20070220New application exhibits.pdf

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Pacific Power
PacifiCorp Energy
Rocky Mountain Power
825 NE Multnomah, Suite 1900 LCT
Portland, Oregon 97232
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February 19 2007 ')f\(i , i\~-9:0:)lJ U Ie.. -' 1.-
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VIA E-MAIL AND OVERNIGHT MAIL
Idaho Public Utilities Commission
Statehouse
472 West Washington Street
Boise, Idaho 83720
Attn: Ms. Jean D. Jewell
Commission Secretary
Re: New Exhibits Relating to Application in Case No. P AC-O7-
Dear Commissioners:
Pursuant to the application in the above-referenced Case, PacifiCorp hereby submits to
the Commission one copy ofthe Registration Statement on Form S-3 filed by PacifiCorp
on February 13 2007 with the Securities and Exchange Commission (Exhibit F-3). The
registration statement, which has not yet been declared effective by the Securities and
Exchange Commission, covers $800 000 000 in PacifiCorp s first mortgage bonds and
unsecured debt securities.
In addition, also being submitted is a copy of the resolutions of the Board of Directors
authorizing the proposed issuance (Exhibit B-2).
Under penalty of perjury, I declare that I know the contents of the enclosed documents
and they are true, correct and complete.
Please contact me if you have any questions about this letter or the enclosed documents.
Sincerely,
~~
N (jJ~
Bruce N. Williams
Vice President and Treasurer
Enclosures
Cc: Terri Carlock (Idaho Commission)
EXHIBIT F-
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As filed with the Securities and Ex~hange Commission on February 2007
Re~istration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.c. 20549
FORM 8-
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ACIFICORP
(Exact name of registrant as specified in its chaner)
Oregon
(State or other jurisdiction of incorporation or organization)
93-0246090
(IRS Employer
Identification No.
825 NE MuJtnomah Street
Portland, Oregon 97232-4116
[phone]
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)
Bru~e N. Williams
Vi~e President and Treasurer
825 NE Multnomah, Suite 1900
Portland, Oregon 97232-4116
[phone]
(Name, address, including zip code, and telephone number, including area code, ofagent for service)
Copy to:
M. Christopher Hall
Perkins Coie LLP
1120 N.W. Couch Street, Tenth Floor
Portland, Oregon 97209
[phone]
Approximate date of commencement of proposed sale to the public:
From lime to time after this registration statement becomes elfe~live.
If the only securities being registered on this Form are to be offered pursuant to dividend or interest reinvestment plans, please check the following box.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment plans, check the following box. IRI
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same offering. 0
!fthis Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration number ofLhe
earlier effective registration statement for the same offering. 0
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission
pursuant to Rule 462(e) underthe Securities Act, check the following box. 0
lfthis Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of
securities pursuant to Rule 4 J 3(b) ofthe Securities Act, check the following box. 0
If delivery ofthe prospectus is expected to be made pursuant to Rule 434, please check the following box. 0
CALCULATION OF REGISTRATION FEE
Tilt. of Eaoh 0... or
""0';1." 10 be Rog;"...d
First Mongage Bonds and Unsecured Debt Securities
Proposed Moumum
Agg'..." onerin.-'
800 000 000
Amoanlol
ReoistratiooF..(I)
600
(I)The amount of the registration fee has been calculated pursuant to Rule 457(0) under the Securities Act of 1933.
Pursuant to Rule 429 under the Securities Act of 1933 the prospectus included in this registration statement is a combined prospectus and relates to registration statement no. 333-
128134 previously filed by the registrant on Form S-3. This registration statement, which is a new registration statement, also constitutes Post-effective Amendment No. I to
registration statement no. 333-128134, and such Posl-effective Amendment No. J shall hereafter become effective concurrently with the effectiveness ofthis Registration Statement
in accordance with Section 8(c) of the Securities Act of 1933.
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment
which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the registration
statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said section 8(a), may determine.
The infonnation in this prospectus is not complete and may be changed. PacifiCorp may not sell, or accept offers to buy,
these securities until the registration statement filed with the securities and exchange commission is effective. This
prospectus is not an offer to sell these securities and this prospectus is not soliciting an offer to buy these securities, and there
shall be no sales of these securities, in any state where the offer or sale is not pennitted.
SUBJECT TO COMPLETION, DATED FEBRUARY 13 2007
PROSPECTUS
500 000 000
P ACIFICORP
FIRST MORTGAGE BONDS
UNSECURED DEBT SECURITIES
PacifiCorp, an Oregon corporation, may from time to time offer:
First Mortgage Bonds ("Additional Bonds ); and
unsecured debt securities, including subordinated debt securities ("Unsecured Debt Securities
all at prices and on tenns to be detennined at the time of sale. We may issue Additional Bonds and Unsecured Debt
Securities (collectively, the "Securities ) in one or more issuances or series and the aggregate initial offering price thereof
will not exceed $1 500 000 000.
We will provide specific tenns of the Securities, including, as applicable, the amount offered, offering prices
interest rates, dividend rates, maturities and redemption or repurchase provisions, in supplements to this prospectus. The
supplements may also add, update or change infonnation contained in this prospectus. You should read this prospectus and
any supplements carefully before you invest.
The Securities may be sold directly by us, through agents designated from time to time or through underwriters or
dealers. The supplements to this prospectus will describe the tenns of any particular plan of distribution, including any
underwriting arrangements. The "Plan of Distribution" section in this prospectus provides more infonnation on this topic.
Investing in our Securities involves risks. See the "Risk Factors" section beginning on page 1 of this prospectus for
information on certain matters you should consider before buying our Securities.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS
APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL
OR COMPLETE. ANY REPRESENT A TION TO THE CONTRARY IS A CRIMINAL OFFENSE.
This prospectus may not be used to consummate sales of Securities unless accompanied by a prospectus supplement relating
to the Securities offered.
The date of this prospectus is February 13 2007.
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
RISK FACTORS
FORW ARD-LOOKING STATEMENTS
THE COMPANY
CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES
WHERE YOU CAN FIND MORE INFORMATION
USE OF PROCEEDS
DESCRIPTION OF ADDITIONAL BONDS
DESCRIPTION OF UNSECURED DEBT SECURITIES
BOOK-ENTRY ISSUANCE
PLAN OF DISTRIBUTION
LEGAL MATTERS
EXPERTS
We have not authorized anyone to give you any infonnation other than this prospectus and any supplements to this
prospectus. You should not assume that the infonnation contained in this prospectus, any prospectus supplement or any
document incorporated by reference in this prospectus is accurate as of any date other than the date mentioned on the cover
page ofthose documents. Weare not offering to sell the Securities and we are not soliciting offers to buy the Securities in
any jurisdiction in which offers are not pennitted.
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that PacifiCorp filed with the Securities and Exchange
Commission (the "SEC") using the "shelf' registration process. Under this shelf registration process , we may from time to
time sell the Securities described in this prospectus in one or more offerings up to a total do1lar amount of $1 ,500 000,000.
This prospectus provides a general description of the Securities. Each time we sell Securities, we will provide a prospectus
supplement that will contain specific information about the terms ofthat offering. That prospectus supplement may include or
incorporate by reference a detailed and current discussion of any risk factors and will discuss any special considerations
applicable to those securities. The prospectus supplement may also add, update or change information contained in this
prospectus. You should read both this prospectus and any prospectus supplement together with additional information
described under "Where You Can Find More Information." If there is any inconsistency between the information in this
prospectus and any prospectus supplement, you should rely on the information contained in that prospectus supplement.
Unless otherwise indicated or unless the context otherwise requires, in this prospectus, the words "PacifiCorp,
Company,
" "" "
our" and "" refer to PacifiCorp, an Oregon corporation, and its subsidiaries.
For more detailed information about the Securities, you can read the exhibits to the registration statement. Those
exhibits have been either filed with the registration statement or incorporated by reference to earlier SEC filings listed in the
registration statement. See "Where You Can Find More Information.
RISK FACTORS
Investing in our Securities involves risk. Before purchasing any Securities we offer, you should careful1y consider
the following risk factors as well as the other information contained in this prospectus, any prospectus supplement and the
information incorporated by reference herein in order to evaluate an investment in our Securities. See "Forward-Looking
Statements" and "Where You Can Find More Information" in this prospectus. Additional risks and uncertainties that are not
yet identified or that we believe are immaterial may also materially harm our business, operating results and financial
condition and could result in a loss on your investment.
Risks Related to Our Business
We are subject to extensive regulations that affect our operations and costs. These regulations are complex, dynamic
and subject to legislative developments.
We conduct our business in conformance with a multitude of comprehensive federal, state and local laws and
regulations, al1 of which significantly influence our operating environment, the prices we are allowed to charge customers
our capital structure, our costs and our ability to recover costs from customers. Failure to comply with these laws or
regulations can also result in material financial penalties and limitations on the types of electricity services we can offer to
customers. The agencies regulating us include the Federal Energy Regulations Commission ("FERC"), the Environmental
Protection Agency and the public utility commissions in Utah, Oregon, Wyoming, Washington, Idaho and California.
Changes in regulations or the imposition of additional regulations by any of these regulatory entities, as we1l as new
legislation, could have a material adverse impact on our financial results. For example, such changes could result in increased
retail competition in our service territory, changes to the hydroelectric relicensing process under the Federal Power Act
mandatory investments in renewable or lower-emission generation, the acquisition by a municipality or other quasi-
governmental body of our distribution facilities (by negotiation, legislation or condemnation or by a vote in favor of a Public
Utility District under Oregon law), or a negative impact on our current cost recovery arrangements, including income tax
recovery.
Further, several of our hydroelectric projects whose operating licenses have expired or will expire in the next several
years are in some stage of the FERC relicensing process. Hydroelectric relicensing is a political and public regulatory process
involving sensitive resource issues and uncertainties. We cannot predict with certainty the
requirements that may be imposed as a result of relic ensing, the economic impact of those requirements, whether new
licenses will ultimately be issued or whether we will be willing to meet the relicensing requirements to continue operating
our hydroelectric projects. Loss of hydroelectric resources or additional commitments arising from relicensing could
adversely affect our financial results.
The Energy Policy Act of2005 impacts many segments of the energy industry. In implementing the law, the FERC
has issued and will continue to issue new regulations and regulatory decisions addressing electric system reliability, electric
transmission expansion and pricing, utility holding companies and enforcement authority. The full impact of the FERC'
implementation of the Energy Policy Act of 2005 remains uncertain; however, the FERC has recently exercised its
enforcement authority by imposing significant civil penalties on us and other companies for violations of its rules and
regulations.
In addition, as a result of past events affecting electric reliability, the Energy Policy Act of 2005 requires federal
agencies, working together with non-governmental organizations charged with electric reliability responsibilities, to adopt
and implement measures designed to ensure the reliability of electric transmission and distribution systems. The
implementation of such measures could result in the imposition of more comprehensive or stringent requirements on us or
other industry participants, which would result in increased compliance costs and could adversely affect our financial results.
Recovery of our costs is subject to regulatory review and approval, and the inability to recover costs may adversely
affect our financial results.
Weare subject to the jurisdiction of federal and state regulatory authorities. The FERC administers the Federal
Power Act and establishes tariffs under which we provide transmission service to the wholesale market and the retail market
(in states allowing retail competition). The FERC also establishes both cost-based and market-based tariffs under which we
sell wholesale electricity and has licensing authority over most of our hydroelectric generation facilities. In addition, the
utility regulatory commissions in each state served by us independently detennine the rates we may charge our retail
customers in those states.
Each state s rate-setting process is based upon the state utility commission s acceptance of an allocated share of our
total utility costs for our entire retail service territory. When different states adopt different methods to address this cost
allocation issue, some costs may not be incorporated into rates in any state. Rate-making is also generally done on the basis
of estimates of nonnalized costs, so if in a specific year realized costs are higher than nonnal, rates will not be sufficient to
cover those costs. Each state utility commission generally sets rates based on a test year established according to that
commission s policies. Certain states use a future test year and allow for escalation of historical costs, while other states use a
historical test year. Use of a historical test year may cause regulatory lag, which results in us incurring costs, including
significant new investments, for which recovery through rates is delayed. In addition, each state commission decides the
percentage return a utility will be permitted to earn on its equity. Each commission also decides what level of expense and
investment is necessary, reasonable and prudent in providing service and may disallow and deny recovery in rates for any
costs that do not meet this standard. For these reasons, as well as others, including changes in regulations or legislative
developments, the rates authorized by the state regulators may not be sufficient to cover costs incurred to provide electrical
services in any given period.
Also, in Utah, Washington and Idaho, we do not have an ability to pass through energy cost increases in our rates
without seeking a general rate increase, so any significant increase in the cost of fuel used for generation or the cost of
purchased electricity could have a negative impact on our financial results, despite our efforts to minimize this impact
through the use of hedging instruments.
We are engaged in several large construction or expansion projects, the completion and expected cost of which is
subject to significant risk, and we have significant funding needs related to our planned capital expenditures.
