20101216Registration Statement.pdf

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Paic Po IRod Mountan Por IPa En
82 NE Multoma. Suit 190 LeT
Porlad. Oregon 97232December 16, 2010
ZDW DEC f 6 PH 2: 04
VI OVERNGHT DELIVERY UTIl
Idaho Public Utilty Commission
Statehouse
472 West Washington Street
Boise, ID 83702
Attn: Ms. Jean Jewell
Commssion Secreta
Re: New Exhibit Relating to Application in Case No. PAC-E-10-2
Dear Commissioners:
Pursuat to the application in the above-referenced Case, PacifiCorp hereby submits to the
Commssion one copy of the SEC Registration Statement on Form S-3 (Exhbit F).
Under penalty of perjur, I declare that I know the contents of the enclosed document, and they
are tre, correct and complete.
Please contact me if you have any questions about this letter or the enclosed document.
Sincerely,
~ rJ lJ~
Bruce N. Wiliams
Vice President and Treasurer
Enclosure
cc: Terr Carlock (Idaho Commssion) wÆncl.
As fied with the Securities and Exchange Commission on December 3, 2010
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM S-3 ~-
(.1'
Washington, D.C. 20549
REGISTRATION STATEMENT UNER THE SECURTIS ACT OF 1933 -0::'-
r"'.,oU1PACIFICORP
(Exact name of registrant as specified in its charter)
Oregon
(State or other jursdiction of incorporation or organization)
93-0246090
(IRS Employer Identification No.)
825 N.E. Multnomah Street
Portland, Oregon 97232
[phone]
(Address, including zip code, and telephone number, including area code, of registrants principal executive offces)
Bruce N. Wiliams
Vice President and Treasurer
825 N.E. Multnomah, Suite 1900
Portland, Oregon 97232
[phone]
(Name, address, including zip code, and telephone number, including area code, of agent for serice)
Copy to:
M. Christopher Hal
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 tie to time after this registration statement becomes effective as
determined by market conditions and other factors.
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. 0
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. 00
If this Form is fied to register additional securties for an offering pursuant to Rule 462(b) under the Securties 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
Ifthis Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securties Act, check the following box and list the Securties Act
registration number of the earlier effective registration statement for the same offerng. 0
If this Form is a registrtion statement puruant to Generl Instrction I.D. or a post-effective amendment thereto that shall become effective upon
fiing with the Commission puruant to Rule 462( e) under the Securties Act, check the following box. 00
If this Form is a post-effective amendment to a registrtion statement fied puruant to Generl Instrction I.D. fied to register additional securities
or additional classes of securities puruant to Rule 4 13 (b) of the Securties Act, check the following box. 0
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated fier, a non-accelerated filer, or a smaller reportng company.
Seethe definitions of "large accelerted fier," "accelerated fier" and "smaller reportng company" in Rule l2b-2 ofthe Exchange Act. (Check one
Large accelerated fier 0 Accelerated filer 0 Non-accelerated fier 00
(Do not check if a smaller reportg company)
Smaller reportg company 0
CALCULATION OF REGISTRTION FEE
Title of Each Class of Amount to be Proposed Maximum Proposed Maximum Amount of
Securities to be Registered Reirstered Offerine Price Per Unit Aeereeate Offerine Price Remstration Fee
First Mortgage Bonds (l (1)(1)(2)
(1) An indeterinate aggregate initial offerig price and number of securties are being registered as may from time to time be offered at
indeterminate prices.
(2) In accordance with Rules 456(b) and 457(r), the Registrant is deferrng payment ofthe registration fee and wil pay such fee on a pay-as-
you-go basis.
PROSPECTUS
PACIFICORP
FIRST MORTGAGE BONDS
PacifiCorp, an Oregon corporation, may from time to time offer First Mortgage Bonds ("Additional Bonds" or "Securities") in one or more
issuances or series at prices and on terms to be determined at the time of sale.
We will provide specific terms of the Securties, including, as applicable, the amount offered, offering prices, interest rates, matuties and
redemption or repurchase provisions, in supplements to this prospectus. The supplements may also add, update or change information contained
in this prospectus. You should read this prospectus and any supplements carefully before you invest.
We may sell the Securties directly through agents designated from time to time or through underwriters or dealers. The supplements to
this prospectus wil describe the terms of any partcular plan of distrbution, including any underwiting arrangements. The "Plan of Distrbution"
section in this prospectus provides more information on this topic.
This prospectus may.not be used to consummate sales of Securities unless accompanied by a prospectus supplement relating to the
Securties offered.
Investing in our Securities involves risks. See the "Risk Factors" section beginning on page 2 of this prospectus for information on
certain matters you should consider before buying our Securities.
NEITHER THE SECURTIES AN EXCHANGE COMMSSION NOR ANY STATE SECURIES COMMISSION HAS APPROVED OR
DISAPPROVED OF THESE SECURIES OR DETERMD IF THIS PROSPECTUS IS TRUTUL OR COMPLETE. AN REPRESENT A nON TO
THE CONTRRY IS A CRIINAL OFFENSE.
The date of this prospectus is December 3,2010.
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
FORWAR-LOOKIG STATEMENTS
THE COMPANY
RISK FACTORS
CONSOLIDATED RATIOS OF EARINGS TO FIXD CHARGES
WHRE YOU CAN FIN MORE INORMATION
USE OF PROCEEDS
DESCRIPTION OF ADDITIONAL BONDS
BOOK-ENTY ISSUANCE
PLAN OF DISTRUTION
LEGAL MATTRS
EXPERTS
We have not authorized anyone to give you any information other than this prospectus and any supplements to this prospectus. You
should not assume that the information contained in this prospectus, any prospectus supplement, any document incorporated by reference in this
prospectus or any free writing prospectuses is accurate as of any date other than the date mentioned on the cover page of those documents. Our
business, financial condition and results of operations may have changed since that date. We are not offerig to sell the Securities and we are not
soliciting offers to buy the Securties in any jursdiction in which offers are not permitted.
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement on Form S-3 that PacifiCorp fied with the Securties 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. This prospectus provides a general description of the Securties. Each time we sell Securities, we wil provide
a prospectus supplement that wil contain specific information about the terms of that offering. That prospectus supplement may include or
incorporate by reference a detailed and curent discussion of any risk factors and wil discuss any special considerations applicable to those
securties. 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," "we," "our"
and "us" refer to PacifiCorp, an Oregon corporation, and its subsidiaries.
For more detailed information about the Securties, you can read the exhibits to the registration statement. Those exhibits have been either
filed with the registrtion statement or incorporated by reference to earlier SEC filings listed in the registration statement. See "Where You Can
Find More Information."
FORWAR-LOOKIG STATEMENTS
This prospectus, any accompanying prospectus supplement and the additional information described under the heading "Where You Can
Find More Information" may contain "forward-looking statements" within the meaning of Section 27 A of the Securties Act and Section 21 E of
the Exchange Act, which are subject to the safeharbor created by the Private Securities Litigation Reform Act of 1995. All statements other than
statements of historical fact are "forward-looking statements" for purposes of these provisions. Examples include discussions as to our
expectations, beliefs, plans, goals, objectives and future financial or other performance or assumptions concerning matters discussed, including
through incorporation by reference, in this prospectus. This information, by its nature, involves estimates, projections, forecasts, risks anq
uncertinties that could cause actual results or outcomes to differ substantially from those expressed in the forward-looking statements found in
this prospectus and the documents incorporated by reference in this prospectus.
Our business is influenced by many factors that are difficult to predict, involve uncertainties that may materially affect actual results and are
often beyond our abilty to controL We have identified a number ofthese factors in our filings with the SEC, including the Form lO-K, the Forms
lO-Q and the Forms 8-K incorporated by reference in this prospectus, and we refer you to those reports for further information.
Any forwardclooking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking
statement to reflect events or circumstances after the date on which it is made. The forward-looking statements in this prospectus and the
documents incorporated by reference in this prospectus are qualified in their entirety by the preceding cautionary statements.
TH COMPAN
Weare a regulated electrcity company serving retail customers, including residential, commercial, industral and other customers in
portions of the states of Utah, Oregon, Wyoming, Washington, Idaho and California. We own, or have inteests in, a number ofthermal,
hydroelectrc, wind-powered and geotheral generating facilities, as well as electrc transmission and distrbution assets. We also buy and sell
electrcity on the wholesale market with public and private utilities, energy marketing companies and incorporated municipalities. We are subject to
comprehensive state and federal regulation and the regulatory commission in each state approves rates for retail electrc sales within that state.
We are an indirect subsidiary of MidAmercan Energy Holdings Company ("MEHC"), a holding company based in Des Moines, Iowa that
owns subsidiaries principally engaged in energy businesses. MEHC is a consolidated subsidiar of Berkshire Hathaway Inc.
Our pricipal executive offces are located at 825 N.E. Multnomah, Suite 2000, Portland, Oregon 97232 and our telephone number is
[phone]. We were initially incorporated in 1910 under the laws of the state of Maine under the name Pacific Power & Light Company. In 1984,
Pacific Power & Light Company changed its name to PacifiCorp. In 1989, we merged with Utah Power and Light Company, a Utah corporation, in a
transaction wherein both corporations merged into a newly formed Oregon corporation. The resulting Oregon corporation was re-named
PacifiCorp, which is the operating entity today.
For additional information concerning our business and affairs, including our capital requirements and external fiancing arrangements,
and pending legal and regulatory proceedings, including 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 Information".
RISK FACTORS
Investig in our Securties involves risk. Before purchasing any Securties we offer, you should carefully consider the risk factors
described in our periodic reports filed with the SEC and the following risk factors related to the Securties, 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 Securties. See "Forward-Looking Statements" and "Where You Can Find More Information" in this prospectus. Additional risks and
uncertinties that are not yet identified or that we currently believe are immaterial may also materially harm our business, operating results and
fiancial condition and could result in a loss on your investment.
We have not appraised the coUateral subject to the mortgage securing our Additional Bonds ("Mortgage") and, üthere is a default or a
foreclosure sale, the value of the collateral may not be suffcient to repay the holders of any Additional Bonds.
We have not made any formal appraisal of the value of the collateral subject to the Mortgage, which will.secure any Additional Bonds.
The value ofthe collateral in the event of liquidation will depend on market and economic conditions, the availability of buyers, the timing of the
sale of the collateral and other factors. 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. If the 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 ofthe sale of the collateral, would only have an unsecured claim against our
remaining assets.
2
There is no existing market for the Securities, and we cannot assure you that an active trading market for the Securities wi develop.
We do not intend to apply for listing of the 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 abilty of holders to sell the Securties that they
hold or the price at which holders wil be able to sell the Securties may be limited. Futue trading prices of the Securities wil depend on many
factors, including, among other things, prevailng interest rates, our operating results and the market for similar securties.
We do not know whether an active trading market will develop for the Securties. 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 all, may be less than the price paid for them. Consequently,
a holder may not be able to liquidate its investment readily, and the Securties may not be readily accepted as collateral for loans.
CONSOLIDATED RATIOS OF EARGS TO FIXED CHAGES
Nine-Month Period Ended
September 30, 2010
llx
Years Ended December 31,
2009 2008 20072.9x LOX 3.0x
Nine-Month Period Ended
December 31, 2006
2.lx
Year Ended
March 31, 2006
2.9x
3
WHERE YOU CAN FIN MORE INORMTION
This prospectus is part of a registrtion statement fied 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 fie 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
htt://ww.sec.gov. You may alsoread and copy any document we fie at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C.
20549. Please call the SEC at 1.800-SEC-0330 for fuher information regarding the public reference rooms. Our SEC fiings are also available though
the Financial Information section of our website at ww.pacificorp.com. The information found on our website, other than any of our SEC fiings
that are incorporated by reference herein, is not part of this prospectus.
The SEC allows us to "incorporate by reference" the information we fie with them, which means that we can disclose importnt
information to you by referrng you to those documents. The information incorporated by reference is considered to be part of this prospectus and
later information that we fie with the SEC wil 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), 13(c), 14 or l5(d) of the Securties Exchange Act of 1934 (the "Exchange
Act") (but only to the extent the information therein is filed and not fuished) until all of the securties covered by this prospectus have been
sold:
Annual Report on Form lO-K for the year ended December 31, 2009.
Quarterly Reports on Form lO-Q for the quarers ended March 31, 2010, June 30, 2010 and September 30,2010.
Curent Report on Form 8-K fied January 20, 2010.
You may request a copy of these filings (other than exhibits to such documents unless such exhibits are specifically incorporated by
reference therein), at no cost, by writing or telephoning us at the following address:
PacifiCorp
825 N.E. Multnomah, Suite 1900
Portland, Oregon 97232-4ll6
Telephone: [phone]
Attention:. Treasury
Y òu 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 underwiters, agents or dealers are not, making an offer of these Securties 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.
4
USE OF PROCEEDS
Unless otherwise indicated in a prospectus supplement, the net proceeds to be received by us from the issuance and sale of the
Securties wil initially become part of our general funds and wil be used for capital expenditures or utility asset purchases, to repay all or a porton
of our short-term borrowings and for general corporate puroses, including repayment oflong-term 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 Mellon Trust Company, N .A. (as successor trstee to JPMorgan Chase Bank, N.A.)
(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 paricular provisions or defined terms in the Mortgage are referred to herein, those provisions
or defined terms 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 form 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 offces of the Mortgage Trustee, New York, New York. Any Additional Bonds issued wil be
equally and ratably secured with all other bonds issued under the Mortgage. See "Book~Entr Issuance."
Maturity and Interest Payments
The prospectus supplement relating to any Additional Bonds wil set forth the date or dates on which those Additional Bonds wil
matue, the rate or rates per annum at which those Additional Bonds wil bear interest and the times at which any interest wil be payable. Those
terms, as well as other terms and conditions of the Additional Bonds, including those related to redemption and purchase referred to under
"Redemption or Purchase of Additional Bonds" below, will be established by resolution of our Board of Directors at the time we issue 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.
The prospectus supplement relating to any Additional Bonds wil set forth the redemption or repurchase terms and other specific terms of
those Additional Bonds.
If, at the time notice of redemption is given, the redemption amount is not held by the Mortgage Trustee, the redemption may be made
subject to the receipt of the redemption amount by the Mortgage Trustee on or before the date fixed for redemption. A redemption notice wil be of
no effect unless the redemption amount is received.
