In the Matter of PacifiCorp (Trojan Nuclear Plant Independent Spent Fuel Storage Installation); Order Approving Application Regarding Proposed Acquisition Indirect Transfer of Materials License SNM-2509

I

By application dated June 30, 2005, and supplemented on August 12, 2005, PacifiCorp, together with PacifCorp Holdings, Inc., and MidAmerican Energy Holdings Company (MEHC), requested approval of the indirect transfer of control of Materials License No. SNM-2509 for the Trojan Independent Spent Fuel Storage Installation (ISFSI), with regard to PacifiCorp's 2.5 percent interest in the Trojan ISFSI, to MEHC. PacifiCorp is a non-operating licensee of the Trojan ISFSI, and will continue to hold the license. The request was in connection with the sale of PacifiCorp, which will become an indirect wholly-owned subsidiary of MEHC. The supplemental letter cited above did not expand the scope of the application beyond that noticed in the Federal Register on July 27, 2005 (70 FR 43461).

The U.S. Nuclear Regulatory Commission (NRC) 10 CFR Part 50 license for the Trojan Nuclear Plant (License No. NPF-1) was terminated on May 23, 2005, after completion of the radiological decommissioning of the nuclear plant. The Trojan ISFSI holds spent fuel from the former Trojan Nuclear Plant.

PacifiCorp is a wholly owned subsidiary of PacifiCorp Holdings, Inc. (PHI), which in turn is an indirect, wholly-owned subsidiary of Scottish Power, plc. PacifiCorp will be sold to PPW, LLC, a Delaware limited liability corporation and a wholly-owned subsidiary of MEHC. The name of the MEHC subsidiary that will acquire PacifiCorp was changed from NWQ Holdings, LLC to PPW Holdings, LLC. PacifiCorp operates an electric utility in six western states of the United States, serving approximately 1.6 million retail customers with annual revenues of approximately $3 billion per year. PacifiCorp will remain an electric utility after the sale to MEHC.

MEHC, a global electric and natural gas utility operating in the United States, the United Kingdom, and the Philippines, serves approximately 4.4 million electric customers and 680,000 natural gas customers. Its annual operating revenue is approximately $6.5 billion.

MEHC will purchase all the outstanding shares of PacifiCorp from PHI for a value of approximately $9.4 billion, consisting of approximately $5.1 billion in cash and approximately $4.3 billion in net debt and preferred stock which will remain outstanding at PacifiCorp.

The Trojan ISFSI is jointly owned by three licensees: Portland General Electric Company (PGE) (67.5%); Eugene Water & Electric Board (30%); and PacifiCorp (2.5%). PGE has always been the sole operator of the Trojan ISFSI and will remain the sole operator. The Eugene Water & Electric Board and PacifiCorp are non-operating licensees. PacifiCorp has no right of access to the ISFSI. No physical changes will occur to the Trojan ISFSI as a result of the change in ownership of PacifiCorp. Thus, both the management and operation of the ISFSI will remain unchanged.

II

The applicant requested approval of the indirect transfer of the Trojan ISFSI license, to the extent held by PacifiCorp, to MEHC, pursuant to 10 CFR 72.50(a) which states:

No license or any part included in a license issued under this part for an ISFSI [Independent Spent Fuel Storage Installation] or MRS [Monitored Retrievable Storage Installation] shall be transferred, assigned, or in any manner disposed of, either voluntarily or involuntarily, directly or indirectly, through transfer of control of the license to any person, unless the Commission gives its consent in writing.

The Commission will approve an application for the indirect transfer of a license, if, after appropriate notice and observance of required procedures, the Commission determines that: (1) The underlying transaction effecting the indirect transfer will not affect the qualifications of the holder of the license; and (2) the indirect transfer of the license is consistent with applicable provisions of the law, and the regulations and orders issued by the Commission.

Upon review of the information in the application, and other information before the Commission, the NRC staff has determined that MEHC's proposed purchase of all the outstanding shares of PacifiCorp from PHI will not affect the qualifications of PacifiCorp as holder of Materials License No. SNM-2509, and that the indirect transfer of the license, to the extent effected by the proposed acquisition, is otherwise consistent with applicable provisions of law, regulations, and orders issued by the Commission, subject to the conditions set forth herein. These findings are supported by “Safety Evaluation by the Office of Nuclear Materials Safety and Safeguards, PacifiCorp, Trojan Independent Spent Fuel Storage Installation, Docket No. 72-17,” dated October 27, 2005.

III

In view of the foregoing, the Commission finds that the acquisition of PacifiCorp by MEHC will not affect the qualifications of PacifiCorp to hold the Trojan ISFSI Materials License to the extent now held by PacifiCorp, and the indirect transfer of control of the license to MEHC is otherwise consistent with the applicable provisions of law, regulations, and orders issued by the Commission pursuant thereto.

Accordingly, pursuant to Sections 161b, 161i, 161o, and 184 of the Atomic Energy Act of 1954, as amended (the Act), 42 U.S.C. 2201(b), 2201(i), 2201(o), and 2234; and 10 CFR 72.50, it is hereby ordered that the application regarding the indirect license transfer related to the proposed acquisition is approved, subject to the following conditions:

(1) PacifiCorp shall provide the Director of the Office of Nuclear Material Safety and Safeguards a copy of any application, at the time it is filed, to transfer (excluding grants of security interests or liens) from PacifiCorp to its direct or indirect parent, or to any affiliated company, facilities for the production, transmission, or distribution of electric energy having a depreciated book value exceeding 10 percent (10%) of PacifiCorp's net utility plant, as recorded on its books of account.

(2) Should the proposed indirect license transfer not be completed by December 31, 2006, this Order shall become null and void, provided, however, upon application and for good cause shown, such a date may be extended.

This Order is effective upon issuance.

For further details with respect to this Order, see the application dated June 30, 2005, and supplement dated August 12, 2005, and the safety evaluation report dated October 27, 2005, which are available for public inspection at the Commission's Public Document Room (PDR), located at One White Flint North, Public File Area O1 F21, 11555 Rockville Pike (first floor), Rockville, Maryland. Publicly available records will be accessible electronically from the Agencywide Documents Access and Management System's (ADAMS) Public Electronic Reading Room on the Internet at the NRC Web site, http://www.nrc.gov/reading-rm/adams.html . Persons who do not have access to ADAMS or who encounter problems in accessing the documents located in ADAMS, should contact the NRC PDR Reference staff by telephone at 1-800-397-4209, 301-415-4737 or by e-mail to pdr@nrc.gov.