We are engaged in several large construction or expansion projects, including construction of a new gas-fired
generating facility, the Lake Side Power Plant in Utah, construction and development of multiple wind generating plants and
various capital projects related to generation, transmission and distribution. In addition, in connection with our acquisition by
MidAmerican Energy Holdings Company ("MEHC") in early 2006, MEHC and we have committed to undertake several
other capital expenditure projects, principally relating to environmental controls, transmission and distribution, renewable
generation and other facilities. Including these investments, we expect to incur substantial construction, expansion and other
capital-related costs over the next several years.
The completion of any or all of our pending, proposed or future construction or expansion projects is subject to
substantial risk. Fluctuations in the price and availability of commodities, manufactured goods, equipment, labor and other
items over a multi-year construction period can result in higher than expected costs to complete an asset and place it into
service. Such costs may not be recoverable in the rates we are able to charge our customers. The inability to successfully and
timely complete a project, avoid unexpected costs or to recover any excess costs may materially affect the ability to recoverour investment in that project.
Furthermore, we depend upon both internal and external sources of liquidity to provide working capital and to fund
capital requirements. If these funds are not available and MEHC does not elect to provide any needed funding to us, we may
need to postpone or cancel planned capital expenditures. Failure to construct these projects could materially increase
operating costs, limit opportunities for revenue growth and adversely affect the reliability of electric service to our customers.
For example, if we are not able to expand our existing generating facilities, we may be required to enter into bilateral long-
term electricity procurement contracts or procure electricity at more volatile and potentially higher prices in the spot markets
to support growing retail loads. These contracts would result in additional counterparty performance risk, which is described
further below.
We are subject to environmental, health, safety and other laws and regulations that may adversely impact us.
We are subject to a number of environmental, health, safety and other laws and regulations affecting many aspects
of our present and future operations, including air emissions, water quality, endangered species, wastewater discharges, solid
wastes, hazardous substances and safety matters. We may incur substantial costs and liabilities in connection with our
operations as a result of these laws and regulations. In particular, the cost of future compliance with federal, state and local
clean air laws, such as those that relate to addressing regional haze issues and those that require certain generators, including
some of our electric generating facilities, to limit emissions of nitrogen oxide, sulfur dioxide, carbon dioxide, mercury and
other potential pollutants or emissions, may require us to make significant capital and operating expenditures that may not be
recoverable through future rates. In addition, these costs and liabilities may include those relating to claims for damages to
property and persons resulting from our operations. Regulatory changes, including new interpretations of existing laws and
regulations, imposing increased compliance costs or additional operating restrictions on us, could adversely affect our
financial results.
Furthermore, regulatory compliance for existing facilities and the construction of new facilities is a costly and time-
consuming process, and intricate and rapidly changing environmental regulations may require major expenditures for
permitting and create the risk of expensive delays or material impairment of value if projects cannot function as planned due
to changing regulatory requirements or local opposition.
In addition to operational standards, environmental laws also impose obligations to remediate contaminated
properties or to pay for the cost of such remediation, often upon parties that did not actually cause the contamination.
Accordingly, we may become liable
, '
either contractually orby operation of law; for remediation costs even if the
contaminated property is not presently owned or operated by us, or if the contamination was caused by third parties during or
prior to our ownership or operation ofthe property. Given the nature of the past industrial operations conducted by us and
others at our properties, all potential instances of soil or groundwater contamination may not have been identified, even for
those properties where an environmental site assessment or other
investigation has been conducted. Although we have accrued reserves for our known remediation liabilities, future events
such as changes in existing laws or policies or their enforcement, or the discovery of currently unknown contamination, may
give rise to additional remediation liabilities which may be material. Any failure to recover increased environmental, health
or safety costs incurred by us could adversely affect our financial results.
We are subject to market risk, counterparty performance risk and other risks associated with wholesale energy
markets.
In general, market risk is the risk of adverse fluctuations in the market price of wholesale electricity and fuel
including natural gas and coal. These fluctuations may be compounded by energy volume changes affecting the availability
of or demand for electricity and fuel. We purchase electricity and fuel in the open market or pursuant to short-term or
variable-priced contracts as part of our normal operating business. If market prices rise, especially in a time when we require
larger than expected volumes that must be purchased at market or short-term prices, we may have significantly greater costs
than anticipated. In addition, we may not be able to timely recover all, if any, of those increased costs through rate-making,
due to retroactive rate-making prohibitions, unless deferred accounting or power cost recovery mechanisms have been
previously authorized. Likewise, if electricity market prices decline in a period when we are a net seller of electricity in the
wholesale market, we will earn less revenue, possibly to the extent of not recovering the cost of generating the electricity.
Wholesale electricity prices are influenced primarily by factors throughout the western United States relating to supply and
demand. Those factors include the adequacy of generating capacity, scheduled and unscheduled outages of generating
facilities, hydroelectric generation levels, prices and availability of fuel sources for generation, disruptions or constraints to
transmission facilities; weather conditions, economic growth, and changes in technology. Energy volume changes generally
are caused by unanticipated changes in generation availability and changes in customer demand for power due to,the weather
the economy and customer behavior, Although we plan for resources to meet our current and expected power delivery
obligations, we are a net buyer of electricity during peak periods and therefore our energy costs may be adversely impacted
by market risk.
Weare also exposed to risks related to performance of contractual obligations by our wholesale suppliers and
customers. We rely on suppliers to deliver commodities, primarily natural gas, coal and electricity, in accordance with short-
and long-term contracts. Failure or delay by suppliers to provide these commodities pursuant to existing contracts could
disrupt our ability to deliver electricity. and require us to incur additional expenses to meet customer needs. In addition, as
these contractual agreements end, we may not be able to continue to purchase the commodities on terms equivalent to the
terms of current contracts,
We rely on wholesale customers to take delivery of the energy they have committed to purchase and to pay for the
energy on a timely basis. Failure of customers to take delivery may require us to find other customers to take the energy at
lower prices than the original customers committed to pay. At certain times of year, prices paid by us for energy needed to
satisfy our customers' demand for energy may exceed the amounts we receive through rates from these customers. If the
strategy we use to economically hedge the exposure to these risks is ineffective, we could incur significant losses.
Weather conditions can adversely affect our financial results.
Although our service territory has historically experienced complementary seasonal customer power demand
patterns as a result of the geographically diverse area of our operations, weather conditions can significantly affect operating
results. For residential customers, within a given year, weather conditions are the dominant cause of usage variations from
normal seasonal patterns. For example, in periods of unusually hot summer weather, residential customers tend to use
significantly greater amounts of electricity to run air conditioners, which may substantially increase summer peak energy
demand. Changes in weather conditions and other natural events also impact customer behavior and energy demand.
Additionally, a portion of our supply of electricity comes from hydroelectric projects that are dependent upon rainfall and
snowpack Duringorfollowingperiodsoflowrainfallorsnowpack; we may obtain substantially less electricity from
hydroelectric projects and must purchase greater amounts of electricity from the wholesale market or from other sources at
market prices. Accordingly, variations in weather conditions can adversely affect our financial results through lower revenues
and increased energy costs.
We are subject to certain operating uncertainties that may adversely affect our financial results.
The operation of complex electric utility systems (including transmission and distribution) and power generating
facilities that are spread over a large geographic area involves many risks associated with operating uncertainties and events
beyond our control. These potential events include the breakdown or failure of power generation equipment, transmission and
distribution lines or other equipment or processes, unscheduled plant outages, work stoppages, transmission and distribution
system constraints or outages, fuel shortages or interruptions, performance below expected levels of output, capacity or
efficiency, the effects of changing government regulation, operator error and catastrophic events such as severe stonos, fires,
earthquakes, explosions or mining accidents. A casualty occurrence might result in injury or loss oflife, extensive property
damage or environmental damage. Further, current and future insurance coverage may not be sufficient to replace lost
revenues or cover repair and replacement costs. Any of these risks could significantly reduce our revenues or significantly
increase our expenses, thereby adversely affecting results of operations. For example, if we cannot operate generation
facilities at full capacity due to damage caused by a catastrophic event, our revenues could decrease due to decreased
wholesale sales and our expenses could increase due to the need to obtain energy from more expensive sources. Any
reduction of revenues or increase in expenses resulting from the risks described above could adversely affect our financial
results.
Acts of sabotage and terrorism aimed at our facilities, the facilities of our fuel suppliers or customers, or at regional
transmission facilities could adversely affect our business.
Since the September 11 , 200 I terrorist attacks, the United States government has issued warnings that energy assets
specifically the nation s pipeline and electric utility infrastructure, may be the future targets of terrorist organizations. These
developments have subjected our operations to increased risks. Damage to our assets, the assets of our fuel suppliers or
customers, or to regional transmission facilities inflicted by terrorist groups or saboteurs could result in a significant decrease
in revenues and significant repair costs, force us to increase security measures, cause changes in the insurance markets and
cause disruptions of fuel supplies, energy consumption and markets, particularly with respect to natural gas and electricity.
Any of these consequences of acts ofterrorism could materially affect our financial results. Instability in the financial
markets as a result of terrorism or war could also materially adversely affect our ability to raise capital.
Poor performance of plan investments and other factors impacting pension and postretirement benefits plan costs
could unfavorably impact our cash flows and liquidity.
Costs of providing our non-contributory defined benefit pension and postretirement benefits plans depend upon a
number of factors, including the level and nature of benefits provided, the rates of return on plan assets, discount rates, the
interest rates used to measure required minimum funding levels, changes in laws and government regulation and our required
or voluntary contributions made to the plans. Our pension and postretirement benefits plans are in underfunded positions, and
without sustained growth in the investments over time to increase the value of the plans' assets, we will be required to make
significant cash contributions to fund the plans. Furthermore, the recently enacted Pension Protection Act of 2006 may
require us to accelerate contributions to our pension plan for periods after 2007 and may result in more volatility in the
amount and timing of future contributions. Such cash funding obligations, which are also impacted by the other factors
described above, could have a material impact on our liquidity by reducing our cash flows.
A downgrade in our credit ratings could negatively affect our ability to access capital, cost of borrowing and energy
transaction credit support requirements.
Changes in our financial perfonoance, capital structure, regulatory environment and other factors could result in a
credit ratings downgrade by the principal ratings agencies that evaluate our creditworthiness, debt securities and preferred
stock. Although we have no ratings-downgrade triggers that would accelerate the maturity of our outstanding debt, a
doWilgradeil1oor credit ratings could directly increase the interestTates and commitment fees on our revolving credit
agreement and certain other financing arrangements. A ratings downgrade also may reduce the accessibility and increase the
cost of our commercial paper program, our principal source of short-tenD
borrowing, and may result in the requirement that we post collateral under certain of our energy purchase and other
agreements. In addition, a credit ratings downgrade could allow counterparties in the wholesale energy markets to require us
to post a letter of credit or other collateral, make cash prepayments, obtain a guarantee agreement or provide other mutually
agreeable security. The consequences of a credit ratings downgrade could adversely affect our financial results through
increased borrowing and operating costs.
We have a substantial amount of debt, which could adversely affect our ability to obtain future financing and limit
our expenditures.
As of December 31 , 2006, we had $4.4 billion in total debt securities outstanding. Our principal financing
agreements contain restrictive covenants that limit our ability to borrow funds, and any issuance of debt securities requires
prior authorization from multiple state regulatory commissions. We expect that we will need to supplement cash generated
from operations and availability under committed credit facilities with new issuancesoflong-tenn debt. However, if market
conditions are not favorable for the issuance oflong-tenn debt, or if an issuance oflong-tenn debt would exceed contractual
or regulatory limits, we may postpone planned capital expenditures, or take other actions, to the extent those expenditures are
not fully covered by cash from operations, borrowings under committed credit facilities or equity contributions from MEHC.
MEHC may exercise its significant influence over us in a manner that would benefit MEHC to the detriment of our
creditors and preferred stockholders.
MEHC, through its subsidiary, owns all of our common stock and therefore has significant influence over our
business and any matters submitted for shareholder approval. In circumstances involving a conflict of interest between
MEHC and our creditors and preferred stockholders, MEHC could exercise its influence in a manner that would benefit
MEHC to the detriment of our creditors and preferred stockholders.
Risks Related to Our Securities
We have not appraised the collateral subject to the mortgage securing our Additional Bonds ("Mortgage ) and, if
there is a default or a foreclosure sale, the value of the collateral may not be sufficient to repay the holders of any
Additional Bonds.
We have not made any fonnal appraisal ofthe value ofthe collateral subject to the Mortgage, which will secure any
Additional Bonds. The value ofthe collateral in the event ofliquidation will depend on market and economic conditions, the
availability of buyers, the timing of the sale of the collateral and other factors. Although we believe the value of the collateral
substantially exceeds the indebtedness under the Additional Bonds and the other first mortgage bonds issued under our
Mortgage, we cannot assure you that the proceeds from a sale of all of the collateral would be sufficient to satisfy the
amounts outstanding under the Additional Bonds and our other first mortgage bonds secured by the same collateral or that
such payments would be made in a timely manner. lfthe proceeds were not sufficient to repay amounts outstanding under the
Additional Bonds, then holders of the Additional Bonds, to the extent not repaid from the proceeds of the sale of the
collateral, would only have an unsecured claim against our remaining assets.
Holders of our Unsecured Debt Securities would have a claim that is junior with respect to the assets securing our
Additional Bonds and any other secured debt issued by us.