The Mortgage, as described below, contains provisions for the maintenance of the Mortgaged and Pledged Propert. There is no sinking
or analogous fud 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 7.03, Article XII and Section 13.06)
5
Security and Priority
The Additional Bonds will be issued under the Mortgage and secured by a first mortgage lien on cerin utility propert owned from time
to time by us and/or by Class "A" Bonds, if any, held by the Mortgage Trustee.
There are excepted from 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, contrcts, leases and operating agreements; electrc energy, gas, water, steam and other
products for sale, distrbution or other use; natural gas wells; gas trnsporttion lines or other propert used in the sale of natural gas to
customers or to a natural gas distrbution or pipeline company, up to the point of connection with any distrbution system; our interest in the
Wyodak Facilty; and all propertes that have been released from the discharged Mortgages and Deeds of Trust, as supplemented, of Pacific
Power & Light Company and Uta Power & Light Company and that PacifiCorp, a Maine corporation, or Uta Power & Light Company, a Uta
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 constrction liens, purchase money liens and other specific exceptions. We have resered the right,
without any consent or other action by holders of bonds ofthe Ninth 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-electrc generating plants owned by us, or in which we have
interests, puruant 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 proper to the mortgage lien thereof. These provisions may be limited, at
our option, in the case of consolidation or merger (whether or not we are the suriving corporation), conveyance or transfer of all or substantially
all of the utility propert of another electrc utilty company to us or sale of substatially all of our assets. (Section l8 .03) In addition, after-acquired
propert may be subjectto 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 on the mortgaged propert, prior to the holders of bonds, for the
payment of its reasonable compensation and expenses and for indemnity against certain liabilties. (Section i 9.09)
Issuance of Additional Bonds
The maximum principal amount of bonds that may be issued under the Mortgage is unlimited. Bonds of any series may be issued from
time to time on the basis of:
(l) 70% of qualified Propert 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 certin 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 interest expense and income taxes, being at least twice the Annual Interest
Requirements on all outstanding bonds issued under the Mortgage, all outstanding Class "A" Bonds held other than by the Mortgage Trustee or
by us, all other indebtedness secured by a lien prior to the lien of the Mortgage and all bonds then applied for in pending bond issuance
applications under the Mortgage. In general, interest on variable interest bonds, if any, is calculated using the rate then in effect. (Section 1.07 and
Arcles IV though VII)
6
Propert Additions generally include electrc, gas, steam and/or hot water utilty propert but not fuel, securties, automobiles, other
vehicles or aircraft, or propert used principally for the production or gathering of natual gas. (Section 1.04)
The issuance of bonds on the basis of Propert 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 N and V)
Release and Substitution of Propert
Propert subject to the Mortgage may be released on the basis of:
(1) the release of that propert from a Class "A" Mortgage;
(2) the deposit of cash or, to a limited extent, purchase money mortgages;
(3) Propert Additions, after making adjustments for certain prior lien bonds outstanding against Propert Additions; and/or
(4) a waiver of the right to issue bonds on the basis of the released propert.
Funded Cash, as defined in Section 1.05 of the Mortgage, may be withdrawn upon the bases stated in (1), (3) and (4) above. Propert that
does not constitute Funded Propert, as defined in Section 1.05 of the Mortgage, may be released without substituting other Funded Propert.
Similar provisions are in effect as to cash proceeds from such propert. The Mortgage contains special provisions with respect to certain prior lien
bonds deposited and disposition of moneys received on deposited prior lien bonds. (Sections 1.05,7.02,9.05, 10.01 through 10.04 and 13.03
through 13.09)
Merger or Consolidation
The Mortgage provides that in the event of the merger or consolidation of another company with or into us or the conveyance or transfer
to us by another company of all or substantially all of that company's propert that is of the same character as Propert 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 propert as an operating system or systems capable of engaging in all or any of the generating, transmission, distrbution
or other utility businesses described in the Mortgage. (Artcle 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) The notes to our audited consolidated financial statements included in our Report on Form lO-K
incorporated by reference herein contain information relating to other restrctions.
7
Foreign Currency Denominated Bonds
The Mortgage authorizes the issuance of bonds denominated in foreign curencies, provided that we deposit with the Mortgage Trustee
a currency exchange agreement with an entity having, at the time of the deposit, a financial ratig at least as high as our financial rating that, in the
opinion of an independent expert, gives us at least as much protection against curency exchange fluctuation as is usually obtained by similarly
situated borrowers. (Section 2.03) We believe that this type of curency exchange agreement will provide effective protection against curency
exchange fluctuations. However, if the other part to the exchange agreement defaults and the foreign curency 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 dollar-denominated bonds issued at the same time would be entitled.
The Mortgage Trustee
The Bank of New York Mellon Trust Company, N.A. or its affliates may act as a lender, trstee or agent under other agreements and
indentures involving us and our affliates.
Modification
The rights of bondholders may be modified with the consent of holders of at least 60% of the bonds, or, ifnot all series of bonds are
adversely affected, the consent of the holders of at least 60% ofthe series of bonds adversely affected. In general, no modification of the 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 we are in default in the payment of the interest on any bonds then Outstanding under the Mortgage or 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 ofthe holders of all Class "A" Bonds then actully voting. (Section 11.03)
Defaults and Notice Thereof
"Defaults" are defined in the Mortgage as;
(l) default in payment of principal;
(2) default for 60 days in payment of interest or an installment of any fud required to be applied to the purchase or redemption of any
bonds;
(3) default in payment of principal or interest with respect to certain prior lien bonds;
(4) certain events in bankrptcy, 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 of the 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 wil result in an effective default under all those mortgages.
The Mortgage Trustee may withhold notice of default (except in payment of principal, inteest or funds for retirement of bonds) ifit determines that
it is not detrmental to the interests of the bondholders. (Section 15.02)
8
The Mortgage Trustee or the holders of 25% of the bonds may declare the principal and interest due and payable on Default, but a
majority may anul the declaration if the Default has been cured. (Section 15.03) No holder of bonds may enforce the lien of the Mortgage unless
the Mortgage Trustee is given written notice of a Default and the Mortgage Trustee fails to act after the holders of 25% of the bonds have
requested in writing the Mortgage Trustee to act, offered it reasonable opportnity to act and offered an indemnity satisfactory to it against the
costs, expenses and liabilties that may be incured when enforcing the lien. (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 trst 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 tenns of the Mortgage, we wil 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 trst, moneys or government obligations, in an amount sufficient to pay all 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 shall confinn 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 ta purposes as a result of the
deposit, and/or ensuing discharge and wil 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 shall thereafter be entitled to receive payment solely from the funds deposited.
(Section 20.02)
9
BOOK-ENTRY ISSUANCE
Except as set fort below, the Additional Bonds wil be issued in registeed global form without interest coupons. Unless otherwise
specified in the applicable prospectus supplement, The Depository Trust Company ("DTC") in New York, New York, wil act as securties
depositary for each series of the Additional Bonds. The Additional Bonds will be issued as fully registered securties registered in the name of
Cede & Co. (DTC's partership nominee) or such other name as may be requested by an authorized representative ofDTC, in each case for the
credit to an account of a direct or indirect parcipant in DTC, as described below.
Transfers of beneficial interests in the Additional Bonds wil be subject to the applicable rules and pmcedures ofDTC and its direct or
indirect participants (including, if applicable, those of the Euroclear System ("Eurocleat') and Clearstream Banking, SA ("Cleartream")), which
may change from time to tie.
The following description of the operations and procedures ofDTC is provided solely as a matter of convenience. These operations and
procedures are solely within the control ofDTC and are subject to changes by it. We take no responsibilty for these operations and procedures
and urge investors to contact DTC or its participants directly to discuss these matters.
DTC has advised us that DTC is a limited-purose trst company created to hold securties for its participating organizations
(collectively, the "Participants") and to faciltate the clearance and settlement of trsactions in those securties between Partcipants through
electronic book-entr changes in accounts of its Participants. The Participants include securties brokers and dealers (including the underwters),
banks, trst companies, clearing corporations and certain other organizations. Access to DTC's system is also available to other entities, such as
bans, brokers, dealers and trst companies that clear through or maintain a custodial relationship with a Partcipant, either directly or indirectly
(collectively, the "Indirect Partcipants"). Persons who are not Partcipants may beneficially own securties held by or on behalf ofDTC only
through the Participants or the Indirect Participants. The ownership interests in, and transfers of ownership interests in, each security held by or
on behalf of DTC are recorded on the records of the Participants and Indirect Participants.
DTC has also advised us that, pursuant to procedures established by it:
(1) upon deposit of the Additional Bonds, DTC wil credit the accounts of the Partcipants designated by the underwiters with
portions of the principal amount of the Additional Bonds; and
(2) ownership of these interests in the Additional Bonds wil be shown on, and the transfer of ownership of these interests wil be
effected only through, records maintained by DTC (with respect to the Paricipants) or by the Partcipants and the Indirect Parcipants (with
respect to other owners of beneficial interests in the Additional Bonds).
Investors in the Additional Bonds who are Participants may hold their interests therein directly through DTC. Investors in the Additional
Bonds who are not Participants may hold their interests therein indirectly through organizations (including Euroclear and Clearstream) which are
Partcipants. All interests in the Additional Bonds, including those held through Euroclear or Clearstream, may be subject to the procedures and
requirements ofDTC. Those interests held through Euroclear or Clearstream may also be subject to the procedures and requirements of such
systems. The laws of some states require that certain persons take physical delivery in definitive form of securities that they own. Consequently,
the ability to transfer beneficial interests in Additional Bonds to such persons will be limited to that extent. Because DTC can act only on behalf of
the Partcipants, which in tum act on behalf of the Indirect Partcipants, the abilty of a person having beneficial interests in an Additional Bond to
pledge such interests to persons that do not participate in the DTC system, or otherwise take actions in respect of such interests, may be affected
by the lack of a physical certificate evidencing such interests.
Except as described below, owners of an interest in the Additional Bonds will not have bonds registered in their names, wil not receive
physical delivery of certficated Additional Bonds and wil not be considered the registered owners or "Holders" thereof under any supplemental
indenture to the Mortgage for any purpose.
10
We may decide to discontinue use of the system of book-entr only transfers through DTC or any successor depositary. In that event,
Additional Bond certficates wil be printed and delivered to DTC.
Payments in respect of the principal of, and interest and premium, if any, on an Additional Bond registered in the name of DTC or its
nominee wil be payable to DTC in its capacity as the registered holder. Under the terms of any supplemental indenture to the Mortgage, the
Company and the Mortgage Trustee wil treat the persons in whose names the Additional Bonds are registered as the owners of the Additional
Bonds for the purpose of receiving payments and for all other purposes. Consequently, neither the Company, the Mortgage Trustee nor any agent
of ours or of the Mortgage Trustee has or wil have any responsibilty or liabilty for:
(1) any aspect ofDTC's records or any Parcipant's or Indirect Parcipant's records relating to, or payments made on account of,
beneficial ownership interests in the Additional Bonds or for maintainìng, supervising or reviewing any ofDTC's records or any Partcipant's or
Indirect Partcipant's records relating to the beneficial ownership interests in the Additional Bonds; or
(2) any other matter relatig to the actions and practices ofDTC or any of its Partcipants or Indirect Participants.
DTC has advised us that its current practice, at the due date of any payment in respect of securties such as the Addìtional Bonds, is to
credit the accounts of the relevant Parcipants with the payment on the payment date unless DTC has reason to believe that it wil not receive
payment on such payment date. Each relevant Partcipant is credited with an amount proportonate to its beneficial ownership of an interest in the
principal amount of the bonds as shown on the records ofDTC. Payments by the Partcipants and the Indirect Partcipants to the beneficial owners
of bonds wil be governed by standing instrctions and customary practices and wil be the responsibilty of the Partcipants or the Indirect
Participants and wil not be the responsibilty ofDTC, the Mortgage Trustee or us. Neither we nor the Mortgage Trustee wil be liable for any delay
by DTC or any of its Participants in identifying the beneficial owners of the Additional Bonds, and the Company and the Mortgage Trustee may
conclusively rely on and wil be protected in relying on instrctions from DTC or its nominee for all puroses.
Transfers between Participants in DTC will be effected in accordance with DTC's procedures, and wil be settled in same-day funds, and
transfers between participants in Euroclear and Clearstream wil be effected in accordance with their respective rules and operating procedures.
Subject to compliance with any transfer restrctions specified herein and in the applicable prospectus supplement, cross-market trnsfers
between the Participants in DTC, on the one hand, and Euroclear or Clearstream participants, on the other hand, wil be effected through DTC in
accordance with DTC's rules on behalf of Euroclear or Clearstream, as the case may be, by its depositary; however, such cross-market transactions
wil require delivery of instrctions to Euroclear or Clearstream, as the case may be, by the counterpar in such system in accordance with the
rules and procedures and within the established dead1Ìnes (Brussels time) of such system. Euroclear or Clearstream, as the case may be, wil, if the
transaction meets its settlement requirements, deliver instructions to its respective depositary to take action to effect final settlement on its behalf
by delivering or receiving interests in the relevant Additional Bond in DTC, and making or receiving payment in accordance with normal
procedures for same-day fuds settlement applicable to DTC. Euroclear partcipants and Clearstream partcipants may not deliver instrctions
directly to the depositories for Euroclear or Clearstream.
DTC has advised us that it wil take any action permitted to be taken by a holder of any Additional Bond only at the direction of one or
more Participants to whose account DTC has credited the interests in the Additional Bond and only in respect of such portion of the aggregate
principal amount of the Additional Bond as to which such Participant or Participants has or have given such direction.
11
Although DTC, Euroclear and Clearstream have agreed to the foregoing procedures to faciltate trsfers of interests in the Additional
Bonds among partcipants in DTC, Euroclear and Clearstream, they are under no obligation to pedorm or to contiue to perform such procedures,
and may discontinue such procedures at any time. Neither the Company nor the Mortgage Trustee nor any of their respective agents wil have
any responsibilty for the performance by DTC, Euroclear or Clearstream or their respective Partcipants or Indirect Parcipants of their respective
obligations under the rules and procedures goveruing their operations.
Any redemption notices wil be sent to Cede & Co. as the registered holder of the Additional Bonds. Ifless than all ofthe Additional
Bonds are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Paricipant in such issue.
