v3.26.1
Dispositions
3 Months Ended
Mar. 31, 2026
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]  
Dispositions Dispositions
On February 15, 2026, PacifiCorp and Portland General Electric Company and an affiliate of Portland General Electric Company (together, the "PGE Entities") entered into an Asset Purchase and Service Area Transfer Agreement (the "Sale Agreement") to sell to the PGE Entities certain PacifiCorp assets and liabilities associated with PacifiCorp's Washington operations for a sales price of $1.9 billion in cash plus additional cash consideration for the value of specified assets to be delivered at closing, subject to customary purchase price adjustments (the "Transaction").

The Transaction assets and liabilities are associated with PacifiCorp's retail service area in Washington and include certain related distribution assets and infrastructure, as well as PacifiCorp's Chehalis combined cycle natural gas-fueled generating facility located in Chehalis, Washington, Goodnoe Hills wind-powered generating facility located in Goldendale, Washington, and Marengo wind-powered generating facility located in Dayton, Washington.

The Transaction has been approved by PacifiCorp's board of directors but is subject to customary closing conditions including (i) the expiration or termination of the waiting period and other required approvals under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and (ii) the receipt of all necessary approvals, waivers and rulings from the Federal Energy Regulatory Commission ("FERC") and each of PacifiCorp's six state public utility commissions. In March and April 2026, PacifiCorp filed for approval of the Transaction and associated disposition of assets with each of its state public utility commissions, requesting approval by March 1, 2027. PacifiCorp expects to file with the FERC in June 2026 under applicable sections of the Federal Power Act and expects approval will be received within the timeframe requested of the state public utility commissions. The Transaction is expected to close shortly after approvals are received.

The Sale Agreement contains certain termination rights, including if the Transaction is not consummated by August 15, 2027, (subject to a six month extension to the extent certain regulatory approvals have not been received as of such date), and provides that upon termination of the Sale Agreement under certain specified circumstances, the terminating party would be required to pay the other party a termination fee of $35 million.

As a result of the Transaction, the Company has presented the associated assets and liabilities as held for sale as of March 31, 2026, on the Consolidated Balance Sheets within current assets and current liabilities due to the expected timing of close of the Transaction. As the Transaction does not represent a strategic shift that will have a major impact on PacifiCorp's operations or financial results based on the scale of PacifiCorp's Washington operations and retail service territory relative to its overall operations and retail service territory, the Transaction does not qualify for presentation as discontinued operations.
As the carrying value of the associated assets and liabilities are less than fair value less costs to sell, no loss has been recorded as a result of the Transaction. PacifiCorp continues to depreciate the property, plant and equipment included in the Transaction as it will continue to operate the assets and serve PacifiCorp's Washington customers through closing of the Transaction, during which time it will continue to recover in retail rates the associated depreciation expense and return on investment, and the continued depreciation will be reflected in the carry-over basis of the assets upon closing.

The assets and liabilities held for sale as presented in Assets held for sale and Liabilities held for sale on the Consolidated Balance Sheets as of March 31, 2026, are as follows:
Assets held for sale:
Trade receivables, net$111 
Property, plant and equipment, net:
Utility generation, transmission and distribution systems
1,997 
Accumulated depreciation and amortization(455)
Construction work-in-progress46 
Property, plant and equipment, net1,588 
Regulatory assets154
Goodwill
89
Other assets52
Total assets held for sale$1,994 
Liabilities held for sale:
Regulatory liabilities$200 
Other liabilities49 
Total liabilities held for sale$249 

Regulatory assets include amounts associated with deferred net power costs and unrealized loss on regulated derivative contracts for which the underlying contracts will transfer to the Buyer. Other assets and other liabilities include inventories, certain prepaid expenses, derivative balances, lease balances, asset retirement obligation balances and transmission deposits. Regulatory liabilities include amounts associated with cost of removal and excess deferred income tax liability balances.
PAC  
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]  
Dispositions Dispositions
On February 15, 2026, PacifiCorp and Portland General Electric Company and an affiliate of Portland General Electric Company (together, the "PGE Entities") entered into an Asset Purchase and Service Area Transfer Agreement (the "Sale Agreement") to sell to the PGE Entities certain PacifiCorp assets and liabilities associated with PacifiCorp's Washington operations for a sales price of $1.9 billion in cash plus additional cash consideration for the value of specified assets to be delivered at closing, subject to customary purchase price adjustments (the "Transaction").

The Transaction assets and liabilities are associated with PacifiCorp's retail service area in Washington and include certain related distribution assets and infrastructure, as well as PacifiCorp's Chehalis combined cycle natural gas-fueled generating facility located in Chehalis, Washington, Goodnoe Hills wind-powered generating facility located in Goldendale, Washington, and Marengo wind-powered generating facility located in Dayton, Washington.

The Transaction has been approved by PacifiCorp's board of directors but is subject to customary closing conditions including (i) the expiration or termination of the waiting period and other required approvals under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and (ii) the receipt of all necessary approvals, waivers and rulings from the Federal Energy Regulatory Commission ("FERC") and each of PacifiCorp's six state public utility commissions. In March and April 2026, PacifiCorp filed for approval of the Transaction and associated disposition of assets with each of its state public utility commissions, requesting approval by March 1, 2027. PacifiCorp expects to file with the FERC in June 2026 under applicable sections of the Federal Power Act and expects approval will be received within the timeframe requested of the state public utility commissions. The Transaction is expected to close shortly after approvals are received.

The Sale Agreement contains certain termination rights, including if the Transaction is not consummated by August 15, 2027, (subject to a six month extension to the extent certain regulatory approvals have not been received as of such date), and provides that upon termination of the Sale Agreement under certain specified circumstances, the terminating party would be required to pay the other party a termination fee of $35 million.

As a result of the Transaction, PacifiCorp has presented the associated assets and liabilities as held for sale as of March 31, 2026, on the Consolidated Balance Sheets within current assets and current liabilities due to the expected timing of close of the Transaction. As the Transaction does not represent a strategic shift that will have a major impact on PacifiCorp's operations or financial results based on the scale of PacifiCorp's Washington operations and retail service territory relative to its overall operations and retail service territory, the Transaction does not qualify for presentation as discontinued operations.
As the carrying value of the associated assets and liabilities are less than fair value less costs to sell, no loss has been recorded as a result of the Transaction. PacifiCorp continues to depreciate the property, plant and equipment included in the Transaction as it will continue to operate the assets and serve PacifiCorp's Washington customers through closing of the Transaction, during which time it will continue to recover in retail rates the associated depreciation expense and return on investment, and the continued depreciation will be reflected in the carry-over basis of the assets upon closing.

The assets and liabilities held for sale as presented in Assets held for sale and Liabilities held for sale on the Consolidated Balance Sheets as of March 31, 2026, are as follows:
Assets held for sale:
Trade receivables, net$111 
Property, plant and equipment, net:
Generation860 
Transmission320 
Distribution750 
Intangible plant and other67 
Accumulated depreciation and amortization(455)
Construction work-in-progress46 
Property, plant and equipment, net1,588 
Regulatory assets154
Other assets52
Total assets held for sale$1,905 
Liabilities held for sale:
Regulatory liabilities$200 
Other liabilities49 
Total liabilities held for sale$249 

Regulatory assets include amounts associated with deferred net power costs and unrealized loss on regulated derivative contracts for which the underlying contracts will transfer to the Buyer. Other assets and other liabilities include inventories, certain prepaid expenses, derivative balances, lease balances, asset retirement obligation balances and transmission deposits. Regulatory liabilities include amounts associated with cost of removal and excess deferred income tax liability balances.