The first mortgage bonds (including Additional Bonds) that we issue under our Mortgage are secured by a first
priority lien on specific utility property owned trom time to time by us. See "Description of Additional Bonds-Security and
Priority." Unsecured Debt Securities will not have the benefit ofthe lien of our Mortgage, and payment to holders of our
Unsecured Debt Securities will therefore be effectively subordinated to the payment of all of our outstanding first mortgage
bondsfromourpropertiesthataTesubjecttothelienoftheMortgage~
. "
There is no existing market for the Securities, and we cannot assure you that an active trading market for the
Securities will develop.
We do not intend to apply for listing ofthe Securities on any securities exchange or automated quotation system.
There can be no assurance as to the liquidity of any market that may develop for the Securities. Accordingly, the ability of
holders to selI the Securities that they hold or the price at which holders wiIl be able to sell the Securities may be limited.
Future trading prices of the Securities wiIl depend on many factors, including, among other things, prevailing interest rates
our operating results and the market for similar securities.
We do not know whether an active trading market wilI develop for the Securities. To the extent that an active trading
market does develop, the price at which a holder may be able to sell the Securities that it holds, if at alI, may be less than the
price paid for them. Consequently, a holder may not be able to liquidate its investment readily, and the Securities may not be
readily accepted as collateral for loans.
FORW ARD-LOOKING STATEMENTS
This prospectus contains statements that do not directly or exclusively relate to historical facts. These statements are
forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. You can typically
identify forward-looking statements by the use of forward-looking words, such as "may,
" "
will
" "
could
" "
project
believe
" "
anticipate
" "
expect
" "
estimate
" "
continue
" "
potential
" "
plan,
" "
forecast
" "
intend" and similar terms. These
statements are based upon our current intentions, assumptions, expectations and beliefs and are subject to risks, uncertainties
and other important factors. Many of these factors are outside our control and could cause actual results to differ materially
from those expressed or implied by our forward-looking statements.
We have identified a number of these factors in our filings with the SEC, including our Annual Report on Form 10-
K that is incorporated by reference in this prospectus, and we refer you to those reports for further information.
The following are among the factors, in addition to those set forth above under "Risk Factors" that could cause
actual results to differ materially from the forward-looking statements:
The outcome of general rate cases and other proceedings conducted by regulatory commissions or other
governmental and legal bodies; including any of our related commitments or restrictions on our future
activities;
Changes in prices and availability for both purchases and sales of wholesale electricity and purchases of
coal, natural gas and other fuel sources that could have a significant impact on generation capacity and
energy costs;
Changes in legislation or regulatory requirements, including limits on the ability of public utilities to
recover income tax expense in rates such as Oregon Senate Bill 408 and related rules;
Changes in economic, industry or weather conditions, as well as demographic trends, that could affect
customer growth and electricity usage or supply;
A high degree of variance between actual and forecasted load and prices that could impact the hedging
strategy and costs to balance electricity load and supply;
Hydroelectric conditions, as well as the cost, feasibility and eventual outcome of hydroelectric facility
relicensing proceedings, that could have a significant impact on electric capacity and cost and on our ability
to generate electricity from this renewable resource;
Performance of our generation facilities, including unscheduled outages or repairs;
Changes in, and compliance with, environmental and endangered species laws, regulations, decisions and
policies that could increase operating and capital improvement costs, reduce plant output and/or delay plant
construction;
Changes resulting from MEHC ownership;
The impact of new accounting pronouncements or changes in current accounting estimates and assumptions
on financial position and results of operations;
The impact of increases in healthcare costs, changes in interest rates, morbidity and investment
performance on pension and other postretirement benefits expense, as well as the impact of changes in
legislation on funding requirements;
Availability, tenns and deployment of capital;
Financial condition and creditworthiness of significant customers and suppliers;
The impact of derivative instruments used to mitigate or manage interest rate risk and volume and price risk
and changes in the commodity prices, interest rates and other conditions that affect that value of the
derivatives;
Changes in our credit ratings;
Timely and appropriate completion of our resource procurement process; unanticipated construction delays
changes in costs, receipt of required pennits and authorizations, ability to fund capital projects and other
factors that could affect future generation plants and infrastructure additions;
Other risks or unforeseen events, including wars, the effects of terrorism, embargoes and other catastrophic
events; and
Other business or investment considerations that may be disclosed from time to time in filings with the
SEC or in other publicly disseminated written documents.
Further details of the potential risks and uncertainties affecting us are described in the "Risk Factors" section ofthis
prospectus and in the "Risk Factors" section of our Fonn IO-K incorporated by reference herein. We undertake no obligation
to publicly update or revise any forward-looking statements, whether as a result of new infonnation, future events or
otherwise. The foregoing review of factors should not be construed as exclusive.
THE COMPANY
Weare a regulated electricity company serving approximately 1.7 million retail customers in service territories
aggregating approximately 136 000 square miles in portions of the states of Utah, Oregon, Wyoming, Washington, Idaho and
California. The regulatory commission in each state approves rates forretail electric sales within that state. We also sel1
electricity on the wholesale market to public and private utilities, energy marketing companies and incorporated
municipalities. The FERC regulates our wholesale activities. We own, or have interests in, 69 thennal, hydroelectric and
wind generating plants with a net plant capacity of 8 588.1 MW. The FERC and the six state regulatory commissions also
have authority over the construction and operation of our electric generation facilities. We transmit electricity through
approximately 15 600 miles of transmission lines.
Weare an indirect subsidiary of MidAmerican Energy Holdings Company ("MEHC"). MEHC, a global energy
company based in Des Moines, Iowa, is a majority-owned subsidiary of Berkshire Hathaway Inc.
Our address and telephone number are: PacifiCorp, 825 NE Multnomah, Suite 2000, Portland, Oregon 97232-4116;
[phone].
For additional infonnation concerning our business and affairs, including our capital requirements and external
financing plans, pending legal and regulatory proceedings, including the status of industry restructuring in our service areas
and its effect on us, and descriptions of those laws and regulations to which we are subject, prospective purchasers should
refer to the documents incorporated by reference into this prospectus, as described in the section entitled
, "
Where You Can
Find More Infonnation" and the documents incorporated by reference therein.
CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES
2006
Years Ended March 312005 2004 20035x 2.4x 1.2002
Six Months Ended September 30,
2006 2005
For purposes of this ratio, fixed charges represent consolidated interest charges, an estimated amount representing
the interest factor in rents and preferred dividends ofwholly-owned subsidiaries. Preferred dividends ofwhol1y-owned
subsidiaries represents preferred dividends multiplied by the ratio which pre-tax income from continuing operations bears to
income from continuing operations. Earnings represent the aggregate of (a) income from continuing operations, (b) taxes
based on income from continuing operations, (c) minority interest in the income of majority-owned subsidiaries that have
fixed charges, (d) fixed charges and (e) undistributed income ofless than 50% owned affiliates without loan guarantees.
WHERE YOU CAN FIND MORE INFORMA nON
This prospectus is part of a registration statement filed with the SEC. The registration statement contains additional
information and exhibits not included in this prospectus and refers to documents that are filed as exhibits to other SEC
filings. We file annual, quarterly and special reports and other information with the SEC. Our SEC filings are available to the
public over the Internet at the SEC's web site at http://www.sec.gov. You may also read and copy any document we file at
the SEC's Public Reference Room at 100 F Street, N., Room 1580, Washington, D.c. 20549. Please call the SEC at 1-800-
SEC-0330 for further information regarding the public reference rooms. Our SEC filings are also available through the
Investor Information section of our website at www.pacificorp.com. The information found on our website, other than any of
our SEC filings that are incorporated by reference herein, is not part ofthis prospectus.
The SEC allows us to "incorporate by reference" the information we file with them, which means that we can
disclose important information to you by referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus and later information that we file with the SEC will automatically update or supersede
this information. We incorporate by reference the documents listed below and any future filings made with the SEC under
Sections 13(a), B(c), 14, or 15(d)ofthe Exchange Act until all of the securities covered by this prospectus have been sold:
Annual Report on Form 10-K for the year ended March 31, 2006.
Quarterly Reports on Form 10-Q for the quarters ended June 30, 2006 and September 30, 2006.
Current Reports on Form 8-K filed May 11 2006, June 5, 2006, August 14 2006, August 21 2006, August 25
2006, November 22, 2006 and December 22, 2006.
You may request a copy of these filings (other than exhibits to such documents unless such exhibits are specifically
incorporated by reference herein), at no cost, by writing or telephoning us at the following address:
PacifiCorp
825 NE Multnomah, Suite 1900
Portland, Oregon 97232-4116
Telephone: [phone]
Attention: Treasury
You should rely only on the information contained in, or incorporated by reference in, this prospectus and the
prospectus supplement. We have not, and any underwriters, agents or dealers have not, authorized anyone else to provide you
with different information. We are not, and any underwriters, agents or dealers are not, making an offer of these Securities in
any state where the offer or sale is not permitted. You should not assume that the information contained in this prospectus
and the prospectus supplement is accurate as of any date other than the date on the front of the prospectus supplement or that
the information incorporated by reference in this prospectus is accurate as of any date other than the date on the front of those
documents.
USE OF PROCEEDS
Unless otherwise indicated in a prospectus supplement, the net proceeds to be received by us from the issuance and
sale ofthe Securities will initially become part of our general funds and will be used to repay all or a portion of our short-
tenn borrowings outstanding at the time of issuance of the Securities or may be applied to utility asset purchases, capital
expenditures or other corporate purposes, including the refunding of long-tenn debt.
DESCRIPTION OF ADDITIONAL BONDS
General
Additional Bonds may be issued from time to time under our Mortgage and Deed of Trust, dated as of January 9,
1989, as amended and supplemented (the "Mortgage ), with The Bank of New York (as successor trustee to JPMorgan Chase
Bank, N.) (the "Mortgage Trustee ). The following summary is subject to the provisions of and is qualified by reference to
the Mortgage, a copy of which is an exhibit to the Registration Statement. Whenever particular provisions or defined tenns in
the Mortgage are referred to herein, those provisions or defined tenns are incorporated by reference herein. Section and
Article references used below are references to provisions of the Mortgage unless otherwise noted. When we refer to
bonds " we refer to all first mortgage bonds issued under the Mortgage, including the Additional Bonds.
We expect to issue Additional Bonds in the fonn of fully registered bonds and, except as may be set forth in any
prospectus supplement relating to those Additional Bonds, in denominations of $1 ,000 and any multiple thereof. They may
be transferred without charge, other than for applicable taxes or other governmental charges, at the offIces of the Mortgage
Trustee, New York, New York. Any Additional Bonds issued will be equally and ratably secured with all other bonds issued
under the Mortgage. See "Book-Entry Issuance.
Maturity and Interest Payments
Reference is made to the prospectus supplement relating to any Additional Bonds for the date or dates on which
those Additional Bonds will mature, the rate or rates per annum at which those Additional Bonds will bear interest and the
times at which any interest will be payable. These tenns and conditions, as well as the tenns and conditions relating to
redemption and purchase referred to under "Redemption or Purchase of Additional Bonds" below, will be as established in
or pursuant to resolutions of our Board of Directors at the time of issuance of the Additional Bonds.
Redemption or Purchase of Additional Bonds
The Additional Bonds may be redeemable, in whole or in part, on not less than 30 days' notice either at our option
or as required by the Mortgage or may be subject to repurchase at the option of the holder.
Reference is made to the prospectus supplement relating to any Additional Bonds for the redemption or repurchase
tenns and other specific tenns of those Additional Bonds.
, at the time notice ofredemption is given, the redemption moneys are not held by the Mortgage Trustee, the
redemption may be made subject to their receipt on or before the date fixed for redemption and that notice shall be of no
effect unless those moneys are so received.
While the Mortgage, as described below, contains provisions forthe maintenance of the Mortgaged and Pledged
Property, the Mortgage does not pennit redemption of bonds pursuant to these provisions. There is no sinking or analogous
fund in the Mortgage.
Cash deposited under any provisions of the Mortgage may be applied (with specific exceptions) to the redemption or
repurchase of bonds of any series. (Section 7., Article XU and Section 13.06)
Security and Priority
Ifbonds will be issued under the Mortgage and secured by a first mortgage lien on certain utility property owned
from time to time by us and/or Class "A" Bonds, if any, held by the Mortgage Trustee.
There are excepted from the lien of the Mortgage all cash and securities (except those specifically deposited);
equipment, materials or supplies held for sale or other disposition; any fuel and similar consumable materials and supplies;
automobiles, other vehicles, aircraft and vessels; timber, minerals, mineral rights and royalties; receivables, contracts, leases
and operating agreements; electric energy, gas, water, steam and other products for sale, distribution or other use; natural gas
wells; gas transportation lines or other property used in the sale of natural gas to customers or to a natural gas distribution or
pipeline company, up to the point of connection with any distribution system; our interest in the Wyodak Facility; and all
properties that have been released from the discharged Mortgages and Deeds of Trust, as supplemented, of Pacific Power &
Light Company and Utah Power & Light Company and that PacifiCorp, a Maine corporation, or Utah Power & Light
Company, a Utah corporation, contracted to dispose of, but title to which had not passed at the date of the Mortgage. The lien
of the Mortgage is also subject to Excepted Encumbrances, including tax and construction liens, purchase money liens and
other specific exceptions. We have reserved the right, without any consent or other action by holders of bonds of the Eighth
Series or any subsequently created series of bonds, to amend the Mortgage in order to except from the lien of the Mortgage
allowances allocated to steam-electric generating plants owned by us, or in which we have interests, pursuant to Title IV of
the Clean Air Act Amendments of 1990, as now in effect or as hereafter supplemented or amended.