Neither DTC nor Cede & Co. (nor any other DTC nominee) wil consent or vote with respect to Additional Bonds unless authorized by a
direct Paricipant in accordance with DTC's procedures. Under its usual procedures, DTC mails an onmibus proxy (the "Onmibus Proxy") to the
Mortgage Trustee after the record date. The Onmibus Proxy assigns Cede & Co.'s consenting or voting rights to those direct Partcipants to
whose accounts those Additional Bonds are credited on the record date (identified in a listing attached to the Onmibus Proxy).
12
PLAN OF DISTRUTON
We may sell the Securties through underwriters, dealers or agents, or directly to one or more purchasers. The prospectus supplement
with respect to the Securities being offered wil set forth the specific terms of the offering of those Securities, including the name or names of any
underwters, dealers or agents, the purchase price of those Securities and the proceeds to us from the sale, any underwting discounts, agency
fees and other items constituting underwters' or agents' compensation, any initial public offering price and any discounts or concessions
allowed or reallowed or paid to dealers.
lfwe use underwters to sell Securties, we wil enter into an underwting agreement with the underwters. Those Securties wil be
acquired by the underwters for their own account and may be resold from time to time in one or more trnsactions, at a fixed public offering price,
at market prices prevailng at the time of sale, at prices related to such prevailing market prices or at negotiated prices. The underwter or
underwters with respect to a partcular underwtten offering of Securties wil be named in the prospectu supplement relating to that offerig
and, if an underwriting syndicate is used, the managing underwriter or underwriters wil be set forth on the cover page ofthe prospectus
supplement. Any underwting compensation paid by us to the underwters or agents in connection with an offering of Securities, and any
discounts, concessions or commissions allowed by underwters to dealers, wil be set fort in the applicable prospectus supplement to the extent
required by applicable law. Unless otherwise set forth in the prospectus supplement, the obligations of the underwiters to purchase the Securties
wil be subject to specific conditions, and the underwters wil be obligated to purchase all of the offered Securties if any are purchased.
If a dealer is used in the sale of any Securities, we wil sell those Securties to the dealer, as principaL. The dealer may then resell the
Securties to the public at varying prices to be determined by the dealer at the time of resale. The name of any dealer involved in a parcular
offering of Securities and any discounts or concessions allowed or reallowed or paid to the dealer wil 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 wil 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 Securties Act of 1933, as
amended (the "Securties Act"), involved in the offer or sale of any of the Securities wil be named, and any commissions payable by us to the
agent wil be set forth, in the prospectus supplement relating to that offer or sale. Unless otherwise indicated in the prospectus supplement, any
agent wil be acting on a reasonable best efforts basis for the period of its appointment.
In connection with a particular underwtten offering of Securties, and in compliance with applicable law, the underwriters may engage in
transactions that stabilize, maintain or otherwise affect the prices of the classes or series of Securties offered, including stabilzing transactions
and syndicate covering transactions. These activities may stabilize, maintain or otherwise affect the market price of the Securities, which may be
higher than the price that might otherwise prevail in the open market, and if commenced, may be discontinued at any time. A description of these
activities, if any, wil be set forth in the prospectus supplement relating to that offering.
Underwters, dealers or agents and their associates may be customers of, engage in transactions with or perform services for us and our
affiiates in the ordinary course of business.
We wil indicate in a prospectus supplement the extent to which we anticipate that a secondary market for the Securties wil 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 underwters, the underwriters may make a market in such Securties, as
permitted by applicable laws and regulations. No underwter would be obligated, however, to make a market in the Securties, and any market-
making could be discontinued at any time at the sole discretion of the underwters. Accordingly, we cannot assure you as to the liquidity of, or
trading markets for, the Securties of any series.
13
Underwters, dealer and agents participating in the distrbution of the Securties may be deemed to be "underters" within the
meaning of, and any discounts and commissions received by them and any profit realized by them on resale of those Securties may be deemed to
be underwriting discounts and commissions under, the Securities Act. Subject to some conditions, we may agree to indemnify the several
underwters, dealers or agents and their controllng persons agaìnst specific civil liabilities, including liabilties under the Securties 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 distrbution of the securties covered by this prospectus we are required to comply with
Regulation M promulgated under the Exchange Act. With certin exceptions, Regulation M precludes us, any affiiated purchasers and any broker-
dealer or other person who participates in such distrbuting from bidding for or purchasing, or attempting to induce any person to bid for or
purchase, any security which is the subject of the distrbution until the entire distrbution is complete. Regulation M also restricts bids or
purchases made in order to stabilize the price of a securty in connection with the distrbution of that securty. All of the foregoing may affect the
marketabilty of our securties.
LEGAL MATTRS
The validity of the Securties wil 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 consolidated financial statements incorporated in this Prospectus by reference from PacifiCorp's Annual Report on Form lO-K for the
year ended December 31, 2009, have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their
report, which is incorporated herein by reference. Such financial statements have been so incorporated in reliance upon the report of such firm
given upon their authority as experts in accounting and auditing.
With respect to the unaudited interim consolidated financial information of PacifiCorp for the periods ended March 31, 2010 and 2009,
June 30, 2010 and 2009 and September 30,2010 and 2009, which is incorporated herein by reference, Deloitt & Touche LLP, an independent
registered public accounting firm, have 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 PacifiCorp' s Quarerly Reports on Form 10-Q
for the quaerly periods ended March 31, 2010, June 30, 2010 and September 30, 2010 and incorporated by reference herein, they did not audit and
they do not express an opinion on that interim consolidated financial information. Accordingly, the degree of reliance on their reports on such
information should be restricted in light of the limited nature of the review procedures applied. Deloitte & Touche LLP are not subject to the
liabilty provisions of Section 11 of the Securties Act of 1933 for their reports on the unaudited interim financial information because those reports
are not "reports" or a "part" of the registrtion statement prepared or certified by an accountant within the meaning of Sections 7 and 11 of the
Act.
14
PARTIl
INFORMTION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AN DISTRUTION.
Costs and expenses payable by us in connection with the issuance and distrbution of the Securities being registered are set forth as
follows:
Registrtion fee(I)
Legal fees and expenses
Accounting fees and expenses
Trustee fees
Ratig agency fees
Indentue recording fees
Blue sky expenses
Printing and delivery of registration statement, prospectus, certficates, etc.
Miscellaneous expenses
Total
$
*
*
*
-*
*
*
*
*
*
(l) In accordance with Rules 456(b) and 457(r), the Registrant is deferrng payment of the registrtion fee and wil pay such fee on a pay-as-
you-go basis.
* To be provided in an amendment or filing, or exhibit thereto, with the SEC pursuant to the Exchange Act and incorporated herein by
reference.
ITEM 15. INDEMNIFICATION OF DIRCTORS AND OFFICERS.
Insofar as indenmification for liabilties arising under the Securties Act may be permitted to the Company's directors and officers
pursuant to the following provisions or otherwise, the Company has been advised that, although the validity and scope of the governing statute
have not been tested in cour, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securties Act and is,
therefore, unenforceable. In addition, indenmification may be limited by state securities laws.
The Company's Third Restated Articles ofIncorporation ("Restated Articles"), and Bylaws, as amended ("Bylaws"), require the
Company to indenmify directors and offcers to the fullest extent not prohibited by law. The right to and amount of indenmification ultiately wil
be subject to determination by a court that indenmification 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 indenmification at least to the extent that indemnification is
authorized by the Oregon Business Corporation Act ("OBCA"). The effect ofthe OBCA is sumaried as follows:
( a) The OBCA periits the Company to grant a right of indenmification in respect of any pending, threatened or completed action, suit
or proceeding, other than an action by or in the right ofthe Company, against expenses (including attorneys' fees), judgments, penalties, fines and
amounts paid in settlement actually and reasonably incurred, provided the person concemed 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. Indenmification 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 indenmification is permitted by a court upon a finding that the
person is fairly and reasonably entitled to indemnification in view of all ofthe 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.
Il- I
(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) incured, 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, exceptthat no indemnification may be granted if that person is
adjudged to be liable to the Company unless permitted by a court.
(c) Under the OBCA, the Company may not indemnify a person in respect ofaproceeding described in (a) or (b) above unless one of
the following determines that indemnification is permissible because the person has met the prescribed standard of conduct:
(1) the Board of Directors of the Company (the "Board"), by majority vote of a quoru consisting of directors not at the tie partes
to the proceeding;
(2) if a quoru of directors not paries 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) if special legal counsel cannot be selected as described in (3) above, then by special legal counsel selected by majority vote of
the full Board, including directors who are parties to the proceeding; or
(5) 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 (5) above, except that if the determination of that indemnification's permissibilty is made by special legal counsel, then the determination
of the reasonableness of those expenses is to be made by those entitled to select special legal counsel. Indemnification can also be ordered by a
cour if the cour determines that indemnification is fair in view of all of the relevant circumstances. Notwithstanding the foregoing, every person
who has been wholly 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 incured in defending a proceeding in advance of
the final disposition thereof if the director or officer receiving the advance fuishes (i) a written affrmation of the director's or offcer'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 offcers or directors may
be entitled under any statute, agreement, vote of shareholders, action of directors or otherwise. Resolutions adopted by the Board require the
Company to indemnify directors and officers of the 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. MEHC maintains directors' and offcers' liabilty
insurance coverage which insures the Company's directors and offcers against specific liabilties.
In addition, under the form of underwting agreement that the Company expects to enter into in connection with any issuance of the
Securities, in certin circumstances, the underwters wil agree to indemnify the Company against certin liabilities, including liabilities under the
Securties Act.
ITEM 16. EXHITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits
A list of exhibits included as part of this Registrtion Statement is set forth in an Exhibit Index, which immediately precedes the exhibits.
Il-2
ITEM 17. UNERTAKGS.
(a) The undersigned registrnt hereby undertkes:
(1) To fie, durng 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 1O(a)(3) of the Securities Act;
(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 the information set forth in
the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total
dollar 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 the form of prospectus filed with the SEC pursuat 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 Registrtion Fee" table in the effective registration statement; and
(C) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
PROVIED, HOWEVER, that paragraphs (a)(l )(A), (a)(l )(B) and (a)(l)(C) do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports fied with or furnished to the SEC by the registrant
pursuant to section 13 or section l5( d) ofthe Exchange Act that are incorporated by reference in the registration statement, or is
contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
(2) That, for the purose of determining any liability under the Securities Act, each such post-effective amendment 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.
(3) To remove from registration by means ofa post-effective amendment any of the securties being registered which remain unsold at
the termination of the offering.
(4) That, for the purpose of determining liabilty under the Securities Act to any purchaser:
(A) Each prospectus fied by the registrant pursuant to Rule 4 24(b )(3) shall be deemed to be part of the registration statement as of the
date the .fied prospectus was deemed part of and included in the registration statement; and
II-3
(B) Each prospectus required to be fied pursuant to Rule 424(b )(2), (b )(5), or (b)(7) as par of a registration statement in reliance on
Rule 430B relatig to an offerg made pursuant to Rule 4l5(a)(1)(i), (vii), or (x) for the purose of providing the information
required by section 1 O( a) of the Securties Act shall be deemed to be part of and included in the registrtion statement as of the
earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the
offering described in the prospectus. As provided in Rule 430B, for liabilty puroses of the issuer and any person that is at that
date an underwter, such date shall be deemed to be a new effective date of the registration statement relating to the securties in
the registration statement to which that prospectus relates, and the offerig of such securties at that time shall be deemed to be the
initial bona fide offering thereof. Provided, however, that no statement made in a registrtion statement or prospectus that is part of
the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement
or prospectus that is part of the registrtion statement wil, as to a purchaser with a time of contract of sale prior to such effective
date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration
statement or made in any such document immediately prior to such effective date.
(5) That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of
the securties:
The undersigned registrant undertkes that in a priar offering of securties of the undersigned registrant pursuant to this
registration statement, regardless of the underwting method used to sell the securities to the purchaser, if the securties are offered
or sold to such purchaser by means of any of the following communications, the undersigned registrnt wil be a seller to the
purchaser and wil be considered to offer or sell such securties to such purchaser:
(i) Any preliminar prospectus or prospectus of an undersigned registrant relating to the offering required to be fied pursuant to Rule
424;
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by
the undersigned registrant;
(ii) The porton of any other free writing prospectus relating to the offering containing material information about an undersigned
registrant or its securities provided by or on behalf of an undersigned registrant; and
(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(b) The undersigned registrant hereby undertkes that, for purposes of determining any liabilty under the Securties Act, each filing of
the registrant's annual report puruant to section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to section l5(d) of the Exchange Act) that is incorporated 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 securties at that time shall be deemed
to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilties arising under the Securties Act may be permitted to directors, offcers and controlling persons
of the registrant pursuant to the provisions described under Item 15, or otherwise, the registrant has been advised that in the opinion of the SEC
such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the registrant of expenses incured or paid by a director, offcer or controlling
person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controllng person in
connection with the securities being registered, the registrant wil, unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a cour of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the
Securities Act and wil be governed by the final adjudication of such issue.
II-4
SIGNATURS
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 fiing 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 December 3, 2010.
PACIFICORP
By: lsI Douglas K. Stuver
Douglas K. Stuver
Senior Vice President and Chief Financial Offcer (pricipal
financial and accountig offcer)
Each person whose individual signatue appears below hereby authorizes and appoints Douglas K. Stuver, Bruce N. Wiliams and Jeffery
B. Erb, and each of them, with full power of substitution and resubstitution and full power to act without the other, as his or her tre and lawful
attorney-in-fact and agent to act in his or her name, place and stead and to execute in the name and on behalf of each person, individually and in
each capacity stated below, and to fie, any and all amendments (including post-effective amendments) to this registration statement, and to file the
same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, .full power and authority to do and perform each and every act and thing, ratifying and confirming
all that said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes may lawfully do or cause to be done by
virte thereof.
Pursuant to the requirements of the Securties Act of 1933, this registration statement has been duly signed by the following persons on
December 3, 2010 in the capacities indicated.
Gregory E. Abel*
Grgory E. Abel
Chairan of the Board of Directors and Chief Executive Officer
(principal executive offcer)
lsI Douglas K. Stuver
Douglas K. Stuver
Senior Vice President and Chief Financial Offcer (pricipal financial and
accounting officer)
Douglas L. Anderson*
Douglas L. Anderson
Director
Brent E. Gale*
Brent E. Gale
Director
Patrck J. Goodman*
Patrck J. Goodman
Director
Natalie L. Hocken*
Natalie L. Hocken
Director
Micheal G. Dunn*
Micheal G. Dun
Director
Mark C. Moench*
Mark C. Moench
Director
Patrck Reiten*
Patrck Reiten
Director
A. Richard Walje*
A. Richard Walje
Director
* By: lsI Douglas K. Stuver
Douglas K. Stuver
Attorney-in-Fact
II-5
Exhibit No.
