABLE 12311 0.00 0.00
ACCOUNS PAYABLE 12321 560,676,518.26 56,676,518.26
NOTES PAYABLE TO ASSOCIATED COMPANIES (233)0.00 0.00
ACCOUNTS PAYABLE TO ASSOCIATED COMPANIES (234)15,621,478.69 15621,478.69
CUSTOMER DEPOSITS 12351 32,596,615.50 32596,615.50
TAXES ACCRUED 12361 68,437,058.54 1,605,241.38 70,042,299.92
INTREST ACCRUED (237)105,864,647.16 105,864,647.16
DIVDENDS DECLARED 12381 520,947.43 520947.43
MATURED LONG- TERM DEBT 12391 0.00 0.00
MATURED INTEREST 12401 0.00 0.00
TAX COLLECTIONS PAYABLE (241)15,870,445.54 15,870445.54
MISCELLANEOUS CURRENT AND ACCRUED LIABILITIES (242)60,076,361.70 60,076,361.70
OBLIGATIONS UNDER CAPITAL LEASES 12431 3015,042.30 3,015,042.30
DERIVATIVE INSTRUMENT LIABILITIES (2441 444,835,569.68 44,835 569.68
CURRENT PORTION OF DERIVATIVE INSTRUMENT LIABILITIES (244)1351,070771.09 1351070771.09
DERIVATIVE INSTRUMENT LIABILITIES - HEDGES (245)94,913.00 94,913.00
TOTAL CURRENT AND ACCRUED LIABILITIES 956,538,826.71 1,605,241.38 958 144 068.09
DEFERRED CREDITS
CUSTOMER ADVANCES FOR CONSTRUCTION (252)14,422,771.21 14 422 771.21
OTHER DEFERRED CREDITS 12531 40,246,337.09 40,246337.09
OTHER REGULA TORY LIABILITIES 12541 73,813,205.99 73,813205.99
ACCUMULATED DEFERRED INVESTMENT TAX CREDITS (255)46,873,758.00 46 873,758.00
UNAMORTIZED GAIN ON REACQUIRED DEBT 1257 0.00 0.00
ACCUM DEFERRED INCOME TAXS. ACCEL AMORTIZTN 12811 0.00 0.00
ACCUM DEFERRED INCOME TAX5-THER PROPERTY (2821 2,674,779,07700 2,674,779,07700
ACCUMULATED DEFERRED INCOME TAXES-OTHER (283)466,589,410.79 466,589,410.79
TOTAL DEFERRED CREDITS 3,316724,560.06 0.00 3,316 724 560.08
TOTAL LIABILITES AND OTHER CREDITS 18139,331,661.28 1 389,487,773.59 19,528,819,434.87
SEE PACIFCORPS 2008 FEC FORM NO. I AN 2oo9/Q3 FEC FORM 3.. FOR TH NOT TO TH FIANCIAL STATEME
EXHIBITD
PAGE20F2
EXHffITE
EXHIBITE
PACIFICORP
UNCONSOLIDATED STATEMENT OF INCOME
12 MONTHS ENDED SEPTEMBER 30, 2009
TOTAL CORPORATION PROPOSED FINANCING TOTAL PROFORMA
UTILITY OPERATING INCOME
OPERATING REVNUES 4,306,400,47748 4 30 400 47748
OPERATION AND MAINTENACE EXPENSE
OPERATION 2317021,002.59 2317 021,002.59
MANTENANCE 390,932,479.89 390 932 479.89
TOTAL OPERATION AND MAINTENACE EXPENSE 2707,953482.48 0.00 2,707 953 482.48
DEPRECIATION 460,207693.30 460,207,693.30
AMORTIZATION 47 120,555.91 47,120555.91
TAXES OTHER THAN INCOME TAXES 116,734,549.29 116 734 549.29
CURRENT INCOME TAXES (284,627,744.29)1,605241.38 (28302502.91
PROVISION FOR DEFERRED INCOME TAXES 467,948872.56 467 948 872.56
INVESTMENT TAX CREDIT ADJUSTMENTS - NET (1,825568.00)(1 825,568.00
GAINS FROM DISPOSITION OF UTILITY PLANT CR 0.00 0.00
LOSSES FROM DISPOSITION OF UTILITY PLANT 0.00 0.00
GAINS FROM DiSPOSITION OF ALLOWANCES CR 7,487,891.21 7,487891.21
ACCRETION EXPENSE 0.00 0.00
UTILITY OPERATING INCOME 800 376 527.44 (1,605,241.38 798771286.06
OTHER INCOME AND DEDUCTIONS
OTHER INCOME
INCOME FROM MERCHANDISING (32586.84)(32,58.84)
INCOME FROM NONUTILITY OPERATIONS 197,949.86 197.949.86
NONOPERATING RENTAL INCOME 67,732.76 67,732.76
EQUITY IN EARNINGS OF SUBSIDIARIES 1,504 182.61 1 504,182.61