The Mortgage contains provisions subjecting after-acquired property to the lien thereof. These provisions may be
limited, at our option, in the case of consolidation or merger (whether or not we are the surviving corporation), conveyance or
transfer of all or substantially all of the utility property of another electric utility company to us or sale of substantially all of
our assets. (Section 18.03) In addition, after-acquired property may be subject to a Class "A" Mortgage, purchase money
mortgages and other liens or defects in title.
The Mortgage provides that the Mortgage Trustee shall have a lien upon the mortgaged property, prior to the holders
of bonds, for the payment of its reasonable compensation and expenses and for indemnity against certain liabilities.
(Section 19.09)
Issuance of Additional Bonds
The maximum principal amount of bonds that may be issued under the Mortgage is not limited. Bonds of any series
may be issued from time to time on the basis of:
(1) 70% of qualified Property Additions after adjustments to offset retirements;
(2) Class "A" Bonds (which need not bear interest) delivered to the Mortgage Trustee;
(3) retirement of bonds or certain prior lien bonds; and/or
(4) deposits of cash.
With certain exceptions in the case of clauses (2) and (3) above, the issuance of bonds is subject to our Adjusted Net
Earnings for 12 consecutive months out of the preceding 15 months, before income taxes, being at least twice the Annual
Interest Requirements on all bonds at the time outstanding, all outstanding Class " A" Bonds held other than by the Mortgage
Trustee or by us, and all other indebtedness secured by a lien prior to the lien of the Mortgage. In general, interest on variable
interest bonds, if any, is calculated using the rate then in effect. (Section 1.07 and Articles IV through VII)
Property Additions generally include electric, gas, steam and/or hot water utility property but not fuel, securities
automobiles, other vehicles or aircraft, or property used principally for the production or gathering of natural gas.
(Section 1.04)
The issuance of bonds on the basis of Property Additions subject to prior liens is restricted. Bonds may, however, be
issued against the deposit of Class " A" Bonds. (Sections 1.04 through 1.06 and Articles IV and V)
Release and Substitution of Property
Property subject to the lien of the Mortgage may be released upon the basis of:
(1) the release of that property from the lien of a Class "A" Mortgage;
(2) the deposit of cash or, to a limited extent, purchase money mortgages;
(3) Property Additions, after making adjustments for certain prior lien bonds outstanding against Property
Additions; and/or
(4) waiver of the right to issue bonds.
Cash may be withdrawn upon the bases stated in (1), (3) and (4) above. Property that does not constitute Funded
Property, as defined in Section 1.05 of the Mortgage, may be released without substituting other Funded Property. Similar
provisions are in effect as to cash proceeds from such property. The Mortgage contains special provisions with respect to
certain prior lien bonds deposited and disposition of moneys received on deposited prior lien bonds. (Sections 1.
05,10.01 through 10.04 and 13.03 through 13.09)
Merger or Consolidation
The Mortgage provides that in the event ofthe merger or consolidation of another electric utility company with or
into us or the conveyance or transfer to us by another electric utility company of all or substantially all of that company
property that is of the same character as Property Additions, as defined in the Mortgage, an existing mortgage constituting a
first lien on operating properties of that other company may be designated by us as a Class "A" Mortgage. (Section 11.06)
Bonds thereafter issued pursuant to the additional mortgage would be Class "A" Bonds and could provide the basis for the
issuance of bonds under the Mortgage.
Certain Covenants
The Mortgage contains a number of covenants by us for the benefit of the holders of the bonds, including provisions
requiring us to maintain the mortgaged property as an operating system or systems capable of engaging in all or any ofthe
generating, transmission, distribution or other utility businesses described in the Mortgage. (Article IX)
Dividend Restrictions
The Mortgage provides that we may not declare or pay dividends (other than dividends payable solely in shares of
our common stock) on any shares of our common stock if, after giving effect to the declaration or payment, we would not be
able to pay our debts as they become due in the usual course of business. (Section 9.07) Reference is made to the notes to the
audited consolidated financial statements included in our Annual Report on Form 10-K incorporated by reference herein for
information relating to other restrictions.
Foreign Currency Denominated Bonds
The Mortgage authorizes the issuance of bonds denominated in foreign currencies, provided that we deposit with the
Mortgage Trustee a currency exchange agreement with an entity having, at the time of the deposit, a financial rating at least
as high as our financial rating that; in the opinion of an independent expert, gives us at least as much protection against
currency exchange fluctuation as is usually obtained by similarly situated borrowers. (Section 2.03) We believe that this type
of currency exchange agreement will provide effective protection against currency exchange fluctuations. However, ifthe
other party to the exchange agreement defaults and the foreign currency is valued higher at the date of maturity than at the
date of issuance of the relevant bonds, holders of those
bonds would have a claim on our assets that is greater than the claim to which holders of donar-denominated bonds issued at
the same time would be entitled.
The Mortgage Trustee
The Bank of New York may act as a lender, trustee or agent under other agreements and indentures involving us and
our affiliates.
Modification
The rights of bondholders may be modified with the consent of holders of 60% ofthe bonds, Of, if less than all series
of bonds are adversely affected, the consent of the holders of60% of the series of bonds adversely affected. In general, no
modification ofthe terms of payment of principal, premium, if any, or interest and no modification affecting the lien or
reducing the percentage required for modification is effective against any bondholder without the consent of the holder.
(Section 21.07)
Unless there is a Default under the Mortgage, the Mortgage Trustee generally is required to vote Class "A" bonds
held by it with respect to any amendment of the applicable Class "A" Mortgage proportionately with the vote of the holders .
of all Class "A" Bonds then actually voting. (Section I 1.03)
Defaults and Notice Thereof
Defaults" are defined in the Mortgage as:
(1) default in payment of principal;
(2) default for 60 days in payment of interest or an installment of any fund required to be applied to the purchase orredemption of any bonds;
(3) default in payment of principal or interest with respect to certain prior lien bonds;
(4) certain events in bankruptcy, insolvency or reorganization;
(5) default in other covenants for 90 days after notice; or
(6) the existence of any default under a Class "A" Mortgage that permits the declaration ofthe principal of all the
bonds secured by the Class "A" Mortgage and the interest accrued thereupon due and payable. (Section 15.01)
An effective default under any Class "A" Mortgage or under the Mortgage will result in an effective default under
all those mortgages. The Mortgage Trustee may withhold notice of default (except in payment of principal, interest or funds
for retirement of bonds) ifit determines that it is not detrimental to the interests of the bondholders. (Section 15.02)
The Mortgage Trustee or the holders of25% of the bonds may declare the principal and interest due and payable on
Default, but a majority may annul the declaration if the Default has been cured. (Section 15.03) No holder of bonds may
enforce, the lien of the Mortgage without giving the Mortgage Trustee written notice of a Default and unless the holders of
25% of the bonds have requested the Mortgage Trustee to act and offered it reasonable opportunity to act and indemnity
satisfactory to it against the costs, expenses and liabilities to be incurred thereby and the Mortgage Trustee shall have failed
to act. (Section 15 .16) The holders of a majority of the bonds may direct the time, method and place of conducting any
proceedings for any remedy available to the Mortgage Trustee or exercising any trust or power conferred on the Mortgage
Trustee. (Section 15.07) The Mortgage Trustee is not required to risk its funds or incur personal liability if there is
reasonable ground for believing that repayment is not reasonably assured. (Section 19.08)
Defeasance
Under the terms of the Mortgage, we will be discharged from any and all obligations under the Mortgage in respect
of the bonds of any series if we deposit with the Mortgage Trustee, in trust, moneys or government obligations, in an amount
sufficient to pay aH the principal of, premium (if any) and interest on, the bonds of those series or portions thereof, on the
redemption date or maturity date thereof, as the case may be. The Mortgage Trustee need not accept the deposit unless it is
accompanied by an opinion of counsel to the effect that (a) we have received from, or there has been published by, the
Internal Revenue Service a ruling or, (b) since the date of the Mortgage, there has been a change in applicable federal income
tax law, in either case to the effect that, and based thereon the opinion of counsel shaH confirm that, the holders of the bonds
or the right of payment of interest thereon (as the case may be) will not recognize income, gain or loss for federal income tax
purposes as a result of the deposit, and/or ensuing discharge and will be subject to federal income tax on the same amount
and in the same manner and at the same times, as would have been the case if the deposit, and/or discharge had not occurred.
(Section 20.02)
Upon the deposit, our obligation to pay the principal of (and premium, if any) and interest on those bonds shall
cease, terminate and be completely discharged and the holders of such bonds shaH thereafter be entitled to receive payment
solely from the funds deposited. (Section 20.02)
DESCRIPTION OF UNSECURED DEBT SECURITIES
General
The Unsecured Debt Securities may be issued from time to time in one or more series under an indenture or
indentures (each, an "Indenture ), between us and the trustees named below, or other bank or trust company to be named as
trustee (each, an "Indenture Trustee ). The Unsecured Debt Securities will be our unsecured obligations. If so provided in the
prospectus supplement, the Unsecured Debt Securities win be our subordinated obligations ("Subordinated Debt Securities
Except as may otherwise be described in the prospectus supplement, Subordinated Debt Securities will be issued under the
Indenture, dated as of May I , 1995, as supplemented (the "Subordinated Indenture ), between us and The Bank of New
York, as Trustee. Except as may otherwise be described in the prospectus supplement, Unsecured Debt Securities other than
Subordinated Debt Securities will be issued under an Indenture, dated as of September I, 1996 (the "Unsecured Indenture
between us and The Bank of New York (as successor trustee to The Chase Manhattan Bank), as Trustee. Except as otherwise
specified herein, the term "Indenture" includes the Subordinated Indenture and the Unsecured Indenture.
The following summary is subject to the provisions of and is qualified by reference to the Indenture, which is filed
as an exhibit to or incorporated by reference in the registration statement. Whenever particular provisions or defined terms in
the Indenture are referred to herein, those provisions or defined tenns are incorporated by reference herein. Section and
Article references used herein are references to provisions of the Indenture unless otherwise noted.,
The Indenture provides that Unsecured Debt Securities may be issued from time to time in one or more series
pursuant to an indenture supplemental to the Indenture or a resolution of our Board. (Section 2.0 I) The Indenture does not
linrit the aggregate principal amount of Unsecured Debt Securities which may be issued thereunder. Our Third Restated
Articles of Incorporation (the "Restated Articles ) limit the amount of unsecured debt that we may issue to the equivalent of
30% of the total of all secured indebtedness and total equity. On June 17, 1999, a majority ofthe holders of the three classes
of PacifiCorp preferred stock (the "Preferred Stock"), voting together as a single class, consented to an increase of $5 bilIion
in the amount of unsecured indebtedness pennitted under the Restated Articles. The Indenture does not contain any
provisions that would limit our ability to incur indebtedness or that would afford holders of Unsecured Debt Securities
protection in the event of a highly leveraged or sinrilar transaction involving us or in the event of a change of control.
Reference is made to the prospectus supplement which will accompany this prospectus for the following tenns of
the series of Unsecured Debt Securities being offered thereby:
the specific title of those Unsecured Debt Securities;
any limit on the aggregate principal amount of those Unsecured Debt Securities;
the date or dates on which the principal of those Unsecured Debt Securities is payable;
the rate or rates at which those Unsecured Debt Securities will bear interest or the manner of calculation of the
rate or rates;
the date or dates from which any interest shall accrue, the interest payment dates on which any interest will be
payable or the manner of detennination of interest payment dates and the record dates for the determination of
holders to whom interest is payable on any interest payment dates;
the period or periods within which, the price or prices at which and the tenns and conditions upon which those
Unsecured Debt Securities may be redeemed, in whole or in part, at our option;
our obligation, if any, to redeem or purchase those Unsecured Debt Securities pursuant to any sinking fund or
analogous provisions or at the option of the holder thereof and the period or periods, the price or prices at which
and the tenns and conditions upon which those Unsecured Debt Securities shall be redeemed or purchased, in
whole or part, pursuant to that obligation;
the fonn of those Unsecured Debt Securities;
if other than denominations of $1 ,000 (except with respect to Subordinated Debt Securities issued pursuant to
the Subordinated Indenture, in which case other than denominations of $25) or, in either case, any integral
multiple thereof, the denominations in which those Unsecured Debt Securities shall be issuable; and
any and all other tenns with respect to those series. (Section 2.01)
For Subordinated Debt Securities issued pursuant to the Subordinated Indenture, the applicable prospectus
supplement will also describe (a) the right, if any, to extend the interest payment periods and the duration of that extension
and (b) the subordination tenns of the Subordinated Debt Securities to the extent the subordination tenns vary from those
described under "Subordination" below.