1.
4.1*
4.2
5.1
12.1
15.1
23.1
23.2
24.1
25.1
EXlmIT INEX
Description
Form ofFirst Mortgage Bond Underwtig Agreement
Mortgage and Deed of Trust dated as of Janua 9,1989 between the Company and The Bank of New York Mellon Trust
Company, N.A. (as successor trtee to JPMorgan Chase Bank, N.A.), Trustee, Ex. 4-E, Form 8-B, File No. 1-5152 as
supplemented and modified by twenty-three Supplemental Indentues as follows:
Exhibit
Number File Type Dated File Number
(4)(b)SE November 2,1989 33-3l86l
(4)(a)8-K Janua 9,1990 l-5l52
4(a)8-K September 11, 1991 l-5l52
4(a)8-K Janua 7, 1992 1-5152
4(a)10-Q Quer ended Marh 31, 1992 1"5l52
4(a)lO-Q Qu ended September 30, 1992 1-5152
4(a)8-K April 1, 1993 l-5152
4(a)10-Q Qurtr ended September 30, 1993 1-5152
4(a)lO-Q Quart ended June 30, 1994 1-5152
4(b)lO-K Year ended December 31, 1994 1-5152
4(b)10-K Year ended December 31, 1995 l-5l52
4(b)lO-K Year ended December 31, 1996 1-5152
4(b)lO-K Year ended December 31, 1998 l-5l52
99(a)8-K November 21, 2001 1-5152
4.1 lO-Q Quaer ended June 30, 2003 1-5152
99 8-K September 8, 2003 1-5152
4 8-K Augut 24, 2004 1-5152
4 8-K June 13, 2005 1-5152
4.2 8-K Augut 14,2006 1-5152
4 8-K March 14, 2007 1-5152
4.1 8-K October 3,2007 1-5152
4.1 8-K July 17,2008 l-5l52
4.1 8-K Janua 8, 2009 l-5l52
Form of Additional Bond
Opinion of Perki Coie LLP
Statements of Computation of Ratios of Earnings to Fixed Charges
Awareness Letter of Deloitt & Touche LLP
Consent of Deloitte & Touche LLP
Consent of Perkins Coie LLP (included in Exhbit 5.1)
Power of Attorney (included on signature page)
Statement of Eligibilty under the Trust Indentue Act of 1939, as amended, of The Bank of New York Mellon Trust
Company, N.A., as Trustee, under the Mortgage and Deed of Trust, dated as of January 9, 1989 between the Company and
The Bank of New York Mellon Trust Company, N.A., as successor trtee, as supplemented and modified, relating to
Additional Bonds
* Incorporated herein by reference.
II-6
EXHBIT 1.1
Form of First Mortgage Bond Underwriting Agreement
PACIFICORP
$( ),000,000
First Mortgage Bonds
( )% Series Due 20( )
UNDERWRTING AGREEMENT
),20( )
)
As Representatives (the "Representatives") of the several Underwters listed
In Schedule A hereto
c/o (
(
(
Dear Sirs:
1. Introductory. PacifiCorp, an Oregon corporation (the "Company"), proposes, subject to the terms and conditions stated herein, to
issue and sell to the several underwters listed in Schedule A hereto (the "Underwriters") (i) U.s. $( ),000,000 pricipal amount of its First
Mortgage Bonds ( )% Series due 20( ) (the "20( ) Bonds" or the "Offered Securities"), to be issued under that certain Mortgage Deed and
Trust, dated as of January 9,1989, with The Bank of New York Mellon Trust Company, N.A., as successor trstee (the "Trustee"), as heretofore
amended and supplemented by the supplemental indentures thereto and as further amended and supplemented by a supplemental indenture to be
dated (J,20() (collectively, the "Mortgage") pursuant to the registration statement on Form S-3 (File No. 333-( )) filed on December 3, 2010,
as amended to date (the "Initial Registration Statement"). The Mortgage has been qualified under the Trut Indenture Act of 1939, as amended
(the "Trust Indenture Act"), and the rules and regulations of the Securties and Exchange Commission (the "Commission") under the Trust
Indentue Act. The United States Securties Act of 1933, as amended, is herein referred to as the "Securities Act," and the rules and regulations of
the Commission thereunder are herein referred to as the "Rules and Regulations."
The Company hereby agrees with the several Underwriters as follows:
2. Representations and Warranties of the Company. The Comp,any represents and warrants to, and agrees with, the several Underters
that:
(a) The Initial Registration Statement in respect of the Offered Securties has been filed with the Commission; the Initial
Registration Statement and any post-effective amendments thereto prior to the date hereof, each in the form heretofore delivered or to be
delivered to the Underwters and, excluding exhibits to the Initial Registration Statement but including all documents incorporated by
reference in the prospectus contained in such Initial Registration Statement, including any prospectus supplement relating to the Offered
Securties that is filed with the Commission and deemed by virte of Rule 430B under the Securties Act to be part of the Initial
Registration Statement, became effective upon filing with the Commission; other than a registration statement, if any, increasing the size
of the offering (a "Rule 462(b) Registration Statement," together with the Initial Registration Statement, the "Registration Statement"),
filed pursuant to Rule 462(b) under the Securties Act, which, if so fied, became effective upon filing, and no other document with respect
to the Initial Registrtion Statement or any document incorporated by reference therein has heretofore been filed or trnsmitted for filing
with the Commission with respect to the offering contemplated by the Initial Registration Statement (other than documents fied after the
filing date of the Initial Registration Statement under the Securties Exchange Act of 1934, as amended (the "Exchange Act"), and
prospectuses fied pursuant to Rule 424(b) of the Rules and Regulations, each in the form heretofore delivered to the Underwters); and
no stop order suspending the effectiveness of the Initial Registration Statement, any post-effective amendment thereto or the Rule 462(b)
Registration Statement, if any, has been issued and no proceeding for that purpose has been initiated or threatened by the Commission.
(b) A preliminary prospectus relating to the Offered Securties has been prepared by the Company and a final
prospectus relating to the Offered Securities wil be prepared by the Company in accordance with Section 5(a) hereto. Such preliminary
prospectus (including the documents incorporated by reference therein) is hereinafter refered to as, the "Preliminary Prospectus"; such
final prospectus relating to the Offered Securties to be fied with the Commission pursuant to Rule 424(b) under the Securities Act
(including the documents incorporated by reference therein) is hereinafter referred to as the "Prospectus." The Preliminary Prospectus,
as amended or supplemented as ofthe Applicable Time (as defied below), when considered together with the final term sheet fied
pursuant to Section Sea) hereof, (the "Disclosure Package") as of the Applicable Time did not include any untre statement of a material
fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they
were made, not misleading. The Prospectus, as of its date and as of the Closing Date (as defined below), did not and wil not include any
untre statement of a material fact or omit to state any material fact necessar in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading; and each Issuer Free Writing Prospectus (as defined in Rule 433 under the
Securities Act) listed on Schedule B(ii) hereto does not conflct with the information contained in the Registration Statement, the
Preliminary Prospectus or the Prospectus and each such Issuer Free Writing Prospectus, as supplemented by and taken together with the
Disclosure Package as ofthe Applicable Time, did not include any untre statement of a material fact or omit to state any material fact
necessar in order to make the statements therein, in the light of the circumstaces under which they were made, not misleading;
provided, the preceding two sentences do not apply to statements in or omissions from the Preliminary Prospectus, the Disclosure
Package, the Prospectus or any Issuer Free Writing Prospectus based upon wrtten information furnished to the Company by the
Underwiters specifically for use therein, it being understood and agreed that the only such information is that described as such in
Section 7(b) hereof. For puroses of this Agreement, the "Applicable Time" is ( 1 (a.m.) (p.m.), New York City Time, on the date of this
Agreement.
At the earliest time after the filing of the Initial Registration Statement that the Company or another offering participant made a bona fide offer
(within the meaning of Rule l64(h)(2) under the Act) of the Offered Securities, the Company was not an "ineligible issuer" as defined in Rule 405
under the Securities Act.
2
(c) The Registration Statement and the Prospectus conform, and any further amendments or supplements to the
Registration Statement or the Prospectus when made wil conform, in all material respects to the requirements ofthe Securties Act and
the Rules and Regulations and the Registration Statement conforms, and any fuher amendments or supplements to the Registration
Statement when made will conform, in all material respects to the requirements of the Trust Indentue Act, and the rules and regulations of
the Commission thereunder. The Registrtion Statement, as of the applicable effective date, and any amendments thereto as of the
Closing Date did not and wil not contain an untre statement of a material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein not misleading, and the Prospectus, as of its date and as amended or supplemented as ofthe
Closing Date, does not and wil not contain an untre statement of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(d) The Company has been duly incorporated and is validly existing as a corporation under the laws of the State of
Oregon with corporate power and corporate authority (i) to own its propertes and conduct its business as described in the Disclosure
Package and the Prospectus and (ii) to execute and deliver, and perform its obligations under, this Agreement, the Mortgage and the
Offered Securities; and the Company is duly qualified as a foreign corporation to transact business and is in good standing in each
jurisdiction in which it owns or leases substantial propertes or in which the conduct of its business requires such qualification, except
where the failure to so qualify would not have a material adverse effect on the financial condition, business or results of operations of the
Company and its subsidiaries taken as awhole (a "Material Adverse Effect").
(e) The Company is not and, after giving effect to the offering and sale of the Securities and the application of the
proceeds thereof as described in the Prospectus, wil not be an "investment company" as defined in the Investment Company Act of
1940, as amended.
(f) The Company is a "well-known seasoned issuer" as defied in Rule 405 under the Securties Act.
(g) The Mortgage has been duly authorized, executed and delivered by the Company, andcönstitutes a valid and
legally binding instrent of the Company enforceable against the Company in accordance with its terms, except as limited by
bankruptcy, insolvency, frudulent conveyance, reorganization and other similar laws relating to or affecting creditors' rights generally
and general equitable principles (whether considered in a proceeding in equity or at law); and the Mortgage conforms to the description
thereof in the Disclosure Package and the Prospectus.
(h) The Offered Securities have been duly authorized by the Company and, when authenticated and delivered in
accordance with the Mortgage and paid for by the purchasers thereof, wil constitute valid and legally binding obligations of the
Company enforceable against the Company in accordance with their terms, except as limited by bankrptcy, insolvency, frudulent
conveyance, reorganization and other similar laws relating to or affecting creditors' rights generally and general equitable principles
(whether considered in a proceeding in equity or at law), and wil be entitled to the benefit of the security afforded by the Mortgage; and
the Offered Securities conform to the description thereof in the Disclosure Package and the Prospectus.
(i) No consent, approval, authorization or order of, or filing or registration by the Company with, any cour,
governmental agency or third part is required for the consummation of the transactions contemplated by this Agreement and the
Mortgage in connection with the issuance and sale of the Offered Securities by the Company and the use of the proceeds of the offering
of the Offered Securties as described in the Disclosure Package and the Prospectus, except such as have been obtained or made.
3
(j) This Agrement has been duly authorized, executed and delivered by the Company and is a valid and legally binding
agreement of the Company enforceable against the Company in accordnce with its ters, except as limited by bankrptcy, insolvency,
frudulent conveyance, reorganization and other similar laws relating to or affecting creditors' rights generally and general equitable
priciples (whether considered in a proceeding in equity or at law) and subject to any principles of public policy limiting the right to
enforce the indemnification and contribution provisions contained herein.
(k) Except as disclosed in the Disclosure Package and the Prospectus, the Company has good and sufficient title to all
the properties described as owned and good and suffcient leasehold interest in all of the propertes described as leased by it (the
"Properties"), subject to minor defects and irregularties customarly found in properes of like size and character that do not materially
impair the use of the propert affected thereby in the operation of the business of the Company.
(1) The Company is not (i) in violation ofits Arcles of Incorporation (the "Articles") or its Bylaws, as amended, (ii) in
. default in the performance or observance of any material obligation, covenant or condition contained in any contract, agreement or other
instrent to which it is a par or by which it may be bound or (iii) in violation of any order, rule or regulation applicable to the Company
of any court or any federal or state regulatory body or administrative agency or other governmental body, the effect of which, in the case
of (ii) and (iii), would result in a Material Adverse Effect, and neither the execution and delivery of this Agreement, the Mortgage, or the
Offered Securities, the consummation of the transactions herein or therein contemplated, the fulfillment of the terms hereof or thereof nor
compliance with the terms and provisions hereof or thereof wil conflict with, or result in a breach of, or constitute a default under (x) the
Artcles or such Bylaws, or any material contrt, agreement or other instrent to which it is now a part or by which it may be bound or
(y) any order, rule or regulation applicable to the Company of any court or any federal or state regulatory body or administrative agency
or other governmental body having jursdiction over the Company or over its propertes, the effect of which, singly or in the aggregate,
would have a Material Adverse Effect.
(m) Except as disclosed in the Disclosure Package and the Prospectus, there are no legal or governmental proceedings
pending or to the Company's knowledge threatened against the Company or its subsidiaries that, if determined adversely to the Company
or any subsidiary would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect or a material adverse
effect on the ability of the Company to perform its obligations under this Agreement or the Mortgage.
(n) The consolidated financial statements included or incorporated by reference in the Disclosure Package and the
Prospectus present fairly the financial condition and operations ofthe Company and its consolidated subsidiaries at the respective dates
or for the respective periods to which they apply; such financial statements have been prepared in each case in accordance with generally
accepted accounting principles consistently applied throughout the periods involved except as otherwise indicated in the Disclosure
Package and the Prospectus; and Deloitte & Touche LLP, who has examined certin audited financial statements of the Company, is an
independent registered public accounting firm as required by the Act and the Regulations thereunder.
4
(0) Except as reflected in, or contemplated by, the Disclosure Package and the Prospectus, since the respective most
recent dates as of which information is given in the Disclosure Package and the Prospectus, there has not been any change in the capital
stock or long-term debt ofthe Company (other than changes arising from transactions in the ordinary course of business), or any material
adverse change in the business, affairs, business prospects, propert or financial condition of the Company and its subsidiaries taken as
a whole, whether or not arising in the ordinary course of business, and since such dates there has not been any material transaction
entered into by the Company other than transactions contemplated by the Disclosure Package and the Prospectus, and transactions in
the ordinary course of business; and the Company has no material contingent obligation that is not disclosed in the Disclosure Package
and the Prospectus.