INTEREST AND DIVDEND INCOME 42 949 384.00 42,949,384.00
ALLOW FOR FUNDS USED DURING CONSTRUCTION 61,000,695.70 61 000,695.70
MISCELLANEOUS NONOPERATING INCOME 59 094,820.43 59 094 820,3
GAIN ON DISPOSITION OF PROPERTY 2090419.28 2090,419.28
TOTAL OTHER INCOME 166,872,597.80 0.00 166,872,597.80
OTHER INCOME DEDUCTIONS
LOSS ON DISPOSITION OF PROPERTY 234,516.61 234 516.61
MISCELLAEOUS AMORTIZATION 1257802.06 1257802.06
MISCELLANEOUS INCOME DEDUCTIONS 45,685,285.35 45,685,285.35
TOTAL OTHER INCOME DEDUCTIONS 47,177 604.02 0.00 47,177 604.02
TAXES APPLIC TO OTHER INCOME & DEDUCTIONS
TAXES OTHER THAN INCOME TAXES 326294.68 326294.68
INCOME TAXES 40,196,502.00 40 196,502.00
DEFERRED INCOME TAXES 4,571,319.00 4,571,319.00
INVESTMENT TAX CREDITS (2,907759.00 (2 907 759.00l
TOTAL TAXS APPLIC TO OTHER INC & DED 42,186,356.68 0.00 42,186,356.68
NET OTHER INCOME AND DEDUCTIONS 77,508637.10 0.00 77 508.637.10
INCOME BEFORE INTEREST CHARGES 877 885 164.54 (1,605241.38 876 279 923.16
INTEREST CHARGES
INTEREST ON LONG- TERM DEBT 358561 318.28 80432,184.74 438993,503.02
AMORTIZATION OF DEBT DISCOUNT AND EXPENSE 3,628,338.63 666666.67 4,295 005.30
AMORTIZATION OF LOSS ON REACQUIRED DEBT 3009191.25 3,009191.25
AMORTIZATION OF PREMIUM ON DEBT (2,718.18 (2718.18)
AMORTIZATION OF GAIN ON REACQUIRED DEBT 0.00 0.00
INTEREST ON DEBT TO ASSIATED COMPANIES (9.65 (9.65)
OTHER INTEREST EXPENSE 34,559,733.63 34 559 733.63
ALLOW FOR BRD FUNDS USED DURING CONSTR (36,030,648.67 (85,328,625.00 (121 359 273.67\
NET INTEREST CHARGES 363,725 205.29 (4229 773.59 359,495.431.70
INCOME BEFORE EXTRAORD. ITEMS 514 159,959.25 2624,532.22 516,784 491.47
EXRAORDINARY ITEMS - NET OF INCOME TAX
INCOME TAX ON CUM. EFFECT OF CHANGE IN ACCT. PRINC 0.00 0.00
CUMULATIVE EFFECT OF CHAGE IN ACCT. PRINCIPLE 0.00 0.00
NET INCOME 514,159,959.25 2624532.22 516784.491.47
PREFERRED DIVDEND REQUIREMENTS 2,083789.72 2,083,789.72
EARNINGS AVAILABLE FOR COMMON STOCK 512 076 169.53 2 624,532.22 514700,701.75
EXHIBITE
PAGE 1 OF 1
SEE PACIFCORP 2008 PEC FORM NO.1 AN 2009/Q3 PERC FORM 3-Q FOR TH NOTES TO TH FIANCIA STATES
EXHIBIT I
EXHIBIT I
PACIFICORP
PRO FORMA UNCONSOLIDATeD STATEMENT OF REAINED EAINGS
12 MONTHS ENDED SEPTEMBER 30, 2009
TOTAL COPOOON PROPOSED FIG I TOTAL PROFORA
I
RETAINED EANINGS 215 215.1 216 216.1)I
BALNCE AT BEGINNING OF PERIOD 1576925268.12 1 576 92 26.12
NET INCOME 514159 95.25 2,624532.22 516784 491.47
ADJUSTMNT TO RETAINED EANINGS PENSION
(MEASUREMENT DATE CHAGE 13626.19 (1 36 26.19
SUBTOTAl 208 718 96.18 2624,53.22 2 09 34,495.40
DIVDENDS DEClAED
PREFERRED STOCK 208789.72 208789.72
COMMN STOCK 0.00 0.00
BACE AT END OF PERIOD 208763 173.46 2624532.22 2 09 25 705.68
SEE PACIFCORP 200 PEC FORM NO. i AN 2O1Q3 PEC FORM 300 FOR TH NOTS TO TH FIANCI STATES
EXIBIT I
PAGE 1 OF 1
EXHmlTJ
Exhibit J
Limitations on Issuance of First Mortgage Bonds
and Preferred Stock
September 30, 2009
Mortgage
Bonds may be issued under the Company's Mortgage on the basis of: (1) Class
"A" Bonds delivered to the Trustee under the Mortgage; (2)70% of qualified Property
Additions after adjustments to offset retirements; (3) retirement of Bonds or certain prior
