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PacifiCorp to be acquired by MidAmerican Energy Holding Company 
May 24, 2005

Hi All,

    I wanted to give you a heads up on what I think is some pretty exciting news.  Scottish Power announced today that it has reached a definitive agreement to sell PacifiCorp (Pacific Power & Utah Power) to MidAmerican Energy Holdings Company.  Of course the transaction will have to be approved by numerous regulatory bodies before it can be finalized, a process that will probably take a year to complete.  If the transaction is completed PacifiCorp would once again be a US owned company.  I have attached a copy of the news release along with some information on the announcement.  MidAmerican is a strong-stable company that understands US utility regulation and highly values customer service.  They invest for the long term - great news for our type of business.  

Sally, PacifiCorp

MidAmerican Energy Holdings Company
To Acquire PacifiCorp from Scottish Power plc
MidAmerican Energy Holdings Company has reached a definitive agreement with
ScottishPower (SPW.LN, SPI.NYSE) to acquire its subsidiary, PacifiCorp, and create an energy
holding company serving approximately 3 million electric and natural gas customers in 10
contiguous states and 6.6 million customers worldwide.
The transaction has a value of approximately $9.4 billion.
David L. Sokol, MidAmerican chairman and chief executive officer, said, “This
acquisition advances our strategy of owning and operating a portfolio of high-quality energy
businesses with a strong focus on customer satisfaction, employee commitment and efficiency.”
Warren Buffett, chairman of Berkshire Hathaway, said, “The energy sector has long
interested us, and this is the right fit. We are excited to be making this long-term investment,
through MidAmerican, in the premier energy company in the West. PacifiCorp is a great
company with outstanding assets.”
The transaction, which has been approved unanimously by both companies’ boards of
directors, will result in a company with assets totaling more than $32 billion internationally, of
which $25.3 billion are in the United States.
Following the acquisition, MidAmerican will have approximately $10 billion in annual
revenues internationally, of which $8.5 billion will be from the United States. It will own,
operate and have under construction or in advanced development more than 16,000 megawatts of
electric generation in the United States, relying on a diverse fuel mix of coal, geothermal,
hydroelectric, natural gas, nuclear, biomass and wind power to meet customers’ needs.
Ian Russell, chief executive of ScottishPower, said, “MidAmerican is a good strategic fit
for PacifiCorp. We strongly believe that this transaction is in the best interests of PacifiCorp's
customers and employees.”
- more -
MidAmerican PacifiCorp Acquisition/Page 2
PacifiCorp will operate under its current name and will continue to be headquartered in
Portland. The company will continue operating as Pacific Power in Oregon, Wyoming,
Washington and northern California, and as Utah Power in Utah and Idaho.
MidAmerican will purchase all of the outstanding shares of PacifiCorp common stock for
approximately $5.1 billion in cash plus approximately $4.3 billion in net debt and preferred
stock, which will remain at PacifiCorp. The acquisition is subject to customary conditions,
including the approval of the transaction by the shareholders of ScottishPower and the receipt of
required state and federal approvals. The transaction is expected to be completed in 2006.
Judi Johansen, president and chief executive officer of PacifiCorp, added, “I am very
pleased about today's announcement. This transaction will allow PacifiCorp to continue its focus
on employees, customers, communities and the environment.”
Greg Abel, president and chief operating officer of MidAmerican, said, “I am pleased to
be working with PacifiCorp’s great management team and dedicated employees. I look forward
to supporting them in the execution of their business plans.”
Financial advisors for MidAmerican were Houlihan Lokey Howard & Zukin. For
ScottishPower, financial advisors were UBS and Morgan Stanley.
PacifiCorp, an electric utility providing service to 1.6 million customers in California,
Idaho, Oregon, Utah, Washington and Wyoming, was formed in 1984. In 1989, it merged with
Utah Power and Light, and continued doing business as Pacific Power and Utah Power. In 1999,
PacifiCorp merged with United Kingdom-based ScottishPower. PacifiCorp operates as Pacific
Power in Oregon, Washington, Wyoming and California; and as Utah Power in Utah and Idaho.
Information on PacifiCorp is available on the Internet at www.pacificorp.com.
MidAmerican Energy Holdings Company is based in Des Moines, Iowa, and is a
privately owned global provider of energy services. Through its energy-related business
platforms – CalEnergy, CE Electric UK, Kern River Gas Transmission Company, Northern
Natural Gas Company and MidAmerican Energy Company – MidAmerican provides electric and
natural gas service to 5 million customers worldwide. Information on MidAmerican is available
on the Internet at www.midamerican.com.
- more -
MidAmerican PacifiCorp Acquisition/Page 3
Scottish Power plc is an international energy business listed on both the London and New
York Stock Exchanges. ScottishPower and its subsidiaries generate electricity, operate and
maintain large power delivery networks and provide a full range of energy supply services,
including metering, billing and call center support. In the United Kingdom, ScottishPower's
activities also extend to supply of gas to customers.
Media Contacts:
For MidAmerican:
In the United States, Allan Urlis, Director of Media Relations
In the United Kingdom, Jon Bird, Director of External Affairs
For ScottishPower:
Colin McSeveny, Group Media Relations Manager
For PacifiCorp:
Jan Mitchell, Director of External Communications
More acquisition information:
# # #
825 N.E. Multnomah, Suite 2000
Portland, Oregon 97232
May 24, 2005
Dear Valued Partner:
As you may have heard, it was announced this morning that MidAmerican Energy
Holdings Company (MEHC) has entered into a definitive agreement to acquire
PacifiCorp from ScottishPower.
This acquisition provides an excellent opportunity to build on PacifiCorp’s strong
record of service to Oregon. The management teams of PacifiCorp, ScottishPower and
MidAmerican Energy Holdings Company are committed to making this transaction
beneficial to Pacific Power customers, Oregon's communities and our employees.
You also have our companies’ commitment that PacifiCorp management and employees
will keep focused on providing safe and reliable service, exceptional customer
satisfaction, civic leadership and responsible environmental stewardship through the
period of regulatory review and the transition to new ownership. MidAmerican Energy
Holdings Company shares these values with us, which is one reason why MEHC will
make an excellent owner for PacifiCorp.
Few, if any, workforce reductions will occur as a result of the acquisition. Pacific Power
will remain locally managed, and PacifiCorp’s corporate headquarters will remain in
I am attaching the news release announcing the transaction to provide you more
information. Please let us know if you have any questions or concerns.
Judi Johansen
President and Chief Executive Officer





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