(P) The Company (i) makes and keeps books, records, and accounts, which, in reasonable detail, accurtely and fairly
reflect the transactions and dispositions of the assets of the Company and its consolidated subsidiaries and (ii) maintains a system of
internal accounting controls sufficient to provide reasonable assurances that (1) transactions are executed in accordance with
management's general or specific authorization; (2) transactions are recorded as necessary to permit preparation of financial statements in
conformity with generally accepted accounting principles or any other criteria applicable to such statements and to maintain
accountability for assets; (3) access to assets is permitted only in accordance with management's general or specific authorization; and
(4) the recorded accountabilty for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with
respect to any differences.
(q) There is and has been no failure on the part of the Company or, to the knowledge ofthe Company, any of the
Company's directors or executive offcers in their respective capacities as such, to comply in all material respects with the provisions of
the Sarbanes-Oxley Act of2002 and the rules and regulations promulgated in connection therewith.
3. Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained,
but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwters, and the Underwters agree, severally and
not jointly, to purchase from the Company (i) at a purchase price of ( J% ofthe principal amount thereof plus accrued interest, if any, from (J, 20( J
to the Closing Date (as hereinafter defined), the respective principal amounts of the 20( J Bonds set forth opposite the names of the several
Underters in Schedule A hereto.
The Company wil deliver against payment of the purchase price for each of the 20( J Bonds to be purchased by each Underwter
hereunder and to be offered and sold by each Underwriter in the form of one or more global securities in registered form without interest coupons
(the "Global Securities") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede
& Co., as nominee for DTC Interests in the Global Securties wil be held only in book-entr form through DTC, except in the limited circumstances
described in the Disclosure Package and the Prospectus.
Payment for the 20( J Bonds shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank
acceptable to the Underwters drawn to the order of the Company at 10:00 A.M., (New York time), on ( J, 20( J, or at such other time not later
than seven full business days thereafter as the Underwters and the Company determine, such time being herein referred to as the "Closing Date,"
against delivery to the Trustee as custodian for DTC of the Global Securties. The Global Securities wil be made available for checking at the
offce of Latham & Watkis LLP, 885 Third Avenue, New York, NY 10022, at least 24 hours prior to the Closing Date.
5
4. Representations by Underwriters; Resale by Underwriters. Each ofthe Underwters severally represents and agrees that:
(a) (i) It has only communicated or caused to be communicated (and wil only communicate or cause to be
communicated) an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services
and Markets Act of 2000 (the "FSMA")) received by it in connection with the issue or sale of the Offered Securities in circumstances in
which Section 21(1) ofthe FSMA does not apply to the Company; and (ii) it has complied and will comply with all applicable provisions
ofthe FSMA with respect to anything done by it in relation to the Offered Securities in, from or otherwise involving the United Kingdom.
(b) In relation to each Member State of the Europea Economic Area which has implemented the Prospectus Directive
(each, a "Relevant Member State"), with effect from and including the date on which the Prospectu Directive is implemented in that
Relevant Member State (the "Relevant Implementation Date"), it has not made and wil not make an offer of the Offered Securties to the
public in that Relevant Member State, other than: (i) (a) in the case of a Member State that has not implemented the Amending Directive
to legal entities which are authoried or regulated to operte in the financial markets or, ifnot so authorized or regulated, whose corporate
purose is solely to invest in securities,. or (b) in the case of a Member State that has implemented the Amending Directive, persons or
entities that are described in points (1) to (4) of Section I (categories of clients who are considered to be professionals) of Annex II to the
Markets in Financial Investments Directive; (ii) to any legal entity which has two or more of (1) an average of at least 250 employees
during the last financial year, (2) a total balance sheet of more than €43,000,000, and (3) an annual net tuover of more than €50,000,000,
as shown in its last annual or consolidated accounts; (iii) (a) in the case of Member State that has not implemented the Amending
Directive, to fewer than 100 natual or legal persons (other than qualified investors as defined in the Prospectus Directive), or (b) in the
case of a Member State that has implemented the Amending Directive, to fewer than 150 natual or legal persons (other than persons or
entities that are described in points (l) to (4) of Section I (categories of clients who are considered to be professionals) of Annex II to the
Markets in Financial Investments Directive), in each case subject to obtaining the prior consent of the Representatives; or (iv) in any
other circumstaces falling within Arcle 3(2) ofthe Prospectus Directive; provided that no such offer of the Offered Securties shall
require the Company or any Underwiter to publish a prospectus pursuant to Article 3 of the Prospectus Directive.
For the purposes of this provision, (i) the expression an "offer of the Offered Securties to the public" in relation to the Offered
Securties in any Relevant Member State means the communication in any form and by any means of suffcient information on the terms
of the offer and the Offered Securities to be offered so as to enable an investor to decide to purchase or subscribe the Offered Securties,
as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, (ii) the
expression Prospectus Directive means Directive 2003171ÆC and includes any relevant implementing measure in each Relevant Member
State, (iii) the expression Amending Directive means the Directive approved by the European Parliament legislative resolution of 17 June
2010 on the proposal for a directive of the European Parliament and of the Council amending Directive 2003171ÆC on the prospectus to be
published when securties are offered to the public or admitted to trding, and Directive 2004/l09ÆC on the harmonization of
transparency requirements in relation to information about issuers whose securties are admitted to trading on a regulated market, and
includes any relevant implementing measure in each Relevant Member State, and (iv) the expression Markets in Financial Investments
Directive means Directive 2004/39ÆC and includes any relevant implementing measure in each Relevant Member State.
6
(c) (i) In Hong Kong, it has not offered or sold the Offered Securties by means of any document other than (i) in
circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong
Kong), or (ii) to "professional investors" within the meaning of the Securties and Futues Ordinance (Cap. 571, Laws of Hong Kong) and
any rules made thereunder, or (iii) in other circumstances which do not result in the document being a "prospectus" within the meaning of
the Companies Ordinance (Cap. 32, Laws of Hong Kong), and no advertisement, invitation or document relating to the Offered Securties
may be issued or may be in the possession of any person for the purose of issue (in each case whether in Hong Kong or elsewhere),
which is directed at, or the contents of which are likely to be accessed orread by, the public in Hong Kong (except if permitted to do so
under the laws of Hong Kong) other than with respect to Offered Securties which are or are intended to be disposed of only to persons
outside Hong Kong or only to "professional investors" within the meaning of the Securties and Futures Ordinance (Cap. 571, Laws of
Hong Kong) and any rules made thereunder.
(ii) It wil not circulate or distrbute the Prospectu or any other document or materal in connection with the offer or sale, or
invitation for subscription or purchase, of the Offered Securties, nor wil it offer or sèii, or be made the subject of an invitation for
subscription or purchase, the Offered Securities, whether directly or indirectly, to persons in Singapore other than (i) to an institutional
investor under Section 274 of the Securties and Futues Act, Chapter 289 of Singapore (the "SFA"), (ii) to a relevant person, or any
person puruant to Section 275(lA), and in accordance with the conditions, specified in Section 275 of the SF A or (iii) otherwise pursuant
to, and in accordance with the conditions of, any other applicable provision of the SF A.
(d) It wil not offer or sell any Offered Securties, directly or indirectly, in Japan or to, or for the benfit of, any resident of
Japan (which ter as used herein means any person resident in Japan, including any corporation or other entity organized under the laws
of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan, except pursuant to an exemption
from the registration requirements of, and otherwise in compliance with, the Securities and Exchange Law and any other applicable laws,
regulations and ministerial guidelines of Japan.
(e) Without the prior consent of the Company and the Representatives, other than one or more term sheets relating to
the Offered Securities containing customary information, it has not made and wil not make any offer relating to the Offered Securities that
would constitute an issuer free writing prospectus or a free wrting prospectus required to be fied with the Commission; and any such
free writing prospectus the use of which has been consented to by the Company and the Representatives (including the final term sheet
prepared and fied pursuant to Section 5(a) hereof) is listed on Schedule B hereto.
7
5. Certain Agreements of the Company. The Company agrees with the several Underwter that:
(a) It wil prepare the Prospectus in a form approved by you and to fie such Prospectus pursuant to Rule 424(b) under
the Securities Act not later than the Commission's close of business on the second business day following the date of this Agreement; to
make no furter amendment or any supplement to the Registration Statement, or the Prospectu prior to the Closing Date that shall be
reasonably disapproved by you promptly after reasonable notice thereof; to advise you, promptly aftr it receives notice thereof, of the
time when any amendment to the Registration Statement has been fied or becomes effective or any amendment or supplement to the
Prospectus has been fied and to furnish you with copies thereof; to prepare a final term sheet, containing solely a description of the
Offered Securties, in a form approved by you and to file such ter sheet puruat to Rule 433( d) under the Securties Act within the time
required by such Rule; to fie promptly all other material require to be filed by the Company with the Commission pursuat to Rule 433( d)
under the Securities Act; to fie promptly all reports and any defiitive proxy or information statements required to be fied by the
Company with the Commission pursuat to Section 13(a), 13(c), 14 or l5(d) of the Exchange Act subsequent to the date of the Prospectus
and for so long as the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule l73( a) under the Act) is required in
connection with the offering or sale of the Offered Securities; to advise you, promptly after it receives notice thereof, of the issuance by
the Commission of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or other prospectus in
respect of the Offered Securties, of the suspension of the qualification of the Offered Securties for offering or sale in any jursdiction, of
the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or
supplementing of the Registration Statement or the Prospectus or for additional information; and, in the event of the issuance of any stop
order or of any order preventing or suspending the use of any Preliminary Prospectus or other prospectus or suspending any such
qualification, to promptly use its best efforts to obtain the withdrawal of such order; and in the event of any such issuance of a notice of
objection, promptly to take such steps including, without limitation, amending the Registration Statement or filing a new registration
statement, at its own expense, as may be necessary to permit offers and sales of the Offered Securties by the Underwters (references
herein to the Registration Statement shall include any such amendment or new registration statement).
(b) Prior to 10:00 a.m., New York City tie, on the New York Business Day next succeeding the date of this Agreement
and from time to time, to fuish the Underwters with wrtten and electronic copies of the Prospectus in New York City in such quantities
as you may reasonably request, and, if the delivery ofa prospectus (or in lieu thereof, the notice referred to in Rule 1 73(a) under the
Securities Act) is required at any time prior to the expiration of nine months after the time of issue of the Prospectus in connection with
the offerig or sale of the Offered Securities and if at such time any event shall have occured as a result of which the Prospectus as then
amended or supplemented would include an untre statement of a material fact or omit to state any material fact necessary in order to
make the statements therein, in the light of the circumstances under which they were made when such Prospectus (or in lieu thereof, the
notice referred to in Rule l73(a) under the Securities Act) is delivered, not misleading, or, iff or any other reason it shall be necessary
durng such same period to amend or supplement the Prospectus or to file under the Exchange Act any document incorporated by
reference in the Prospectus in order to comply with the Securities Act, the Exchange Act or the Trust Indenture Act, to notify you and
upon your request to file such document and to prepare and fuish without charge to each Underwiter and to any dealer in securities as
many wrtten and electronic copies as you may from time to time reasonably request of an amended Prospectus or a supplement to the
Prospectus that wil correct such statement or omission or effect such compliance; and in case any Underwriter is required under the
Securities Act to deliver a prospectus (or in lieu thereof, the notice refered to in Rule i 73( a) under the Securities Act) in connection with
sales of any of the Offered Securties at any time nine months or more after the time of issue of the Prospectus, upon your request but at
the expense of such Underwriter, to prepare and deliver to such Underwter as many wrtten and electronic copies as you may request of
an amended or supplemented Prospectus complying with Section 10(a)(3) of the Securities Act.
8
(c) To make generally available to its security holders as soon as practicable, but in any event not later than 16 months
after the effective date of the Registration Statement (as defined in Rule l58(c) under the Act), an earnings statement of the Company and
its subsidiaries (which need not be audited) complying with Section 1 1 (a) of the Securties Act and the Rules and Regulations thereunder
(including, at the option of the Company, Rule 158).
(d) The Company wil arange for the qualification of the Offered Securities for sale and the deterination of their
eligibilty for investment under the laws of such jurisdictions in the United States and Canada as the Underwters designate and wil
continue such qualifications in effect so long as required for the resale ofthe Offered Securities by the Underwters, provided that the
Company wil not be required to qualify as a foreign corporation, to file a general consent to service of process in any such jursdiction or
to take any other action that would subj ect the Company to service of process in any suits (other than those arising out of the offering of
the Offered Securties) or to taxation in respect of doing business in any jurisdiction in which it is not otherwise subject.
(e) The Company wil pay all expenses incident to the performance of its obligations under this Agreement and the
Mortgage, for any filing fees and other expenses (including fees and disbursements of counsel) incured in connection with qualification
of the Offered Securties for sale and determination of their eligibilty for investment under the laws of such jursdictions as the
Underwters designate and the printing of memoranda relating thereto, for the fees and expenses of the Trustee and its professional
advisors, for all expenses in connection with the execution, issue, authentication, packaging and initial delivery of the Offered Securties,
the preparation and printing of this Agreement, the Offered Securities, the Disclosure Package and the Prospectus, any Issuer Free
Writing Prospectus, and amendments and supplements thereto, and any other document relating to the issuance, offer, sale and delivery
of the Offered Securities, for the cost of any advertising approved by the Company in connection with the issue of the Offered Securties,
for any fees charged by investment rating agencies for the rating of the Offered Securities, for any travel expenses of the Company's
officers and employees, and any other expenses of the Company in connection with attending or hosting meetings with prospective
purchasers of the Offered Securities and for expenses incurred in distributing the Disclosure Package, the Prospectus or any Issuer Free
Writing Prospectus (including any amendments and supplements thereto) to the Underwiters. Except as otherwise provided in this
Section 5( e) or in Section 9 of this Agreement, the Underwters wil pay all of their costs and expenses, including fees and expenses of
their counsel, transfer taxes on the resale of the Offered Securities and any advertising and travel expenses incured by them.