lien bonds; and/or (4) deposits of cash. With certain exceptions in the case of (1) and (3)
above, the issuance of Bonds under the Mortgage is subject to adjusted net earings of
the Company for twelve out of the preceding fifteen months, before income taxes, being
at least twice the annual interest requirements on all Bonds at the time outstanding,
including any new issue, all outstanding Class "A" Bonds held other than by the Trustee
or by the Company, and any other indebtedness secured by a lien prior to the Lien of the
Mortgage.
Under above mortgage coverage tests, the Company estimates that it could have
issued an additional $4.6 bilion principal amount of Bonds under the Mortgage as of
September 30,2009.
Preferred Stock
Not applicable to proposed issuance.
EXHIBIT J
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
In the Matter of the Application of
ROCKY MOUNTAIN POWER for
authority to (1) issue and sell or
exchange not more than $2,000,000,000
of debt, (2) enter into credit support
arrangements, (3) enter into currency
swaps, and (4) contribute or sell
additional debt to special-purpose
entities.
On February
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lOIU FEB -5 AM 9:35
CASE NO. PAC-E-lffAHO F'Ui::U.,
UTlLll he:S COMiVllSSIO
ORDER NO.
, 2010, PacifiCorp dba Rocky Mountain Power (Company) filed an
Application that requested shelf authority to borrow not more than $2,000,000,000 in debt, in
one or more offerings.
Specifically, the Company seeks authority to: (1) issue and sell or exchange, in one or
more public offerings or private placements, not later than Februar 28, 2015, fixed or floating
rate debt (Debt) in the aggregate principal amount of not more than $2,000,000,000 or, if such
Debt is issued at an original issue discount, such greater amount as shall result in an aggregate
offering price of not more than $2,000,000,000 (or its equivalent amount in, or based upon,
foreign currencies determined at the time of issue); (2) enter into letter of credit arangements
with one or more banks or such other agreements or arangements as may be necessary or
appropriate, from time to time, to provide additional credit support for the payment of the
principal of, the interest on, and the premium (if any) on such Debt; (3) enter into one or more
currency swaps; and (4) contribute or sell additional Debt to special-purose entities (SPEs) in an
amount based upon the common securities of the SPE and Commission approval of the proposed
guarantee and expense payment agreements relating to the preferred securities of the SPE. Such
authority would remain in effect until February 28, 2015 so long as the Company maintains a
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BBB- or higher senior secured debt rating, as indicated by Standard & Poor's Rating Services,
and a Baa3 or higher senior secured debt rating, as indicated by Moody's Investors' Service, Inc.
After reviewing the Application, the Commission grants the Company's request.
STAFF RECOMMENDATION
(To be inserted.)