Subordination
The Subordinated Indenture provides that Subordinated Debt Securities are subordinate and junior in right of
payment to the prior payment in full of all of our Senior Indebtedness (as defined below) as provided in the Subordinated
Indenture. No payment of principal of (including redemption and sinking fund payments), or premium, if any, or interest on
the Subordinated Debt Securities may be made if any Senior Indebtedness is not paid when due, any applicable grace period
with respect to that default has ended and that default has not been cured or waived, or if the maturity of any Senior
Indebtedness has been accelerated because of a default. Upon payment by us or any distribution of our assets to creditors
upon any dissolution, winding-up, liquidation or reorganization, whether voluntary or involuntary or in bankruptcy,
insolvency, receivership or other proceedings, all amounts due or to become due on all Senior Indebtedness must be paid in
full before the holders of the Subordinated Debt Securities are entitled to receive or retain any payment. The rights ofthe
holders of the Subordinated Debt Securities will be subrogated to the rights of the holders of Senior Indebtedness to receive
payments or distributions applicable to Senior Indebtedness until all amounts owing on the Subordinated Debt Securities
(including the Subordinated Debt Securities to be offered hereby) are paid in full. (Sections 14.01 to 14.04 of the
Subordinated Indenture)
, . ' "..
The tenn "Senior Indebtedness" shall mean the principal of and premium, if any, and interest on and any other
payment due pursuant to any of the following, whether outstanding at the date of execution of the Subordinated Indenture or
thereafter incuITed, created or assumed:
(I) all of our indebtedness evidenced by notes (including indebtedness owed to banks), debentures, bonds or other
securities sold by us for money;
(2) all indebtedness of others of the kinds described in the preceding clause (1) assumed by or guaranteed in any
manner by us or in effect guaranteed by us through an agreement to purchase, contingent or otherwise; and
(3) all renewals, extensions or refundings of indebtedness of the kinds described in either of the preceding clauses
(I) and (2);
unless, in the case of any particular indebtedness, renewal, extension or refunding, the instrument creating or evidencing the
same or the assumption or guarantee of the same expressly provides that that indebtedness, renewal, extension or refunding is
not superior in right of payment to or is pari passu with the Subordinated Debt Securities. The Senior Indebtedness shall
continue to be Senior Indebtedness and entitled to the benefits of the subordination provisions contained in the Subordinated
Indenture irrespective of any amendment, modification or waiver of any tenD of the Senior Indebtedness. (Section 1.01 of the
Subordinated Indenture)
The Subordinated Indenture does not limit the aggregate amount of Senior Indebtedness which may be issued.
As the Subordinated Debt Securities will be issued by us, the Subordinated Debt Securities effectively will be
subordinate to all obligations of our subsidiaries, and the rights of our creditors, including holders of bonds issued under the
Mortgage, Subordinated Debt Securities and any other Unsecured Debt Securities issued by us, to participate in the assets of
the subsidiaries upon liquidation or reorganization, and will be junior to the rights of the holders of all preferred stock
indebtedness and other liabilities of the subsidiaries, which may include trade payables, obligations to banks under credit
facilities, guarantees, pledges, support arrangements, bonds, capital leases, notes and other obligations.
Certain Covenants of the Company
If, with respect to Subordinated Debt Securities issued pursuant to the Subordinated Indenture, there shall have
occurred any event that would, with the giving of notice or the passage of time, or both, constitute an Event of Default under
the Indenture, as described under "Events of Default" below, or we exercise our option to extend the interest payment
period described in clause (a) in the last sentence under "General" above, we will not, until all defaulted interest on the
Subordinated Debt Securities and all interest accrued on the Subordinated Debt Securities during any extended interest
payment period described above and all principal and premium, if any, then due and payable on the Subordinated Debt
Securities shan have been paid in full:
(i) declare, set aside or pay any dividend or distribution on any of our capital stock, including the Common Stock
except for dividends or distributions in shares of our capital stock or in rights to acquire shares of our capital stock; or
(ii) repurchase, redeem or otherwise acquire, or make any sinking fund payment for the purchase or redemption of
any shares of our capital stock (except by conversion into or exchange for shares of our capital stock and except for a
redemption, purchase or other acquisition of shares of our capital stock made for the pUlpose of an employee incentive plan
or benefit plan of ours or any of our subsidiaries and except for mandatory redemption or sinking fund payments with respect
to any series of Preferred Stock that are subject to mandatory redemption or sinking fund requirements, provided that the
aggregate stated value of an series of Preferred Stock outstanding at the time ofany payment does not exceed five percent of
the aggregate of (a) the total principal amount of an bonds or other securities representing secured indebtedness issued or
assumed by us and then outstanding and (b) our capital and surplus to be stated on our books of account after giving effect to
the payment); provided, however, that any moneys deposited in any sinking fund and not in violation of this provision may
thereafter be applied to the purchase or redemption of the Preferred Stock in accordance with the tenDS of the sinking fund
without regard to the restrictionscontainedinthisprovision;'(Section4;060ftheSubordinatedIndenture)
Form, Exchange, Registration and Transfer
Each series of Unsecured Debt Securities win be issued in registered form and, unless otherwise specified in the
applicable prospectus supplement, will be represented by one or more global certificates. If not represented by one or more
global certificates, Unsecured Debt Securities may be presented for registration of transfer (with the form of transfer
endorsed thereon duly executed) or exchange, at the office of the Registrar or at the office of any transfer agent designated by
us for that purpose with respect to any series of Unsecured Debt Securities and referred to in an applicable prospectus
supplement, without service charge and upon payment of any taxes and other governmental charges as described in the
Indenture. The transfer or exchange will be effected upon the registrar or the transfer agent, as the case may be, being
satisfied with the documents oftitJe and identity ofthe person making the request. (Section 2.05) If a prospectus supplement
refers to any transfer agent (in addition to the registrar) initially designated by us with respect to any series of Unsecured
Debt Securities, we may at any time rescind the designation of any transfer agent or approve a change in the location through
which any transfer agent acts, except that we will be required to maintain a transfer agent in each place of payment for that
series. (Section 4.02) We may at any time designate additional transfer agents with respect to any series of Unsecured Debt
Securities. The Unsecured Debt Securities may be transferred or exchanged without service charge, other than any tax or
governmental charge imposed in connection therewith. (Section 2.05)
In the event of any redemption in part, we shall not be required to (i) issue, register the transfer of or exchange any
Unsecured Debt Security during a period beginning at the opening of business 15 days before any selection for redemption of
Unsecured Debt Securities of like tenor and of the series of which that Unsecured Debt
Security is a part, and ending at the close of business on the earliest date in which the relevant notice of redemption
is deemed to have been given to all holders of Unsecured Debt Securities oflike tenor and ofthat series to be redeemed, or
(ii) register the transfer of or exchange any Unsecured Debt Securities so selected for redemption, in whole or in part, except
the unredeemed portion of any Unsecured Debt Security being redeemed in part., (Section 2.05)
Payment and Paying Agents
Unless otherwise indicated in the prospectus supplement or the Unsecured Debt Securities are represented by one or
more global certificates (see "Book-Entry Issuance ), payment of principal of and premium (if any) on any Unsecured Debt
Security will be made only against surrender to the Paying Agent ofthat Unsecured Debt Security. Unless otherwise
indicated in the prospectus supplement or unless the Unsecured Debt Securities are represented by one or more global
certificates, principal of and any premium and interest, if any, on Unsecured Debt Securities will be payable, subject to any
applicable laws and regulations, at the office of the Paying Agent or Paying Agents as we may designate from time to time
except that at our option payments on the Unsecured Debt Securities may be made:
by checks mailed by the Indenture Trustee to the holders entitled thereto at their registered addresses as
specified in the Register for those Unsecured Debt Securities; or
to a holder of $1 ,000 000 or more in aggregate principal amount of those Unsecured Debt Securities who has
delivered a written request to the Indenture Trustee at least 14 days prior to the relevant payment date electing
to have payments made by wire transfer to a designated account in the United States, by wire transfer of
immediately available funds to the designated account;
provided that, in either case, the payment of principal with respect to any Unsecured Debt Security will be made only upon
surrender of that Unsecured Debt Security to the Indenture Trustee. Unless otherwise indicated in the prospectus supplement
payment of interest on an Unsecured Debt Security on any Interest Payment Date will be made to the person in whose name
that Unsecured Debt Security (or Predecessor Security) is registered at the close of business on the Regular Record Date for
that iriteresfpaymerit,(SeCtions 2.03arid4~03)
'"
We will act as Paying Agent with respect to the Unsecured Debt Securities. We may at any time designate additional
Paying Agents or rescind the designation of any Paying Agents or approve a change in the office through
which any Paying Agent acts, except that we will be required to maintain a Paying Agent in each Place of Payment for each
series of the respective Unsecured Debt Securities. (Sections 4.02 and 4.03)
All moneys paid by us to a Paying Agent for the payment of the principal of or premium, if any, or interest on any
Unsecured Debt Security of any series that remain unclaimed at the end of two years after that principal, premium, if any, or
interest shall have become due and payable wil1 be repaid to us and the holder of that Unsecured Debt Security will thereafter
look only to us for payment thereof. (Section 11.06)
Agreed Tax Treatment
The Subordinated Indenture provides that each holder of a Subordinated Debt Security, each person that acquires a
beneficial ownership interest in a Subordinated Debt Security and we agree that for United States federal, state and local tax
purposes it is intended that the Subordinated Debt Security constitutes indebtedness. (Section 13.12 of the SubordinatedIndenture)
Modification ofthe Indenture
The Indenture contains provisions permitting us and the Indenture Trustee, with the consent of the holders of not
less than a majority in principal amount of the Unsecured Debt Securities of each series which are affected by the
modification, to modify the Indenture or any supplemental indenture affecting that series or the rights of the holders of that
series of Unsecured Debt Securities; provided that no modification may, without the consent of the holder of each
outstanding Unsecured Debt Security affected thereby:
extend the fixed maturity of any Unsecured Debt Securities of any series, or reduce the principal amount
thereof, or reduce the rate or extend the time of payment of interest thereon, or reduce any premium payable
upon the redemption thereof;
reduce the percentage of Unsecured Debt Securities, the holders of which are required to consent to a
supplemental indenture; or
in the case of the Unsecured Indenture, reduce the percentage of Unsecured Debt Securities, the holders of
which are required to waive any default and its consequences or modify any provision ofthe Indenture relating
to the percentage of Unsecured Debt Securities (except to increase the percentage) required to rescind and annul
any declaration of principal due and payable upon an Event of Default. (Section 9.02)
In addition, we and the Indenture Trustee may execute, without the consent of any holder of Unsecured Debt
Securities (including the Unsecured Debt Securities being offered hereby), any supplemental indenture for some other usual
purposes, including the creation ofany new series of Unsecured Debt Securities. (Sections 2.01 and 10.01)
Events of Default
The Indenture provides that anyone or more of the following described events, which has occulTed and is
continuing, constitutes an "Event of Default" with respect to each series of Unsecured Debt Securities:
default for 30 days (except with respect to Subordinated Debt Securities issued under the Subordinated
Indenture, in which case default for 10 days). in payment of interest;
default in payment of principal or premium, ifany;
dd'ault in other covenants (otherthan those spedficallyie1atingto one or more other series)for90 days after
notice; or
specified events in bankruptcy, insolvency or reorganization. (Section 6.01)
The holders of a majority in aggregate outstanding principal amount of any series of the Unsecured Debt Securities
have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Indenture
Trustee for that series. (Section 6.06) The applicable Indenture Trustee or the holders of not less than 25% in aggregate
outstanding principal amount of any particular series of the Unsecured Debt Securities may declare the principal due and
payable immediately upon an Event of Default with respect to that series, but the holders of a majority in aggregate
outstanding principal amount of that series may annul the declaration and waive the Event of Default if it has been cured and
a sum sufficient to pay all matured installments of interest and principal and any premium has been deposited with the
Indenture Trustee. (Sections 6.01 and 6.06)
The holders of a majority in aggregate outstanding principal amount of all series of the Unsecured Debt Securities
issued under the Indenture and affected thereby may, on behalf of the holders of all the Unsecured Debt Securities of those
series, waive any past default, except a default in the payment of principal, premium, if any, or interest. (Section 6.06) We
are required to file annually with the applicable Indenture Trustee a certificate as to whether or not we are in compliance with
all the conditions and covenants under the Indenture. (Section 5.03( d))
No holder of an Unsecured Debt Security has any right by virtue or by availing of any provision of the Indenture to
institute any suit, action or proceeding upon or under or with respect to the Indenture unless such holder previously has given
written notice to the Indenture Trustee of an Event of Default with respect to Unsecured Debt Securities of that series and
unless the holders of not less than 25% in aggregate principal amount of the Unsecured Debt Securities of such series then
outstanding have made written request upon the Indenture Trustee to institute such action, suit or proceeding in its own name
as trustee and have offered to the Indenture Trustee such reasonable indemnity as it may require against the costs, expenses
and liabilities to be incurred, and the Indenture Trustee has failedto institute any such action, suit or proceeding for 60 days
after its receipt of such notice, request and offer of indemnity. (Section 6.04)
No holder of an Unsecured Debt Security of a specific series has any right in any manner whatsoever by virtue or by
availing of any provision of the Indenture to affect, disturb or prejudice the rights of the holders of any other Unsecured Debt
Securities ofthat series, or to obtain or seek to obtain priority over or preference to any other holder of Unsecured Debt
Securities of that series, or to enforce any right under the Indenture, except in the manner provided and for the equal, ratable
and common benefit of all holders of Unsecured Debt Securities of that series. (Section 6.04)
Consolidation, Merger and Sale
The Indenture does not contain any covenant which restricts our ability to merge or consolidate with or into any
other corporation, sell or convey all or substantially all of our assets to any person, finn or corporation or otherwise engage in
restructuring transactions. (Section 10.0 I)
Defeasance and Discharge
Under the tenns of the Indenture, we will be discharged from any and all obligations under the Indenture in respect
of the Unsecured Debt Securities of any series (except in each case for speci fic obligations to register the transfer or
exchange of Unsecured Debt Securities, replace stolen, lost or mutilated Unsecured Debt Securities, maintain paying
agencies and hold moneys for payment in trust) if we deposit with the Indenture Trustee, in trust, moneys or government
obligations, in an amount sufficient to pay all the principal of, and interest on, the Unsecured Debt Securities ofthat series on
the dates those payments are due in accordance with the tenns ofthose Unsecured Debt Securities and, if, among other
things, those Unsecured Debt Securities are not due and payable, or are not to be called for redemption, within one year, we
deliver to the Indenture Trustee an Opinion of Counsel to the effect that the holders of Unsecured Debt Securities ofthat
series will not recognize income, gain or loss for federal income tax purposes as a result of the deposit and discharge and will
be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the
case if the deposit and discharge had not occurred.