(t) In connection with the offering, until the earlier of (i) 180 days following the Closing Date and (ii) the date the
Underwters shall have notified the Company of the completion ofthe resale of the Offered Securties, neither the Company nor any of its
affliates has or will, either alone or with one or more other persons, bid for or purchase for any account in which it or any of its affiliates
has a beneficial interest any Offered Securities or attempt to induce any person to purchase any Offered Securities; and neither it nor any
of its affliates wil make bids or purchases for the purose of creating actual, or apparent, active trading in, or of raising the price of, the
Offered Securties.
(g) From the date hereof through and including the Closing Date, the Company wil not, without the prior written
consent of the Representatives, offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, or fie with the
Commission a registration statement under the Securities Act relating to, any United States dollar-denominated debt securities issued or
guaranteed by the Company and having a maturity of more than one year from the date of issue.
9
(h) If the Company elects to rely upon Rule 462(b), the Company shall file a Rule 462(b) Registrtion Statement with the
Commission in compliance with Rule 462(b) by 10:00 P.M., Washington, D.C. tie, on the date of this Agreement, and the Company shall
at the time of fiing either pay to the Commission the filing fee for the Rule 462(b) Registrtion Statement or give irrevocable instrctions
for the payment of such fee puruant to Rule 111 (b) under the Act.
(i) The Company (i) represents and agrees that, other than the final term sheet prepared and fied puruant to Section 5
(a) hereof, without the prior consent of the Representatives, it has not made and wil not make any offer relating to the Offered Securties
that would constitute a "free wrting prospectus" as defied in Rule 405 under the Act and (ii) has complied and will comply with the
requirements of Rule 433 under the Act applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission or
retention where required and legending.
G) The Company has paid the registrtion fee for this offering of Offered Securities pursuat to Rule 456(b)(1) under the
Securties Act or will pay such fees within the time period required by such rule (without giving effect to the proviso therein) and in any
event prior to the Closing Date
6, Conditions of the Obligations of the Underwriters. The obligations of the several Underwters to purchase and pay for the Offered
Securities wil be subject to the accuracy of the representations and waranties on the part of the Company herein, to the accuracy of the
statements of offcers of the Company made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder
and to the following additional conditions precedent:
(a) The Prospectus as amended or supplemented in relation to the applicable Offered Securties shall have been filed
with the Commission pursuant to Rule 424(b) within the applicable tie perod prescribed for such filing (without reliance on Rule 424(b)
(8) by the Rules and Regulations and in accordance with Section 5(a) hereof; if the Company has elected to rely upon Rule 462(b), the
Rule 462(b) Registration Statement shall have become effective by 10:00 P.M., Washington, D.C. time, on the date hereof; no stop order
suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that
purpose shall have been initiated or to the knowledge of the Company threatened by the Commission; and all requests for additional
information on the part of the Commission shall have been. complied with.
(b) (i) On the date hereof, Deloitt & Touche LLP shall have fuished to the Underwters a letter, dated as of the date
hereof, in form and substance satisfactory to the Underriters, confirming that they are an independent registered public accounting firm
with respect to the Company and its subsidiaries within the meaning of the Securities Act, the Exchange Act and the applicable published
Rules and Regulations and stating that as of the Applicable Time (or, with respect to matters involving changes or developments since
the respective dates as of which specified financial information is given in the Preliminary Prospectus as of a particular time not more than
five business days prior to the Applicable Time) conclusions and findings of such firm, to the effect that:
10
(A) in their opinion the financial statements examined by them and incorprated by reference in the
Preliminar Prospectu comply as to form in all material respects with the applicable accounting requirements of the
Securities Act, the Exchange Act and the related published Rules and Regulations;
(B) on the basis of a reading of the latest available interim financial statements of the Company, inquiries of
officials of the Company who have responsibilty for financial and accounting matters and other specified procedures,
nothing came to their attention that caused them to believe that:
(1) at the date of the latest available balance sheet read by such accountants, or at a subsequent
specified date not more than one business day prior to the date of this Agreement, there was any change in
the capital stock or any increase in short-term indebtedness or long-term debt of the Company and its
consolidated subsidiaries or, at the date of the latest available balance sheet read by such accountants, there
was any decrease intotal shareholders' equity or total consolidated net current assets, as compared with
amounts shown on the latest balance sheet incorporated by reference in the Preliminary Prospectus;
(2) for the period from the closing date of the latest statement of income incorporated by reference in
the Preliminary Prospectus to the closing date of the latest statement of income read by such accountants,
there were any decreases, as compared with the corresponding period of the previous year, in consolidated
revenue or net income;
(3) at ( ), there was any change in the capital stock, any increases in short-term
indebtedness or long-term debt, or any decreases in net current assets or total shareholder's equity, of the
Company and its consolidated subsidiaries, in each case as compared with amounts shown on theJatest
balance sheet incorporated by reference in the Preliminary Prospectus; or
(4) for the period from ( ) to ( ), there were any decreases,
as compared with the corresponding period in the preceding year, in consolidated revenue or net income; and
(C) they have compared specified dollar amounts (or percentages derived from such dollar amounts) and other
financial information contained in the Preliminar Prospectus (in each case to the extent that such dollar amounts,
percentages and other financial information are derived from the general accounting records of the Company and its
subsidiaries subject to the internal controls of the Company's accounting system or are derived directly from such
records by analysis or computation) with the results obtained from inquiries, a reading of such general accounting
records and other procedures specified in such letter and have found such dollar amounts, percentages and other
financial information to be in agreement with such results, except as otherwse specified in such letter.
(ii) The Underwters shall have received a letter, dated the Closing Date, of Deloitte & Touche LLP which meets
the requirements of subsection (c)(i) of this Section, except that (A) the specified date refered to in such subsection wil be a date not
more than one business day prior to the Closing Date for the purposes of this subsection, and (B) references to the Preliminary
Prospectus wil be replaced with references to the Prospectus.
11
(c) Subsequent to the Applicable Time, there shall not have been (i) any change, or any development or event
involving a prospective change, in the financial condition, business, propertes or results of operations of the Company and its
subsidiaries taken as a whole, which, in the judgment of the Representatives, is material and advere and makes it impractical or
inadvisable to proceed with completion of the offering or the sale of and payment for the Offered Securities; (ii) any downgrading in the
rating of any debt securties or preferred stock of the Company by any "nationally recognized statistical rating organization" (as defined
for puroses of Rule 436(g) under the Securties Act), or any public announcement that any such organization has under surveilance or
review its rating of any debt securities or preferred stock of the Company (other than an announcement with positive implications of a
possible upgrding, and no implication of a possible downgring, of such rating); (iii) any material suspension or material limitation of
trading in securities generally on the New York Stock Exchange, or any settng of minimum prices for trding on such exchange; (iv) any
suspension of trading of any securities of the Company on any exchange or in the over-the-counter market; (v) any baning moratorium
declared by u.S. Federal or New York authorities; (vi) any material disruption in settlements of securties or clearance services in the
United States; or (vii) any attck on, or outbreak or escalation of hostilities or act of terrorism involving, the United States, any
declaration of war by Congress or any other substantial national or international calamity or emergency if, in the judgment of the
Representatives, the effect of any such attck, outbreak, escalation, act, declaration, calamity or emergency makes it impractical or
inadvisable to proceed with completion of the offering or sale of and payment for the Offered Securties.
(d) The Underwter shall have received an opinion, dated the Closing Date, of (
Company, substantially in the form of Exhibit A hereto.
), General Counsel of the
(e) The Underwter shall have received an opinion, dated the Closing Date, of Perkins Coie LLP, special counsel to the
Company, in substatially the form of Exhibit B hereto.
(f) The Underriters shall have received from Latham & Watkins LLP, counsel for the Underwriters, such opinion or
opinions, dated the Closing Date, inform and substance satisfactory to the Underwriters, and the Company shall have furnished to such
counsel such documents as they request for the purpose of enabling them to pass upon such matters. In rendering such opinion, Latham
& Watkins LLP may rely as to the incorporation of the Company and all other matters governed by Oregon law upon the opinion of
Perkins Coie LLPreferred to above.
(g) The Underwte shall have received a certficate, dated the Closing Date, of the President or any Vice President
and a principal fiancial or accounting officer ofthe Company in which such offcers, to the best oftheir knowledge after reasonable
investigation, shall state that: (i) the representations and warranties ofthe Company in this Agreement are tre and correct, or tre and
correct in all material respects where such representations and warnties are not qualified by materiality or Material Adverse Effect; (ii)
that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or
prior to the Closing Date; and (iii) that, subsequent to the date of the most recent financial statements in, or incorporated by reference in,
the Preliminary Prospectus, there has been no material adverse change, norany development or event involving a prospective material
adverse change, in the financial condition, business or results of operations of the Company and its subsidiaries taken as a whole except
as set forth in the Disclosure Package and the Prospectus or as described in such certificate.
12
The Company will (i) fuish the Underwters with such conformed copies of such opinions, certificates, letters and documents as the
Underwriters reasonably request. The Underwters may waive compliance with any conditions to their obligations hereunder.
7. Indemnifcation and Contribution. (a) The Company wil indemnify and hold harless each Underwter, its parers, members,
directors and offcers and each person, if any, who controls such Underwter within the meaning of Section 15 of the Securities Act, against any
losses, claims, damages or liabilties, joint or several, to which such Underwter may become subject, under the Securties Act or the Exchange Act
or otherwise, insofar as such losses, claims, damages or liabilties (or actions in respect thereof) arise out of or are based upon any untre
statement or alleged untre statement of any material fact contained in the Registration Statement, the Preliminary Prospectus, the Disclosure
Package, the Prospectus or any Issuer Free Writing Prospectus, or any amendment or supplement to the Registration Statement, the Prospectus or
any Issuer Free Writing Prospectus, or any "issuer information" fied or required to be fied pursuant to Rule 433( d) under the Act, arise out of or
are based upon the omission or alleged omission to state therein a material fact necessary in order to make the statements therein made, in light of
the circumstances under which they were made (in the case ofthe Registration Statement, necessary in order to make the statements therein not
misleading), not misleading, including any losses, claims, damages or liabilities arising out of or based upon the Company's failure to pedorm its
obligations under Section 5(a) of this Agreement, and wil reimburse each Underwiter for any legal or other expenses reasonably incurred by such
Underwter in connection with investigating or defending any such loss, claim, damage, liabilty or action as such expenses are incurred;
provided, however, that the Company wil not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or
is based upon an untre statement or alleged untre statement in or omission or alleged omission from any of such documents in reliance upon
and in conformity with wrtten information fuished to the Company by the Representatives on behalf of the Underwters specifically for use
therein, it being understood and agreed that the only such information consists of the information described as such in subsection (b) below;
provided, further, that the foregoing indemnity with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter from
whom the person assertng any such losses, claims, damages or liabilties (or actions in respect thereof), in connection with clauses (i) through (iii)
below, purchased Offered Securities, or any person controllng such Underwiter, where it shall have been determined by a court of competent
jurisdiction by final and non-appealable judgment that (i) prior to the Applicable Time the Company has notified such Underwriter that the
Preliminary Prospectus, dated (J, contains an untre statement of materal fact or omits to state therein a material fact necessary in order to make
the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) such untrue statement or omission of a
material fact was corrected in an amended or supplemented Preliminary Prospectus and such corrected Preliminary Prospectus was provided to
such Underwriter sufficiently in advance of the Applicable Time so that such corrected Preliminary Prospectus could have been conveyed to such
person prior to the Applicable Time and (iii) such corrected Preliminary Prospectus was not conveyed to. such person at or prior to the Applicable
Time to such person.
13
(b) Each Underwter will severally and not jointly indemnifY and hold harmless the Company, its directors and offcers and each
person, if any, who controls the Company within the meaning of Section 15 of the Securties Act, against any losses, claims, damages or liabilties
to which the Company may become subject, under the Securties Act or the Exchange Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any untre statement or alleged untre statement of any material fact
contained in the Registration Stateent, the Preliminary Prospectus, the Disclosure Package, the Prospectus or any Issuer Free Writing
Prospectus, or any amendment or supplement to the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus or arise out of
or are based upon the omission or the alleged omission to state therein a material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made (in the case of the Registrtion Statement, necessary in order to make the statements
therein not misleading), not misleading, in each case to the extent, but only to the extent, that such untre statement or alleged untre statement or
omission or alleged omission was made in reliance upon and in conformity with wrtten information fuished to the Company by the
Representatives on behalf of the Underwters specifically for use therein, and wil reimburse any legal or other expenses reasonably incurred by
the Company in connection with investigating or defending any such loss, claim, daage, liabilty or action as such expenses are incurred, it being
understood and agreed that the only such information furnished by any Underwter consists of the following information in the Preliminar
Prospectus and Prospectus furnished on behalf of each Underwter: under the caption "Underwting," paragraphs 3, 4 (second sentence only) 5
and 6; provided, however, that the Underiters shall not be liable for any losses, claims, damages or liabilties arising out of or based upon the
Company's failure to perform its obligations under Section 5(a) of this Agreement.