FINDINGS OF FACT
1. The Company was incorporated under Oregon law in August 1987 for the purpose of
facilitating consummation of a merger with Utah Power & Light Company, a Utah corporation,
and changing the state of incorporation of PacifiCorp from Maine to Oregon. The Company
currently serves customers as Rocky Mountain Power in Idaho, Utah and Wyoming and as
Pacific Power in California Oregon and Washington.
2. The Company proposes to issue or exchange the Debt in either public offerings or
private placements, domestically or overseas from time to time not later than February 28, 2015
so long as the Company maintains a BBB- or higher senior secured debt rating, as indicated by
Standard & Poor's Rating Services, and a Baa3 or higher senior secured debt rating, as indicated
by Moody's Investors' Service, Inc. The Company finds that the variety of borrowing options
available to it dictate that it have the abilty to select the debt instrument, market and maturity
that allows it to borrow at a lower all-in cost, consistent with its financial goals. The type of
issue and its terms including interest rate wil be determined at the date of issue and the
Company wil notify the Commission Staff of the terms as soon as practical before the issue.
The type of issue wil be based on the all-in costs and benefits of the alternatives. The Company
committed in Case No. PAC-E-99-3 to a cost test where foreign transactions wil not be utilized
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for ratemaking unless and until it can assure the all-in costs of the foreign borrowing is no more
than the all-in cost of similar domestic borrowings.
3. If the Debt bears a fixed rate, the interest rate wil be set at the time of issuance. If the
Debt bears a floating rate, the interest rate wil be set periodically based upon a published or
quoted index. The Debt may be publicly or privately placed in the domestic or foreign markets.
Selection of the method of issuance and the location wil depend on the relative all-in cost and
other benefits of the alternatives being considered.
4. The types of offerings contemplated by the Company in its application include:
a. Conventional first mortgage bonds placed publicly or privately in the
domestic or foreign markets;
b. Secured or unsecured medium-term notes placed publicly or privately in
the domestic or foreign markets;
c. Floating rate debt placed publicly or privately in the domestic or foreign
markets;
d. Eurodollar financings placed publicly or privately overseas;
e. Debt issued overseas denominated in, or based upon, foreign currencies
combined with a currency swap to effectively eliminate the curency risk;
and
f. Subordinated debt placed publicly or privately in the domestic or foreign
markets and issued either alone or in conjunction with an offering of
preferred securities by an SPE organized by the Company.
5. The Application recognizes that a foreign currency offering involves a degree of risk to
a U.S. issuer because changes in the relationship between the value of the U.S. dollar and foreign
curency may increase the ultimate cost of the debt. Curency swaps allow a pary to make a
series of payments in U.S. dollars in exchange for a series of payments in, or based upon, foreign
currencies. Combining a foreign curency offering with a currency swap effectively eliminates
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the currency risk by providing the issuer a stream of foreign currency payments equal to
obligations on the foreign debt.
6. The Company expects to issue or exchange the Debt in either public offerings or
private placements from time to time not later than February 28, 2015 so long as the Company
maintains a BBB- or higher senior secured debt rating, as indicated by Standard & Poor's Rating
Services, and a Baa3 or higher senior secured debt rating, as indicated by Moody's Investors'
Service, Inc. The Debt may have various matuities, although medium-term notes generally have
maturities longer than nine months.
7. The net proceeds of the issuances wil be used for one or more of the utility purposes
authorized by Idaho Code § 61-901. To the extent that any funds to be reimbursed were used for
the discharge or refunding of obligations, those obligations or their precedents were originally
incurred in furtherance of a utility purpose.
8. Based upon the representation in the Application, we find that the funds obtained
through the proposed types of offerings wil be used for the acquisition of property; the
construction, completion, extension or improvement of utility facilities; the improvement or
maintenance of its service; the discharge or lawful refuding of obligations which were incurred
for utilty purposes; or the reimbursement of the Company's treasury for funds used for the
foregoing purposes.
The Company has paid the fees required by Idaho Code § 61-905.
CONCLUSIONS OF LAW
PacifiCorp doing business as Rocky Mountain Power is an electrical corporation within
the definition of Idaho Code § 61-119 and is a public utility within the definition of Idaho
Code § 61-129.
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The Commission has jurisdiction over this matter pursuant to the provisions of Idaho
Code § 61-901 et seq., and the Application reasonably conforms to Rules 141 through 150 of the
Commission's Rules of Procedure, IDAPA 31.01.01.141-150.