In addition to discharging those obligations under the Indenture as stated above, if:
(1) We deliver to the Indenture Trustee an opinion of counsel (in lieu ofthe opinion of counsel referred to above) to
the effect that (a) we have received from, or there has been published by, the Internal Revenue Service a ruling
, since the date ofthe Indenture, there has been a change in applicable federal income tax law, in either case to
the effect that, and based thereon the opinion of counsel shaH confirm that, the holders of Unsecured Debt
Securities ofthat series will not recognize income, gain or loss for federal income tax purposes as a result of the
deposit, defeasance and discharge and will be subject to federal income tax on the same amount and in the same
manner and at the same times, as would have been the case if the deposit, defeasance and discharge had not
occurred, and (b) the deposit shaH not result in us, the Indenture Trustee or the trust resulting from the
defeasance being deemed an investment company under the Investment Company Act of 1940, as amended; and
(2) in the case ofthe Unsecured Indenture, no event or condition shall exist that would prevent us from making
, payments of the principal of (and premium, if any) or interest on the Unsecured Debt Securities on the date of
the deposit or at any time during the period ending on the ninety-first day after the date of the deposit (it being
understood that this condition shaH not be deemed satisfied until the expiration of that period),
then, in that event, we will be deemed to have paid and discharged the entire indebtedness on the Unsecured Debt Securities
of that series.
In the event of any defeasance and discharge of Unsecured Debt Securities ofa series, holders of Unsecured Debt
Securities of that series would be able to look only to the trust fund for payment of principal of (and premium, if any) and
interest, if any, on the Unsecured Debt Securities of that series. (Sections 11., 11.02 and 11.03 of the Indenture)
Governing Law
The Indenture and the Unsecured Debt Securities will be governed by, and construed in accordance with, the laws of
the State of New York. (Section 13.04)
Information Concerning the Indenture Trustee
The Indenture Trustee, prior to default, undertakes to perform only those duties as are specificaHy set forth in the
Indenture and, after default, shall exercise the same degree of care as a prudent person would exercise in the conduct of his or
her own affairs. (Section 7.01) Subject to that provision, the Indenture Trustee is under no obligation to exercise any ofthe
powers vested in it by the Indenture at the request of any holder of Unsecured Debt Securities, unless offered reasonable
indemnity by the holder against the costs, expenses and liabilities which might be incurred thereby. (Section 7.02) The
Indenture Trustee is entitled, in the absence of bad faith on the part ofthe Indenture Trustee, to rely on the truthfulness of
statements and the correctness of opinions expressed in certificates or opinions furnished to it, is not subject to liability for
errors of judgment made by its officers in good faith, and is not required to expend or risk its own funds or otherwise incur
personal financial liability in the performance of its duties if the Indenture Trustee reasonably believes that repayment or
adequate indemnity is not reasonably assured to it. (Section 7.01)
Miscellaneous
We will have the right at all times to assign any of our rights or obligations under the Indenture to any of our direct
or indirect wholly-owned subsidiaries; provided that, in the event of any assignment, we will remain liable for all obligations.
Subject to the foregoing, the Indenture will be binding upon and inure to the benefit of the parties thereto and their respective
successors and assigns. The Indenture provides that it may not otherwise be assigned by the parties thereto. (Section 13.11 of
the Subordinated Indenture and Section 13.10 ofthe Unsecured Indenture).
BOOK-ENTRY ISSUANCE
Unless otherwise specified in the applicable prospectus supplement, The Depository Trust Company ("DTC") will
act as securities depositary for each series of the Additional Bonds and the Unsecured Debt Securities. The Additional Bonds
and the Unsecured Debt Securities will be issued only as fully-registered securities registered in the name of Cede & Co.
(DTC's nominee) or such other name as may be requested by an authorize d representative ofDTC. One or more fully-
registered global certificates will be issued for the Additional Bonds and the Unsecured Debt Securities, representing the
aggregate principal amount of each series of Additional Bonds or the aggregate principal amount of each series of Unsecured
Debt Securities, respectively, and will be deposited with DTC or its custodian. If, however, the aggregate principal amount of
any issue exceeds $500 000 000, one certificate wiII be issued with respect to each $500 000 000 of principal amount and an
additional certificate will be issued with respect to any remaining principal amount of such issue.
DTC is a limited purpose trust company organized under the New York Banking Law, a "banking organization
within the meaning ofthe New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within
the meaning of the New York Unifonn Commercial Code, and a "clearing agency" registered pursuant to the provisions of
Section 17A of the Exchange Act.'DTC holds securities that its participants ("Direct Participants ) deposit with DTc. DTC
also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions, such as transfers
and pledges, in deposited securitiesthrough electronic computerized book-entry changes between Direct Participants
accounts, thereby eliminating the need for physical movement of securities certificates. Direct Participants include both U.
and non-S. securities brokers and dealers, banks, trust companies, clearing corporations and some other organizations.
DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation ("DTCC"), which, in turn, is owned by a
number of Direct Participants ofDTC and Members ofthe National Securities Clearing Corporation, Government Securities
Clearing Corporation, MBS Clearing Corporation, and Emerging Markets Clearing Corporation (NSCC, GSCC, MBSCC,
and EMCC, also subsidiaries ofDTCC), as well as by the New York Stock Exchange, Inc., the American Stock Exchange
LLC, and the National Association of Securities Dealers, Inc. Access to the DTC system is also available to others such as
both U.S. and non-S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or
maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants , and together
with Direct Participants
, "
Participants ). DTC has Standard & Poor s highest rating: AAA. The DTC Rules applicable to its
Participants are on file with the SEe. More infonnation about DTC can be found at www.dtcc.com.
Purchases of Additional Bonds or Unsecured Debt Securities within the DTC system must be made by or through
Direct Participants, which will receive a credit for the Additional Bonds or Unsecured Debt Securities on DTC's records. The
ownership interest of each actual purchaser of each Additional Bond and each Unsecured Debt Security ("Beneficial Owner
is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written
confinnation from DTC of their purchases, but Beneficial Owners are expected to receive written confinnations providing
details of the transactions, as well as periodic statements of their holdings, from the Direct or Indirect Participants through
which the Beneficial Owners purchased Additional Bonds or Unsecured Debt Securities. Transfers of ownership interests in
the Additional Bonds or Unsecured Debt Securities are to be accomplished by entries made on the books of Participants
acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests
in Additional Bonds or Unsecured Debt Securities, except in the event that use of the book-entry system for the Additional
Bonds or Unsecured Debt Securities is discontinued.
To facilitate subsequent transfers, all Additional Bonds or Unsecured Debt Securities deposited by Direct
Participants with DTC are registered in the name ofDTC's partnership nominee , Cede & Co. or such other name as may be
requested by an authorized representative ofDTe. The deposit of Additional Bonds or Unsecured Debt Securities with DTC
and their registration in the name of Cede & Co. or such other nominee does not effect any change in beneficial ownership.
DTC has no knowledge ofthe actual Beneficial Owners of the Additional Bonds or Unsecured Debt Securities; DTC'
records reflect only the identity of the Direct Participants to whose accounts those Additional Bonds or Unsecured Debt
Securities are credited, which mayor may not be the Benefi cialOwners~ The Participants will remain responsible' for keeping
account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect
Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements
among them, subject to any statutory or regulatory requirements as may be in effect ITom time to time. Beneficial Owners of
Additional Bonds or Unsecured Debt Securities may wish to take certain steps to augment transmission to them of notices of
significant events with respect to the Securities, such as redemptions, tenders, defaults, and proposed amendments to the
security documents. For example, Beneficial Owners of Additional Bonds or Unsecured Debt Securities may wish to
ascertain that the nominee holding the Additional Bonds or Unsecured Debt Securities for their benefit has agreed to obtain
and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and
addresses to the registrar and request that copies of the notices be provided directly to them.
Redemption notices shall be sent to Cede & Co. as the registered holder of the Additional Bonds or Unsecured Debt
Securities. IfIess than all of the Additional Bonds or Unsecured Debt Securities are being redeemed, DTC will determine the
amount of the interest of each Direct Participant to be redeemed in accordance with its procedures, which, for the Additional
Bonds and Unsecured Debt Securities that are not Subordinated Debt Securities, will be by lot.
Neither DTC nor Cede & Co. (nor any other DTC nominee) will itself consent or vote with respect to Additional
Bonds or Unsecured Debt Securities unless authorized by a Direct Participant in accordance with DTC's procedures. Under
its usual procedures, DTC mails an omnibus proxy (the "Omnibus Proxy ) to the Mortgage Trustee or the Indenture Trustee
as applicable, as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.s consenting or voting rights
to those Direct Participants to whose accounts those Additional Bonds or Unsecured Debt Securities are credited on the
record date (identified in a listing attached to the Omnibus Proxy).
Payments on the Additional Bonds or Unsecured Debt Securities will be made by the Mortgage Trustee and the
Indenture Trustee, respectively, to Cede & Co. or such other nominee on behalf of us in immediately available funds. DTC'
practice is to credit Direct Participants' accounts upon DTC's receipt of funds and corresponding detail information on
payable date in accordance with their respective holdings shown on DTC's records. Payments by Participants to Beneficial
Owners will be governed by standing instructions and customary practices and will be the responsibility of the Participant
and not ofDTC (or its nominee), the Mortgage Trustee, the Indenture Trustee, or us, subject to any statutory or regulatory
requirements as may be in effect from time to time. Payments on the Additional Bonds or Unsecured Debt Securities are the
responsibility of the Mortgage Trustee or the Indenture Trustee, respectively, disbursement ofthe payments to Direct
Participants is the responsibility ofDTC, and disbursements of the payments to the Beneficial Owners is the responsibility of
Direct and Indirect Participants.
if:
Definitive certificates for the Additional Bonds or the Unsecured Debt Securities will be printed and delivered only
DTC (or any successor depositary) notifies us that DTC is unwi1ling or unable to continue as a depositary for
the Additional Bonds or the Unsecured Debt Securities and we shall not have appointed a successor; or
, in our sole discretion and subject to DTC's procedures , determine to discontinue use of the book-entry
system through DTC or any successor depositary.
The infoID1ation in this section concerning DTC and DTC's book-entry system has been obtained from sources that
we believe to be accurate, but we assume no responsibility for the accuracy thereof. We have no
responsibility for the perfonnance by DTC or its Participants of their respective obligations as described herein or under the
rules and procedures governing their respective operations.
PLAN OF DISTRIBUTION
We may sell the Securities through underwriters, dealers or agents, or directly to one or more purchasers. The
prospectus supplement with respect to the Securities being offered will set forth the specific terms of the offering of those
Securities, including the name or names of any underwriters, dealers or agents, the purchase price of those Securities and the
proceeds to us from the sale, any underwriting discounts, agency fees and other items constituting underwriters' or agents
compensation, any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers.
Ifwe use underwriters to sell Securities, we will enter into an underwriting agreement with the underwriters. Those
Securities will be acquired by the underwriters for their own account and may be resold from time to time in one or more
transactions, at a fixed public offering price, at market prices prevailing at the time of sale, at prices related to such prevailing
market prices or at negotiated prices. The underwriter or underwriters with respect to a particular underwritten offering of
Securities will be named in the prospectus supplement relating to that offering and, iran underwriting syndicate is used, the
managing underwriter or underwriters will be set forth on the cover page of the prospectus supplement. Any underwriting
compensation paid by us to the underwriters or agents in connection with an offering of Securities, and any discounts,
concessions or commissions allowed by underwriters to dealers, will be set forth in the applicable prospectus supplement to
the extent required by applicable law. Unless otherwise set forth in the prospectus supplement, the obligations of the
underwriters to purchase the Securities will be subject to specific conditions, and the underwriters will be obligated to
purchase all of the offered Securities if any are purchased.