(c) Promptly after receipt by an indemnified par under this Section of notice of the commencement of any action, such
indemnified part wil, if a claim in respect thereof is to be made against the indemnifyng par under subsection (a) or (b) above, notifY the
indemnifYing part of the commencement thereof;. but the omission so to notifY the indemnifyng part wil not relieve it from any liabilty which it
may have to any indemnified part under subsection (a) or (b) above except to the extent that it has been materially prejudiced (through forfeiture
or impairment of procedural or substantive rights or defenses) by such failure; and provided further that the failure to notifY the indemnifYing
part shall not relieve it from any liabilty that it may have to an indemnified part otherwise than under subsection (a) or (b) above. In case any
such action is brought against any indemnified par and it notifies the indemnifying part of the commencement thereof, the indemnifYing part
wil be entitled to parcipate therein and, to the extent that it may wish, jointly with any other indemnifyng part similarly notified, to assume the
defense thereof, with counsel reasonably satisfactory to such indemnified part (who shall not, except with the consent of the indemnified part,
be counsel to the indemnifYing part), and after notice from the indemnifYing part to such indemnified part of its election so to assume the
defense thereof, the indemnifYing part will not be liable to such indemnified par under this Section for any legal or other expenses subsequently
incured by such indemnified part in connection with the defense thereof other than reasonable costs of investigation; provided, however, that
the indemnified part shall have the right to employ counsel to represent the indemnified part and their respective controllng persons who may
be subject to liabilty arising out of any claim in respect of which indemnity may be sought by the indemnifed par against the indemnifYing part
under this Section 7 if the employment of such counsel shall have been authorized in writing by the indemnifYing part in connection with the
defense of such action, if in the wrtten opinion of counsel to either the indemnifYing part or the indemnified part, representation of both parties
by the same counsel would be inappropriate due to actual or likely conflicts of interest between them or the indemnifYing part shall have failed to
employ counsel within a reasonable period of time, and in that event the fees and expenses of one firm of separate counsel (in addition to the fees
and expenses of one local counsel in each applicable jursdiction) shall be paid by the indemnifYing part. No indemnifYing part shall, without
the prior written consent of the indemnified part (which consent shall not be unreasonably withheld), effect any settlement of any pending or
threatened action in respect of which any indemnified part is or could have been a part and indemnity could have been sought hereunder by
such indemnified part unless such settlement (i) includes an unconditional release of such indemnified par from all liabilty on any claims that
are the subject matter of such action and (ii) does not include a statement as to or an admission of fault, culpability or failure to act by or on behalf
of any indemnified part.
l4
(d) If the indenmification provided for in this Section is unavailable or insuffcient to hold harmless an indenmified part under
subsection (a) or (b) above, then each indenmifying part shall contrbute to the amount paid or payable by such indenmified par as a result of
the losses, claims, damages or liabilities referred to in subsection (a) or (b) above (i) in such proportion as is appropriate to reflect the relative
benefits received by the Company on the one hand and the Underwriters on the other from the offerng of the 20( J Bonds, or (ii) if the allocation
provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred
to in clause (i) above but also the relative fault of the Company on the one hand and the Underwters on the other in connection with the
statements or omissions which resulted in such losses, claims, damages or liabilties as well as any other relevant equitable considerations. The
relative benefits received by the Company on the one hand and the Underwters on the other shall be deemed to be in the same proportion as the
total net proceeds (before deducting expenses) from the offering of the 20( J Bonds, received by the Company bear to the total discounts and
commssions received by the Underwriters with respect to the 20( J Bonds, from the Company under this Agreement. The relative fault shall be
determined by reference to, among other things, whether the untre or alleged untre statement of a materal fact or the omission or alleged
omission to state a material fact relates to information supplied by the Company or the Underwters and the parties' relative intent, knowledge,
access to information and opportnity to correct or prevent such untrue statement or omission. The amount paid by an indemnified part as a
result of the losses, claims, damages or liabilities referred to in the first sentence of this subsection (d) shall be deemed to include any legal or other
expenses reasonably incured by such indenmified part in connection with investigating or defending any action or claim which is the subject of
this subsection (d). Notwithstanding the provisions of this subsection (d), no Underwriter shall be required to contrbute any amount in excess of
the amount by which the total price at which the 20( J Bonds purchased by it were resold exceeds the amount of any damages which such
Underwriter has otherwise been required to pay by reason of such untrue or alleged untre statement or omission or alleged omission. No person
guilty of fraudulent misrepresentation (within the meaning of Section 11 (f) of the Act) shall be entitled to contrbution from any person who was
not guilty of such fraudulent misrepresentation. The Underwters' obligations in this subsection (d) to contribute are several in proporton to
their respective purchase obligations and not joint.
(e) The obligations of the Company under this Section shall be in addition to any liabilty which the Company may otherwise
have and shall extend, upon the same terms and conditions, to each person, if any, who controls any Underwter within the meaning of the
Securties Act or the Exchange Act; and the obligations of the Underwters under this Section shall be in addition to any liabilty which the
respective Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls the
Company within the meaning of the Securties Act or the Exchange Act.
8. Default of Underwriters. If any Underwter or Underwriters defaults in its or their obligations to purchase the 20( J Bonds hereunder
and the aggregate principal amount of the 20( J Bonds that such defaulting Underwriter or Underwriters agreed but failed to purchase does not
exceed 10% of the total principal amount of the 20( J Bonds the non-defaulting Underwters may make arrangements satisfactory to the Company
for the purchase of such 20( J Bonds by other persons, including themselves, but if no such arrangements are made by the Closing Date, the non-
defaulting Underwters shall be obligated severally, in proporton to their respective commitments hereunder, to purchase the Offered Securties
that such defaulting Underwriter or Underwriters agreed but failed to purchase. If any Underwter or Underwters so defaults and the aggregate
principal amount of the 20( J Bonds with respect to which such default or defaults occur exceeds 10% of the total principal amount of the 20( J
Bonds and arrangements satisfactory to the non-defaulting Underwriters and the Company for the purchase of such 20( J Bonds by other persons
are not made within 36 hours after such default, this Agreement will terminate without liability on the par of the non-defaulting Underwriters or the
Company, except as provided in Section 9. As used in this Agreement, the term "Underwter" includes any person substituted for a Underwter
under this Section. Nothing herein, including the Company's obligations pursuat to Section 9 hereof, wil relieve a defaulting Underwter from
liabilty to the Company for its default and any nondefaulting Underwriter for damages occasioned by its default.
15
9. Survival o/Certain Representations and Obligations. The respective indenities, agreements, representations, warrnties and other
statements of the Company or its offcers and of the several Underwters set forth in or made pursuant to this Agreement wil remain in full force
and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwter, the Company or any of
their respective representatives, offcers or directors or any controlling person, and wil surive delivery of and payment for the Offered Securities.
If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Offered Securities by the Underwters is not
consumated other than such default by an Underwriter, the Company shall remain responsible for the expenses to be paid or reimbursed by it
pursuant to Section 5 and the respective obligations of the Company and the Underwters pursuant to Section 7 shall remain in effect. If the
purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this
Agreement pursuant to Section 8 or the occurence of any event specified in clause (ii), (v), (vi) or (vii) of Section 6(d), the Company wil reimburse
the Underwters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the
offering of the Offered Securties, provided that the Company shall not be obligated under this Section 9 to reimburse the Underwters for any
expenses (including any reasonable fees and disbursements of counsel) in excess of $200,000.
10. No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering or any other services the
Underwters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherise, between the parties
or any oral representations or assurances previously or subsequently made by the Underwters: (i) no fiduciary or agency relationship between
the Company and any other person, on the one hand, and the Underwters, on the other, exists in connection with the offering of the Offered
Securities; (ii) the Underwriters are not acting as advisors, expert or otherwise, to the Company in connection with the offering of the Offered
Securities and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial,
based on arms-length negotiations; (iany duties and obligations that the Underwters may have to the Company in connection with the offering
of the Offered Securties shall be limited to those duties and obligations specifically stated herein; and (iv) the Underwters and their respective
affliates may have interests that differ from those of the Company. Any review by the Underwriters of the Company, the transactions
contemplated hereby or other matters related to such transactions wil be performed solely for the benefit of the Underwters and not on behalf of
the Company. The Company hereby waives any claims that the Company may have against the Underwters with respect to any breach of
fiduciary duty in connection with this offerig.
11. Patriot Act. In accordance with the requirements ofthe USA Patrot Act (Title II of Pub. L. 107-56 (signed into law October 26,
2001)), the Underwters are required to obtain, verify and record information that identifies their respective clients, including the Company, which
information may include the name and address of their respective clients, as well as other information that wil allow the Underwters to properly
identify their respective clients.
l2. Notices. All communications hereunder wil be in wrting and, if sent to the Underwters, will be mailed, delivered or faxed and
confirmed to each of (i) ( ),Facsimile number: ( ), Attntion: ( ), (ii) ( ), Facsimile number: ( ), Attention: (J, (iii) (J, Facsimile number (J, Attention: (J,
and (iv) (J, Facsimile number (J, Attention: (J, or, if sent to the Company, wil be mailed, delivered or telegraphed and confirmed to it at PacifiCorp,
825 NE Multnomah, 18th Floor, Portland, OR 97232, Attention: Legal Departent; provided, however, that any notice to a partcular Underwter
pursuant to Section 7 wil be mailed, delivered or faxed and confirmed to such Underwriter.
16
12. Successors. This Agreement wil inure to the benefit of and be binding upon the partes hereto and their respective successors and
the controllng persons referred to in Section 7, and no other person wil have any right or obligation hereunder.
13. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but
all such counterparts shall together constitute one and the same Agreement.
14. Applicable Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York
without regard to principles of conflcts of laws.
The Company hereby submits to the exclusive jurisdiction of the Federal and state cours in the Borough of Manhattan in The City of
New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.
(Signaturesfollowl
17
If the foregoing is in accordance with the Underters' understanding of our agreement, kindly sign and return to us one of the
counterparts hereof, whereupon it wil become a binding agreement between the Company and the several Underwiters in accordace with its
ters.
Very trly yours,
PacifiCorp
By:
Name:
Title:
The foregoing Underwting Agreement
is hereby confirmed and accepted
as of the date first above wrtt.
By:
Name:
Title:
On behalf of themselves and as Representative( s J of the several Underwters
(Underwriting Agreement)
SCHEDULE A
Underwriter
Pricipal Amount of
2011 Bonds
$( ),000,00
SCHEDULE B(i)
Issuer Free Writing Prospectuses
See Schedule B(ii)
SCHDULE B(ii)
Filed pursuant to Rule 433(d)
Registration No. 333-( )Dated ( i
FIAL TERM SHEET
Issuer:PacifiCorp
Ratings*:
Securty Type:First Mortgage Bonds due (
Lega Format:SEC Registered
Prncipal Amount:
Coupon:
Interest Payment Dates:
Trade Date:
. Settlement Date:
Matuty:.
Treasur Beìehm:
US Treasury Spot:
US Trea Yield:
Spread to Treasur:
Re-offer Yield:
Price to Public (Issue Price):
Optional Redemption:
Denominations:$2,000 and any integrl multiples of $ 1,000 in excess thereof.
(Joint) Bookrnners:
(Co- )Managers:
CUSIP I ISIN:
* Note: A securties rating is not a recommendation to buy, sell or hold securties and may be subject to revision or withdrawal at any time.
The issuer has fied a registration statement (including a prospectus) with the U.S. Securties and Exchange Commission (SEC) for the offering to
which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the
issuer has fied with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting
EDGAR on the SEC Web site at ww.sec.gov. Alternatively, the issuer, any underwter or any dealer partcipating in the offering will arnge to
send you the prospectu if you request it by callng ( ) at ( ).
EXHIT A
Form of Opinion of(), General Counsel of the Company
1. To my knowledge and except for the matters disclosed in the Disclosure Package, there is no legal or goverental action, suit or
proceeding before any cour, governmental agency, body or authority, domestic or foreign, now pending or threatened against or involving the
Company or any subsidiary of the Company that, if determined adversely to the Company and its subsidiaries, taken as a whole, is reasonably
likely to have, individually or in the aggregate, a material adverse effect on the business, affairs, propert or financial condition of the Company
and its subsidiaries taken as a whole or a material advere effect on the abilty of the Company to perform its obligations under the Underwting
Agreement, the Mortgage or the Bonds.
2. The execution, delivery and performance of the Underting Agrement and the Mortgage and the issuance and sale of the Bonds and
the use of proceeds of the Bonds as designated in the Prospectus do not and wil not (A) conflct with the Artcles ofIncorporation or By-laws of
the Company, (B) to my knowledge, conflct with, result in the creation or imposition of any lien, charge or other encumbrance, other than the
Mortgage, upon any asset of the Company pursuant to the terms of, or constitute a breach of, or default under, any agreement, indentue or other
instrent to which the Company is a part, or by which the Company is bound or to which any of its propertes are subject or (C) to my
knowledge, result in a violation of any statute, rule or regulation, or any order, judgment or decree known to me of any court or govermental
agency, body or authority having jurisdiction over the Company or any of its properties, where any such conflict, encumbrance, breach, default or
violation under clause (B) or (C) is reasonably likely to have, individually or in the aggregate, a material adverse effect on the business, affairs,
propert or financial condition ofthe Company and its subsidiaries taken as a whole.
3. To my knowledge, except for such consents, approvals, authorizations, registrations or qualifications as may be required under the
Securties Act, the Trust Indentue Act or state securities or blue sky laws or as may be required by applicable state public utility commissions and
under the Federal Power Act, no consent, authorization or order of, or filing or registrtion by the Company with, any cour, governmental agency
or third part is required in connection with the execution, delivery and performance by the Company of the Underwting Agreement and the
Mortgage, the consummation of the transactions contemplated herein and therein, and the issuance, distrbution and sale of the Bonds as
contemplated therein, in each case where the effect ofthe failure to obtain such approval, authorization, consent or order, or make such filing, is
materal to the Company.
4. The Company has good and sufficient title to the Properties subject to the Mortgage, which include substatially all of the permanent
physical properties and franchises of the Company (other than those expressly excepted), subject only to Excepted Encumbrances and defects and
irregularties customarily found in properies of like size and character that, in my opinion, do not materially impair the use of the propert affected
thereby in the operation of the business of the Company; the descriptions in the Mortgage of such of the Properties as are described therein are
adequate to constitute the Mortgage as a lien thereon; the Mortgage constitutes a valid lien on the Properties and, to the best of my knowledge,
there is no lien on the Properties prior or equal to the lien ofthe Mortgage, other than the exceptions enumerated above in this paragraph 4.
EXHITB
Form of Opinion of (), special counsel to the Company
1. The Company has been duly incorporated and is validly existing under the laws of Oregon as a corporation, with the corporate power and
authority to own its properties and conduct its business as described-in the Preliminary Prospectus, as supplemented by the Free Writing
Prospectus, attched as Schedule B(i) to the Underwriting Agreement, and the Prospectus.
2. The Company is duly qualified to do business as a foreign corporation and is in good standing in each jursdiction where the ownership or
leasing of its properties or the conduct of its business requires such qualification, except where the failure to be so qualified and in good standing
would not, individually or in the aggregate, have a Material Adverse Effect.
3. The Company has all requisite corporate power and authority to enter into the Underting Agreement and the Supplemental Indentue,
to issue the Bonds and to consummate the trnsactions contemplated by the Underwriting Agreement.
4. Each of the Underwting Agreement and the Mortgage has been duly and validly authorized; executed and delivered by the Company.
5. The Mortgage constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its
terms.
6. The Mortgage has been duly qualified under the Trust Indentue Act of 1939, as amended (the "Trust Indentue Act").
7. The Bonds are in the form contemplated by the Mortgage, have been duly authorized by the Company for issuance and sale pursuant to
the Underwiting Agreement and the Mortgage, have been duly executed and, when authenticated by the Trustee in the manner provided in the
Mortgage and delivered against payment of the purchase price therefore pursuant to the Underwting Agreement, wil constitute valid and
binding obligations of the Company, enforceable against the Company in accordance their terms, and entitled to the benefits of the Mortgage.