(After examining the Application and Staff s recommendation, the Commission finds that
an evidentiary hearing in this matter is not required.)
The method of issuance is proper.
The general purposes to which the proceeds wil be put are lawfl purposes under the
Public Utilties Law of the State of Idaho, are within PacifiCorp's corporate powers, and are
compatible with the public interest. However, this general approval of the general purposes to
which the proceeds wil be put is neither a finding of fact nor a conclusion of law that any
paricular construction program of the Company 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 issuance of an Order authorizing the proposed financing does not constitute agency
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 should be approved.
ORDER
IT IS THEREFORE ORDERED that the PacifiCorp dba Rocky Mountain Power
Application is granted. The Company is authorized to: (1) issue and sell or exchange, in one or
more public offerings or private placements, not later than February 28, 2015, fixed or floating
rate Debt in the aggregate principal amount of not more than $2,000,000,000 or, if the Debt is
issued at an original issue discount, such greater amount as shall result in an aggregate offering
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price of not more than $2,000,000,000 (or its equivalent amount in, or based upon, foreign
currencies determined at the time of issue); (2) enter into letter of credit arrangements with one
or more bans or such other agreements or arangements as may be necessary or appropriate,
from time to time, to provide additional credit support for the payment of the principal of, the
interest on, and the premium (if any) on the Debt; and (3) enter into one or more currency swaps.
Such authority would remain in effect until February 28, 2015, so long as the Company
maintains a BBB- or higher senior secured debt rating, as indicated by Standard & Poor's Rating
Services, and a Baa3 or higher senior secured debt rating, as indicated by Moody's Investors'
Service, Inc.
IT IS FURTHER ORDERED that if the Company's senior secured debt ratings fall
below the investment grade levels referenced in the above ordering paragraph (the
"Downgrade"), the Company's authority to incur Debt as provided in this Order shall not
terminate, but instead such authority wil continue for a period of 364 days from the date of the
Downgrade (the "Continued Authorization Period") provided that the Company:
(1) Promptly notifies the Commission in writing of the Downgrade; and
(2) Files a supplemental application within seven (7) days. after the Downgrade,
requesting a supplemental order ("Supplemental Order") authorizing the Company to
continue to incur Debt as provided in this Order, notwithstanding the Downgrade.
Until the Company receives the Supplemental Order, any Debt incurred or issued by
the Company during the Continued Authorization Period wil become due or mature
no later than the final date of the Continued Authorization Period.
IT IS FURTHER ORDERED that the Company shall fie with the Commission an
application seeking approval of any proposed contribution or sale by the Company of additional
Debt to special-purpose entities (SPEs) before such an agreement may be deemed effective.
IT IS FURTHER ORDERED that the Company shall file with the Commission on a
quarerly basis debt reports including any Debt authorized by this Order and, to the extent not
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otherwise an obligation of the Company pursuant to Commitment I 20 approved by Order No.
29998 in Case No. PAC-E-05-8, all credit rating agency reports related to the Company issued
during the quarter.
IT is FURTHER ORDERED that the Company shall fie the following as they become
available:
a. The "Report of Securities Issued" required by 18C.F.R. § 34.1 O.
b. Verified copies of any agreement entered into in connection with the
issuance of Debt pursuant to this order.
c. A verified statement setting forth in reasonable detail the disposition of the
proceeds of each offering made pursuant to this order.
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
this jurisdiction and authority as provided by law.
IT is FURTHER ORDERED that nothing in this Order and no provision of Chapter 9,
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 the Company notify the Commission as soon as
possible prior to the issuance with as much information as possible on the issue. The notice may
be by telephone or facsimile to be followed with letter of verification if notice is less than seven
days.
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IT is FURTHER ORDERED that issuance of this Order does not constitute acceptance
of the Company'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) 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. Within seven (7) days
after any person has petitioned for reconsideration, any other person may cross-petition for
reconsideration. See Idaho Code § 61-626.
DONE by Order of the Idaho Public Utilties Commission at Boise, Idaho, this
day of ,2010.
lIM KEMPTON, Commissioner
MACK A. REDFORD, Commissioner
MARSHA H. SMITH, Commissioner
ATTEST:
JEAN JEWELL
Commission Secretary
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