If a dealer is used in the sale of any Securities, we will sell those Securities to the dealer, as principal. The dealer
may then resell the Securities to the public at varying prices to be detemrined by the dealer at the time of resale. The name of
any dealer involved in a particular offering of Securities and any discounts or concessions allowed or reallowed or paid to the
dealer will be set forth in the prospectus supplement relating to that offering.
The Securities may be sold directly by us or through agents designated by us from time to time. We will describe the
terms of any direct sales in a prospectus supplement. Any agent, who may be deemed to be an underwriter as that term is
defined in the Securities Act, involved in the offer or sale of any of the Securities will be named, and any commissions
payable by us to the agent will be set forth, in the prospectus supplement relating to that offer or sale. Unless otherwise
indicated in the prospectus supplement, any agent will be acting on a reasonable best efforts basis for the period of its
appointment.
If so indicated in an applicable prospectus supplement, we will authorize dealers acting as our agents to solicit offers
by certain specified institutions to purchase Securities from us at the public offering price set forth in the prospectus
supplement pursuant to delayed delivery contracts ("Contracts ) providing for payment and delivery on a specified date or
dates in the future. Each Contract will be for an amount not less than, and the aggregate principal amount of Securities sold
pursuant to Contracts shall be not less nor more than, the respective amounts stated in the prospectus supplement. Institutions
with whom Contracts, when authorized, may be made include commercial and savings banks, insurance companies, pension
funds, investment companies, educational and charitable institutions and other institutions, but will in all cases be subject to
our approval. Contracts will not be subject to any conditions except (i) the purchase by an institution ofthe Securities
covered by its Contracts shall not at the time of delivery be prohibited under the laws of any jurisdiction in the United States
to which the institution is subject, and (ii) ifthe Securities are being sold to underwriters, we shall have sold to those
underwriters the total principal amount ofthe Securities less the principal amount thereof covered by Contracts. Agents and
underwriters will have no responsibility in respect of the delivery or performance of Contracts.
In connection with a particular underwritten offering of Securities, the underwriters may engage in transactions that
stabilize, maintain or otherwise affect the prices of the classes or series of Securities offered, including stabilizing
transactions and syndicate covering transactions. A description of these activities, if any, will be set forth in the prospectus
stipp lernent reI ating to that offering.
Underwriters, dealers or agents and their associates may be customers of, engage in transactions with or perform
services for us and our affiliates in the ordinary course ofbusiness.
We will indicate in a prospectus supplement the extent to which we anticipate that a secondary market for the
Securities will be available. Unless we inform you otherwise in a prospectus supplement, we do not intend to apply for the
listing of any series of the Securities on a national securities exchange. If the Securities of any series are sold to or through
underwriters, the underwriters may make a market in such Securities, as permitted by applicable laws and regulations. No
underwriter would be obligated, however, to make a market in the Securities, and any market-making could be discontinued
at any time at the sole discretion of the underwriters. Accordingly, we cannot assure you as to the liquidity of, or trading
markets for, the Securities of any series.
Underwriters, dealers and agents participating in the distribution ofthe Securities may be deemed to be
underwriters" within the meaning of, and any discounts and commissions received by them and any profit realized by them
on resale of those Securities may be deemed to be underwriting discounts and commissions under, the Securities Act. Subject
to some conditions, we may agree to indemnify the several underwriters, dealers or agents and their controlling persons
against specific civil liabilities, including liabilities under the Securities Act, or to contribute to payments that person may be
required to make in respect thereof.
During such time as we may be engaged in a distribution of the securities covered by this prospectus we are required
to comply with Regulation M promulgated under the Exchange Act. With certain exceptions, Regulation M precludes us, any
affiliated purchasers and any broker-dealer or other person who participates in such distributing from bidding for or
purchasing, or attempting to induce any person to bid for or purchase, any security which is the subject of the distribution
until the entire distribution is complete. Regulation M also restricts bids or purchases made in order to stabilize the price of a
security in connection with the distribution of that security. All of the foregoing may affect the marketability of our
securities.
LEGAL MATTERS
The validity of the Securities will be passed upon for us by Perkins Coie LLP, counsel to the Company, 1120 N. W.
Couch Street, Tenth Floor, Portland, Oregon 97209.
EXPERTS
The financial statements incorporated in this prospectus by reference to our Annual Report on Form 10-K for the
year ended March 3 I , 2006 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an
independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.
With respect to the unaudited interim financial information for the periods ended June 30, 2006 and September 30
2006, which are incorporated herein by reference, Deloitte & Touche LLP, an independent registered public accounting firm
has applied limited procedures in accordance with the standards of the Public Company Accounting Oversight Board (United
States) for a review of such information. However, as stated in their reports included in OUT Quarterly Reports on Form lO-Q
for the quarters ended June 30, 2006 and September 30, 2006, and incorporated by reference herein, they did not audit and
they do not express an opinion on that interim financial information. Accordingly, the degree of reliance on their reports on
such information should be restricted in lightofthe limited nature of the review procedures applied. Deloitte & Touche LLP
is not subjectto the liability provision of Section I I of the Securities Act of 1933 for their reports on unaudited interim
financial information. Those reports are not "reports" or a "part" of the registration statement prepared or certified by an
accountant within the meaning of Sections 7 and 11 of the Securities Act.
P ART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Registration fee
Fees of state regulatory authorities
Counsel fees
Accountants' fees
Trustee fees
Rating agency fees
Indenture recording fees
Blue sky expenses
Printing and delivery of registration statement, prospectus, certificates, etc. *
Miscellaneous expenses
Total*
160 500
000
475 000
275 000
100 000
450 000
100 000
000
175 000
500
875 000
* Estimated
** Includes $82 390 paid in connection with registration statement no. 333-128134 previously filed by the registrant
on Form S-3.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company s Third Restated Articles ofIncorporation ("Restated Articles ), and Bylaws, as amended
Bylaws ), require the Company to indemnify directors and officers to the fullest extent not prohibited by law. The right to
and amount of indemnification ultimately will be subject to determination by a court that indemnification in the
circumstances presented is consistent with public policy considerations and other provisions of law. It is likely, however, that
the Restated Articles would require indemnification at least to the extent that indemnification is authorized by the Oregon
Business Corporation Act ("OBCA"). The effect ofthe OBCA is summarized as follows:
(a) The OBCA permits the Company to grant a right of indemnification in respect of any pending, threatened or
completed action, suit or proceeding, other than an action by or in the right of the Company, against expenses (including
attorneys' fees), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred, provided the
person concerned acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best
interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the
conduct was unlawful. Indemnification is not permitted in connection with a proceeding in which a person is adjudged liable
on the basis that personal benefit was improperly received unless indemnification is permitted by a court upon a finding that
the person is fairly and reasonably entitled to indemnification in view of all of the relevant circumstances. The termination of
a proceeding by judgment, order, settlement, conviction or plea of nolo contendere or its equivalent is not, of itself
determinative that the person did not meet the prescribed standard of conduct.
(b) The OBCA permits the Company to grant a right of indemnification in respect of any proceeding by or in the
right of the Company against the reasonable expenses (including attorneys' fees) incurred , if the person concerned acted in
good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, except
that no indemnification may be granted if that person is adjudged to be liable to the Company unless permitted by a court.
(t) Ul1dettheOBCA, the Company may not indemnify a person in respect ora proceeding described in (a) or (b)
above unless it is determined that indemnification is permissible because the person has met the prescribed standard of
conduct by anyone of the following:
II-
(1) the Board, by a majority vote of a quorum consisting of directors not at the time parties to the proceeding;
(2) if a quorum of directors not parties to the proceeding cannot be obtained, by a majority vote of a committee
of two or more directors not at the time parties to the proceeding;
(3) by special legal counsel selected by the Board or the committee thereof, as described in (1) and (2) above;
(4) by the shareholders.
Authorization of the indemnification and evaluation as to the reasonableness of expenses are to be determined as specified in
anyone of (1) through (4) above, except that if the determination of that indemnification s permissibility is made by special
counsel, then the determination of the reasonableness of those expenses is to be made by those entitled to select special
counsel. Indemnification can also be ordered by a court if the court determines that indemnification is fair in view of all of
the relevant circumstances. Notwithstanding the foregoing, every person who has been whol1y successful, on the merits or
otherwise, in defense of a proceeding described in (a) or (b) above is entitled to be indemnified as a matter of right against
reasonable expenses incurred in connection with the proceeding.
(d) Under the OBCA, the Company may pay for or reimburse the reasonable expenses incurred in defending a
proceeding in advance of the final disposition thereof if the director or officer receiving the advance furnishes (i) a written
affirmation ofthe director s or officer s good faith belief that he or she has met the prescribed standard of conduct and (ii) a
written undertaking to repay the advance if it is ultimately determined that that person did not meet the standard of conduct.
The rights of indemnification described above are not exclusive of any other rights of indemnification to which
officers or directors may be entitled under any statute, agreement, vote of shareholders, action of directors or otherwise.
Resolutions adopted by the Company s Board require the Company to indemnifY directors and officers ofthe Company to
the fullest extent permitted by law and are intended to create an obligation to indemnify to the fullest extent a court may find
to be consistent with public policy considerations. The Company has directors' and officers' liability insurance coverage
which insures directors and officers of the Company against specific liabilities.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits
A list of exhibits included as part of this Registration Statement is set forth in an Exhibit Index, which immediately
precedes the exhibits.
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this
registration statement:
(A) To include any prospectus required by section IO(a)(3) of the Securities Act of 1933;
(B) To reflect in the prospectus any facts or events arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a
fundamental' change in theinfonnatiori set forth iritheregistratiori' statemeriCNotwithstiiridirig; the
foregoing, any increase or decrease in volume of securities offered (if the total dol1ar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in
11-
the fonn of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and price represent no more than a 20% change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the effective registmtion statement; and
(C) To include any material infonnation with respect to the plan of distribution not previously disclosed in the
registration statement or any material change to such infonnation in the registration statement;
PROVIDED, HOWEVER, that paragraphs (a)(I)(A) and (a)(I)(B) do not apply if the infonnation required to
be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to section 13 or section 15( d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of detennining any liability under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registmtion statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered
which remain unsold at the tennination ofthe offering.
(4) The undersigned registmnt hereby undertakes that, for purposes of detennining liability under the Securities Act
of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) ofthe Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan s annual report pursuant
to section l5( d) of the Securities Exchange Act of 1934) that is incorpomted by reference in the registration
statement shall be deemed to be a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
. (b) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be pennitted to directors
officers and controlling persons of the registmnt pursuant to the provisions described under Item 15, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against
public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director
officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-3 and has duly caused the registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of Portland, State of Oregon, on February 13, 2007.
PACIFICORP
By: Isl David Mendez
David Mendez
Senior Vice President and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been duly signed by the
following persons on February 13, 2007 in the capacities indicated.
Isl *
Gregory E. Abel
Chief Executive Officer, Chairman and Director, Principal
Executive Officer
Isl David Mendez
David Mendez
Senior Vice President and Chief Financial Officer
Isl
Douglas L. Anderson
Director
Isl *
William J. Fehrman
Director
Isl *
Brent E. Gale
Director
Isl *
Patrick J. Goodman
Director
Isl *
Nolan E. Karras
Director
Isl *
A. Robert Lasich
Director
Isl *
Mark C. Moench
Director
Isl
Patrick Reiten
Director
Isl
A. Richard Walje
Director
Isl
Stanley K. Watters
Director
*By: Isl David Mendez
David Mendez, Attorney-in-fact
II-
EXHIBIT NO.
l(a)*
1 (b)*
3(a)*
3(b)*
4(a)*
4(b)*
4(c)*
4(d)*
EXHIBIT INDEX
DESCRIPTION
Form of Underwriting Agreement relating to Additional Bonds (Exhibit (l)(a), Form S-3 filed September
, 2005)
Form of Underwriting Agreement relating to Unsecured Debt Securities (Exhibit (l)(b), Form S-3/A filed
October 14, 1994, File No. 33-55309)
Third Restated Articles ofIncorporation of the Company (Exhibit 3(a), Form lO-K for the year ended
December 31 1996, File No. 1-5152)
Bylaws ofthe Company as amended May 23, 2005 (Exhibit 3., Form 10-K for the year ended March 31
2005, File No. 1-5152)
Mortgage and Deed of Trust dated as of January 9, 1989 between the Company and The Bank of New
York (as successor trustee to JPMorgan Chase Bank, N.), Trustee, Ex. 4-, Form 8-File No. 1-5152
as supplemented and modified by nineteen Supplemental Indentures as follows:
Exhibit
Number File Type Dated File Number
(4)(b)33-31861
(4)(a)January 9, 1990 5152
4(a)September 11 1991 5152
4(a)January 7 1992 5152
4(a)10-Q Quarter ended March 31 , 1992 5152
4(a)10-Quarter ended September 30, 1992 5152
4(a)April 1 1993 5152
4(a)IO-Q Quarter ended September 30, 1993 5152
4(a)10-Q Quarter ended June 30, 1994 5152
4(b)10-Year ended December 31, 1994 5152
4(b)10-Year ended December 31, 1995 5152
4(b)10-Year ended December 31 , 1996 5152
4(b)IO-Year ended December 31 , 1998 5152
99(a)November 21 2001 5152
10-Q Quarter ended June 30, 2003 5152
September 8, 2003 5152
August 24, 2004 5152
June 13, 2005 5152
August 14 2006 5152
Form of Supplemental Indenture to Mortgage and Deed of Trust to be used in connection with the issuance
of Additional Bonds (Exhibit 4(a), Form S-3 filed. September 6,2005)
Form of Additional Bond (Exhibit 4(b), Form S-3 filed September 6 2005)
Indenture dated as of May 1 , 1995 between the Company and The Bank of New York, as Trustee, as
supplemented by three Supplemental Indentures (Exhibit (4)(a), File No.333-03357, and Exhibit 4(h); File
No. 333-09115)
II-
EXHIBIT NO.
4(e)*
4(f)*
4(g) *
4(h)*
5(a)
l2(a)*
15(a)
23(a)
23(b)
24(a)
25(a)
25(b)
25(c)
DESCRIPTION
Form of Supplemental Indenture to Subordinated Indenture to be used in connection with the issuance of
Subordinated Debt Securities (Exhibit 4(e), Form S-3 filed September 6 2005)
Form of Subordinated Debt Securities (included in Exhibit 4(e) above)
Form of Indenture between the Company and The Chase Manhattan Bank, as Trustee, relating to
Unsecured Debt Securities other than Subordinated Debt Securities (Exhibit 4(k), File No. 333-09115)
Form of Unsecured Debt Security other than Subordinated Debt Securities (included in Exhibit 4(g) above)
Opinion ofperkins Coie LLP
Statements re: Computation of Ratios of Earnings to Fixed Charges (Exhibit 12., Form lO-Q for the
quarter ended September 30, 2006 File No. 1-5152)
Letter re: Unaudited Interim Financial Information
Consent of Price waterhouse Coopers LLP
Consent of Perkins Coie LLP (included in Exhibit 5(a))
Power of Attorney
Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York, as
Trustee under the Indenture dated as of May I , 1995 relating to Subordinated Debt Securities, as
supplemented, between the Company and The Bank of New York, as successor trustee
Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York, as
Trustee under the Indenture relating to Debt Securities other than Subordinated Debt Securities, between
the Company and The Bank of New York, as successor trustee
Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York, as
Trustee, under the Mortgage and Deed of Trust, dated as of January 9, 1989 between the Company and The
Bank of New York, as successor trustee, as supplemented and modified, relating to Additional Bonds
* Incorporated by reference.
II-
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EXHIBIT B-
RESOLUTIONS OF
THE BOARD OF DIRECTORS OF
PACIFICORP
February 8, 2007
First Mortgage, Collateral Trust Bonds and Other Debt Securities
WHEREAS, the Board of Directors of PacifiCorp (the "Company ), by
resolutions adopted November 18, 2004 (the "Prior Resolutions
authorized the issuance and sale or exchange by the Company from ' time
to time of not more than $1 000 000 000 (or the equivalent thereof at the
time of issuance in foreign currencies) in aggregate principal amount of
one or more new series of its First Mortgage and Collateral Trust Bonds;
in the form of secured medium-term notes or othelWise to be issued under
and secured by the Company s Mortgage and Deed of Trust dated as of
January 9, 1989 to the trustee thereunder (the "Trustee ), as heretofore
amended and supplemented and as it may be further amended and
supplemented (the "PacifiCorp Mortgage ) or other debt securities; and
WHEREAS, it is now desirable to provide for the issuance of additional
bonds and reduce 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 $1,500 000 000 (or the equivalent thereof at the time of
issuance in foreign currencies) in aggregate principal amount of one or
more new series of its First Mortgage and Collateral Trust Bonds (the
Bonds ), in the form of secured medium-term notes or othelWise, to be
issued under and secured by the PacifiCorp Mortgage; and further
RESOLVED, that the Bonds may be sold, or may be exchanged for other
outstanding securities 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, mature at such date or dates and have such other terms and
characteristics as shall be fixed by an Authorizing Officer (as defined
below); provided, however, that the issuance and sale or exchange by the
Company of the Bonds shall be subject to (1) the Company s first having
obtained ,alln€::ces&ary, autl1()riz~tions therefor from the federal and , state
regulatory authorities having jurisdiction over such issuance and sale
exchange and (2) the Company s compliance with the registration
requirements of all applicable federal and state securities laws in
connection with such issuance and sale or exchange; and further
Page 1
RESOLVED, that in accordance with Section 2.03 of the PacifiCorp
Mortgage, each of the Chief Executive Officer, the Chief Financial
Officer, and the Treasurer of the Company, acting together with any
president, Senior or Executive Vice President of the Company (each, an
Authorizing Officer ) 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. Indentures, and an
Authorizing Officer, acting alone, is authorized to execute (by manual or
facsimile signature) and deliver Bonds in such form and containing such
terms, not inconsistent with Section2.03 of the PacifiCorp Mortgage
(including, without limitation, the amounts thereof, the rate or rates of
interest, which may be floating or fixed, the maturity, sinking fund and
redemption or repurchase provisions, if any, and the currency
denomination of any such series), as an Authorizing Officer 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
transmittal 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
in registered form only, shall have maturities at the time of issuance of not
less than nine months and not more than 30 years; provided further that an
Authorizing Officer 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 further
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 $1 500 000 000 in aggregate
principal amount of Bonds (or the equivalent thereof at the. time
issuance in foreign currencies), or, if issued at an original issue discount
such greater amount as shall result in an aggregate offering price of up to
500 000 000, and to deliver the same upon the written order or orders.
of an Authorizing Officer or upon instructions given under an automated
issuance system as described more fully in the PacifiCorp Mortgage or a
supplement to the PacifiCorp Mortgage; and further
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 further action as in their jud,grnentmay be
desirable or appropriate to cause the execution, authentication and delivery
of said Bonds as specified in the immediately preceding resolution; and
further
Page 2
RESOLVED, that The Bank of New York, or any successor trustee 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
, 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 further
RESOLVED, that, in connection with the issuance and sale of any series
of Bonds denominated in foreign currencies, the Company shall enter into
a currency 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 Statesdollars; and further
RESOLVED, that, each of the Authorizing Officers 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 underwriting or sales agency
agreements or amendments, in one or more counterparts, including within
such agreements such terms and conditions (including terms concerning
discounts or fees) as the officer or officers executing such agreements
shall approve, his, her or their execution thereof to be conclusive evidence
of such approval; and further
RESOLVED, that the Company is hereby authorized to enter into such
credit support or enhancement agreements or arrangements 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 necessary or appropriate in the circumstances.
Other Debt Securities
WHEREAS, pursuant to the Prior Resolutions, the Board of Directors of
the Company authorized the issuance of $1 000,000 000 of other debt
securities in addition to, or in lieu of, Bonds, provided that the aggregate
principal amount of such other debt securities and Bonds not exceed
000 000 000, none of which other debt securities has been issued as of
the date hereof; and
Page 3
WHEREAS, it is now desirable to reduce and 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 $1 500,000 000 (or the
equivalent thereof at the time of issuance in foreign currencies or currency
units) in aggregate principal amount of other secured or unsecured debt
securities (the "Debt Securities ); provided, however, that the aggregate
principal amount of Debt Securities issued hereunder and Bonds issued
pursuant to the foregoing resolutions shall not exceed $1 500 000 000 (or
the equivalent); and further
RESOLVED, that the Debt Securities may be sold, or may be exchanged
for other outstanding securities 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 currencies, at such
times, at such prices, may bear interest at such variable, floating or fixed
rates, may be redeemable at such redemption prices, mature at such date or
dates, and have such subordination and other terms, conditions and
characteristics as shall be fixed by an Authorizing Officer, subject to the
limitations set forth below; provided, however, that the issuance and sale
or exchange by the Company of the Debt Securities shall also be subject to
(1) the Company s first having obtained all necessary authorizations
therefor from federal and state regulatory authorities having jurisdiction
over such issuance and sale or exchange, and (2) the Company
compliance with the registration requirements of all applicable state and
federal securities laws in connection with such issuance and sale or
exchange; and further
RESOLVED, that the Company is hereby authorized to enter into such
credit support or enhancement agreements or arrangements in connection
with the issuance and sale or exchange of said Debt Securities as an
Authorizing Officer shall approve after first determining that such
agreements or arrangements are necessary or appropriate in the
circumstances; and further
RESOLVED, that each Authorizing Officer 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 Securities
to approve and execute an indenture or indentures, including supplements
thereto, and forms of notes or bonds and other agreements related thereto
and tota.ke all such other actiori oraetioris as it may deem necessary Or
appropriate to facilitate the issuance and sale or exchange of the Debt
Securities (including, without limitation, approval of any credit support or
enhancement agreements or arrangements relating to payments in respect
of the Debt Securities), provided that the interest rate on the Debt
Page 4
Securities, if fixed, shall not exceed 10 percent and, if variable, shall at the
time of issuance of such Debt Securities not be greater than 10 percent
and (ii) to approve the listing of any or all such Debt Securities on any
United States or foreign securities exchanges (including, without
limitation, approval of the amount of such Debt Securities to be so listed).
General
RESOLVED, that the officers of the Company are hereby authorized, in
the Company s name and on its behalf, to prepare and file with the
California Public Utilities Commission, the Idaho Public Utilities
Commission, the Public Utility Commission of Oregon, the Public Service
Commission of Utah, the Washington Utilities and Transportation
Commission and the Wyoming Public Service Commission and any other
public service commission or federal or state regulatory authority, as may
be appropriate or necessary, applications for orders of said regulatory
authorities authorizing or exempting the issuance and sale or exchange by
the Company of the Bonds and/or the Debt Securities (collectively, the
New Securities ), together with any and all amendments to such
applications and with any and all exhibits and other documents pertaining
to such applications or any amendments thereto, as in the judgment
such officers may appear desirable or appropriate; and further
RESOLVED, that the acts of the officers in filing 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 or exempting the issuance and sale or
exchange of the New Securities are hereby approved, ratified and
confirmed; and further
RESOLVED, that the officers of the Company are hereby authorized and
directed, in the Company s name and on its behalf, to make any and all
such further filings with, and to take any and all such further action in the
proceedings before, federal and state regulatory authorities as in the
judgment of the officer or officers taking such action may appear desirable
or appropriate for the purpose of obtaining any and all such further
regulatory approvals, authorizations or consents 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 Securities; and further
RESOLVED,thateacb of the Authorizing Officers 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 filed, with the Securities 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 Securities under the Securities Act of
Page 5
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 pertaining to the subject
matter thereof as in the judgment of such officers may appear desirable or
appropriate; and further
RESOLVED, that each of David Mendez, Bruce Williams and Evan
Reynolds is hereby appointed as the true 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 Registration Statement for the
registration of the New Securities under the Securities Act of 1933 for and
on behalf of the Company, that each director of the Company, and each
officer of the Company who may be required to sign any such Registration
Statement and any amendments thereto, is hereby authorized to appoint
David Mendez, Bruce Williams and Evan Reynolds, and each of them
severally, as the true and lawful attorney or attorneys of each such director
or officer of the Company, with full power to act with or without the other
and with full power of substitution, to sign each such Registration
Statement and any amendments thereto for or on behalf of each such
director or officer in his or her capacity or capacities as such, and that the
President, any Vice President and each director of the Company and each
officer 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 further
RESOLVED, that David Mendez or any other officer 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 further
RESOLVED, that it is desirable and in the best interests of the Company
that its securities be qualified or registered for sale in various jurisdictions
that the President, any Vice President or the Treasurer and the Secretary or
any Assistant Secretary hereby are authorized to determine the states in
which appropriate action shall be taken to qualify or register or maintain
the qualification or registration for sale of all or such part of the securities
of the Company as said officers may deem advisable, that said officers 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 jurisdiction, and in connection therewith to
eXecute a.ndfile all requisite papers ariddoctimeIits, iIicluding,burnot
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
Page 6
authority therefor from the Company and the approval and ratification by
the Company of the papers and documents so executed and the action sotaken; and further
RESOLVED, that each of the Authorizing Officers of the Company is
hereby authorized, in the Company s name and on its behalf, to negotiate
with agents, underwriters or other purchasers with respect of the terms of
the issuance and sale or exchange of each offering of the New Securities
and to execute and deliver, in the Company s name and on its behalf, an
agreement or agreements with such agents, underwriters or purchasers
providing for such issuance and sale or exchange and containing such
other terms and provisions (including, without limitation, provisions for
compensation and indemnification of such parties) as shall be approved by
the officer or officers executing such agreement or agreements, his, her or
their execution thereof to be conclusive evidence of such approval.
Effect on Prior Resolutions
RESOLVED, that the foregoing resolutions shall supersede the Prior
Resolutions with respect to the Bonds and Debt Securities, but the
foregoing resolutions shall not affect the validity of any actions taken in
reliance on such previously adopted resolutions and shall not affect the
authorization of the issuance of up to $400 million principal amount of
Bonds registered under the Securities Act of 1933 in exchange for $400
million principal amount of unregistered Bonds issued pursuant to the
Nineteenth Supplemental Indenture (which shall remain authorized
pursuant to the Prior Resolutions).
Page 7