8. The statements in the Prospectus under the captions "Description of the Bonds" and "Description of Additional Bonds" insofar as they
purport to summarize the provisions of the Mortgageand the Bonds, fairly summarize such provisions in all material respects.
9. No approval, authorization, consent or order of, or fiing with any governental or regulatory body or agency is required in connection
with the issuance and sale of the Bonds by the Company, the consummation by the Company of the transactions contemplated by the
Underwting Agreement, the due authorization, execution or delivery of the Underwting Agreement or the due execution, delivery or performance
of the Mortgage by the Company, in each case where the effect of the failure to obtain such approval, authorization, consent or order, or to make
such filing, could reasonably be expected tohave a Material Adverse Effect and except (a) the registration of the Bonds with the CommiSsion
under the Securities Act pursuant to the Registration Statement and (b) such as have been obtained or made.
10. The Idao Public Utilities Commission and the Public Utility Commssion of Oregon have entered appropriate orders, which to our
knowledge remain in full force and effect on the date of this letter, each authorizing the issuance of the Bonds by the Company; the Company has
fied a notice with the Washington Utilties and Transportation Commission regarding the issuance and sale of the Bonds that complies with the
filing requirements ofRCW 80.08.040 and WAC 480-100-242; the Company has fied a notice of proposed securties issuance with the Idaho Public
Utilities Commission regarding the issuance and sale of the Bonds puruant to Order No. ( ); and, together with certin exemptive orders that
have been issued by each of the Public Utilities Commission of the State of California, the Public Serce Commission of Utah and the Public
Service Commission of Wyoming (which to our knowledge remain in full force and effect on the date of this letter), such orders and notices
constitute the only approval, authorization, consent or other order of, or notification to, any governmental body legally required in connection
with the regulation of the Company as a public utility for the authoriation of the issuance of the Bonds by the Company pursuant to the terms of
the Underwting Agreement.
11. The Registration Statement was declared imediately effective under the Secuties Act on ( ); the Prospectus was fied with the
Commission puruat to Rule 424(b) on () in a manner and within the time period required by Rule 424(b) under the Securties Act; and,
based solely on a telephone conversation with representatives of the Commission, as of the date hereof, no stop order suspending the
effectiveness of the Registration Statements has been issued under the Securities Act and, to our knowledge, no proceedings for that purpose
have been initiated by the Commission.
12. The Registrtion Statement, as of its effective date, and the Preliminary Prospectus, as of its date, including in each case the information
deemed to be a par thereof pursuant to Rule 430B under the Securties Act, and the Prospectus, as of its date, complied as to form in all material
respects with the applicable requirements of the Securties Act and the rules thereunder; it being understood, however, that we express no view
with respect to the financial statements, schedules, other financial data, or exhibits included or incorporated by reference in, or omitted from, the
Registrtion Statements, the Preliminary Prospectus or the Prospectus or Regulation S- T.
EXlBIT4.2
EXCEPT AS OTHRWISE PROVIDED IN SECTION 2.16 OF THE MORTGAGE HEREINAFR REFERRD TO, TIS BOND MAY BE
TRSFERRD, IN WHOLE BUT NOT IN PART, ONLY TO TH DEPOSITORY, ANOTHR NOMIE OF TH DEPOSITORY OR TO A
SUCCESSOR DEPOSITORY OR TO A NOMINE OF SUCH SUCCESSOR DEPOSITORY.
THIS BOND IS A GLOBAL SECURTY WITHI THE MEANING OF THE MORTGAGE HEREINAFTER REFERRD TO AND is REGISTERED IN
THE NAM OF A DEPOSITORY OR A NOMIE OF A DEPOSITORY. TIS BOND is EXCHAGEABLE FOR BONDS REGISTERED IN TH
NAM OF A PERSON OTHER THAN TH DEPOSITORY OR ITS NOMIE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIED IN TH
MORTGAGE, AND NO TRNSFER OF THIS BOND (OTHR THA A TRASFER OF THIS BOND AS A WHOLE BY TH DEPOSITORY TO A
NOMINE OF THE DEPOSITORY OR BY A NOMINE OF THE DEPOSITORY TO TH DEPOSITORY OR ANOTHER NOMINE OF THE
DEPOSITORY) MAY BE REGISTERED EXCEPT IN LIMITD CIRCUMSTANCES.
UNESS THIS BOND is PRESENTD BY AN AUTORIZED REPRESENTATIV OF TH DEPOSITORY TRUST COMPAN (55 WATER
STRET, NEW YORK) TO THE ISSUER OR ITS AGENT FOR REGISTRTION OF TRSFER, EXCHANGE OR PAYMNT, AN ANY BOND
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER ENTITY AS REQUESTED BY AN AUTHORIZED REPRESENTATIV
OF TH DEPOSITORY TRUST COMPANY AND AN PAYMNT HEREON IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY, ANY
TRASFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHRWISE BY A PERSON is WRONGFU INASMUCH AS TH
REGISTERED OWNR HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
PACIFCORP
% Series Due
(A Series of First Mortgage Bonds)
No.
Date:
US$
Cusip:
P ACIFICORP, an Oregon corporation (the ".Company"), for value received, hereby promises to pay to CEDE & CO. or registered assigns,
on , at the offce or agency of the Company in the Borough of Manhattan, The City of New York, the sum of Dollars, in
such coin or curency of the United States of America as at the time of payment is legal tender for public and private debts, and to pay interest
thereon from the (Date) or (Date) next preceding the date hereof, or if no interest has been paid on the bonds of this series, from (Date), at the rate
of per centu ( %) per annum, in like coin or curency at such offce or agency on (Date) and (Date) in each year (each, an
"Interest Payment Date"), commencing on (Date), until the principal of this bond shall have been paid or duly provided for; provided that the
interest so payable on any Interest Payment Date wil, subject to certain exceptions set out in the Supplemental Indentue (hereinaftr
mentioned), be paid to the person in whose name this bond (or any bond previously Outstanding in transfer or exchange for which this bond was
issued) is registered on the Record Date next preceding such Interest Payment Date; provided, however, that interest payable upon maturity or
earlier redemption will be payable to the person to whom principal is payable. So long as this bond remains in bòok-entr only form, the Record
Date for each Interest Payment Date wil be the close of business on the Business Day before the applicable Interest Payment Date, and, if this
bond is not in book-entr only form, the Record Date for each Interest Payment Date wil be the close of business on the calendar day of the
month of the Interest Payment Date (whether or not a Business Day).
"Business Day" means, for puroses of the preceding two paragrphs, a day other than (i) a Satuday or a Sunday, or (ii) a day on which
banking institutions in The City of New York are authorized or obligated by law or executive order to remain closed.
The amount of interest payable wil be computed on the basis of a 360-day year consisting of twelve 30-dy months. If any Interest
Payment Date is not a Business Day, then payment of the interest payable on that date wil be made on the next succeeding day which is a
Business Day (and without any additional interest or other payment in respect of any delay), with the same force and effect as if made on such
date.
1. This bond is one of an issue of bonds of the Company issuable in series and is one of a series known as its First Mortgage
Bonds, % Series Due to be issued under and equally secured by a Mortgage and Deed of Trust (herein, together with any indentue
supplemental thereto, including the Supplemental Indentue dated as of , the "Mortgage"), dated as of January 9, 1989 executed by the
Company to Morgan Guaranty Trust Company of New York, as trstee (The Bank of New York Mellon Trust Company, N.A., as
successor). Reference is made to the Mortgage for a description of the propert mortgaged, and pledged, the natue and extent of the security, the
rights of the holders of the bonds and of the Trustee in respect thereof, the duties and immunities of the Trustee and the terms and conditions
upon which the bonds are, and are to be, secured, the circumstances under which additional bonds may be issued and the definitions of certain
terms hereinafter used.
With the consent of the Company and to the extent permitted by and in the maner provided in the Mortgage, the rights and obligations
of the Company and/or the rights of the holders of the bonds and/or coupons and/or the terms and provisions of the Mortgage may be modified or
altered by affrmative vote of the holder of at least sixty per centu (60%) in principal amount of bonds then Outstanding under the Mortgage, all
voting as a single class or, if the rights of the holders of one or more, but less than all, series of bonds then Outstanding are to be adversely
affected, then by affirmative vote of the holders of at least sixty per centu (60%) principal amount of those bonds then Outstanding so to be
adversely affected, all voting as a single class (excluding in any case bonds disqualified from voting by reason of the Company's interest therein
as provided in the Mortgage); provided that no such modification or alteration shall, without the consent of the holder hereof, impair or affect the
right of the holder to receive payment of the principal of (and premium, if any) and interest on this bond, on or after the respective due dates
expressed herein, or to institute suit for the enforcement of any such payment on or after such respective dates, or permit the creation of and lien
ranking equal or prior to the Lien of the Mortgage or deprive the bolder of the benefit of a lien on the Mortgaged and Pledged Propert or reduce
the percentage vote required to effect such modifications or alterations.
2
The Company has reserved the right, without any consent or other action by holders of bonds of the Ninth Series known as First
Mortgage and Collateral Trust Bonds, Secured Medium-Term Notes, Series F, or any other series of bonds subsequently created under the
Mortgage (including the bonds of this series), to amend the Mortgage in order to except from the Lien of the Mortgage allowances allocated to
steam-electrc generating plants owned by the Company, or in which the Company, or in which the Company has interests, pursuant to Title iv of
the Clean Air Act Amendments of 1990 as now in effect or as hereafter supplemented or amended.
2. The principal hereof may be declared or may become due prior to the matuty date hereinbefore named on the conditions, in the
manner and at the time set forth in the Mortgage, upon the occurrence of a Default as in the Mortgage provided.
3. The bonds of this series are redeemable, in whole or in par, at any time and at the Company's option, at a redemption price equal
to (A) the greater of: (i) one hundred per centu (100%) of the principal amount of bonds of this series then Outstanding to be redeemed, or (ii) the
sum of the present values ofthe remaining scheduled payments of principal and interest thereon (not including any porton of such payments of
interest accrued as of the Redemption Date) discounted to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Adjusted Treasury Rate, plus basis points, as calculated by an Independent Investment Banker; plus (B) accrued
and unpaid interest thereon to the date on which such bonds are to be redeemed (the "Redemption Date"). Unless the Company defaults in
payment of the redemption price, on and after the Redemption Date interest will cease to accrue on the bonds of this series or portions thereof
called for redemption.
For puroses of this Section 3:
"Adjusted Treasury Rate" means, with respect to any Redemption Date: (A) the yield, under the heading which represents the average
for the imediately preceding week, appearing in the most recently published statistical release designated "H.15(5l9)" or any successor
publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded
United States Treasury securities adjusted to constant maturity under the caption "Treasury Constant Maturities," for the matuity corresponding
to the Comparable Treasur Issue (if of no matuty is within three months before or after the Remaining Life, yields for the two published
matuties most closely corresponding to the Comparable Treasury Issue wil be determined and the Adjusted Treasur Rate wil be interpolated or
extrapolated from such yields on a straight line basis, rounding to the nearest month); or (B) if such release (or any successor release) is not
published during the week preceding the calculation date or does not contain such yields, the rate per annum equal to the semi-annual equivalent
yield to matuty of the Comparable Treasury Issue, calculated using a price for the Comparable Treasur Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasur Price for such Redemption Date. The Adjusted Treasury Rate will be calculated on the third
Business Day preceding the Redemption Date.
3
"Business Day" means a day other than (i) a Saturday or a Sunday, or (ii) a day on which banking institutions in The State of New York
are authoried or obligated by law or executive order to remain closed.
"Comparable Treasury Issue" means the United States Treasury security selected by an Independent Investment Banker as having a
maturity comparable to the remaining term ofthe bonds of this series to be redeemed that would be used, at the time of selection and in accordance
with customary financial practice, in pricing new issues of corporate debt securties of comparable maturity to the remaining term of such bonds
(the "Remaining Lüe").
"Comparable Treasury Price" means (1) the average of four Reference Treasury Dealer Quotations for such Redemption Date, aft
excluding the highest and lowest Reference Treasur Dealer Quotations, or (2) if the Independent Investment Banker obtains fewer than four such
Reference Treasur Dealer Quotations, the average of all such quotations.
"Independent Investment Banker" means one of the Reference Treasury Dealers, appointed by the Company and its successors, or if that
firm is unwiling or unable to serve as such, an independent investment and banking institution of national standing appointed by the Company.
"Reference Treasury Dealer" means: (A) each of and and their respective successors;
provided that, if one of these pares ceases to be a priary U.S. Goverent securties dealer in New York City (Priar Treasur Dealer), the
Company wil substitute another Prmar Treasur Dealer; and (B) any other Prar Treasur Dealers selected by the Company.
"Reference Treasury Dealer Quotations" means, with respect to each Reference Treasur Dealer and any Redemption Date, the average,
as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasur Issue (expressed in each case as a
percentage of its principal amount) quoted in wrting to the Independent Investment Banker at 5:00 p.m., New York City time, on the third Business
Day preceding such Redemption Date.
The Company shall give the Trustee notice of such redemption price immediately after the calculation thereof, and the Trustee shall have
no responsibilty for such calculation.
4. This bond is transferable as prescribed in the Mortgage by the registered owner hereof in person, or by his, her or its duly
authorized attorney, at the offce or agency ofthe Company in the Borough of Manhattan, The City of New York, upon surender and cancellation
of this bond, together with a wrtten instrent of transfer, if required by the Company, duly executed by the registered owner or by his, her or its
duly authorized attorney, and, thereupon, a new fully registered bond of the same series for a like principal amount wil be issued to the trnsferee
in exchange herefor as provided in the Mortgage. Subject to the foregoing provisions as to the person entitled to receive payment of interest
hereon, the Company and the Trustee may deem and treat the person in whose name this bond is registered as the holder and the absolute owner
hereof for the purpose of receiving payment and for all other purposes, and neither the Company nor the Trustee shall be affected by any notice to
the contrary.
4
5. In the manner prescribed in the Mortgage, any bonds of this series, upon surrender thereof for cancellation at the office or
agency of the Company in the Borough of Manhatt, The City of New York, are exchangeable for a like aggregate principal amount of fully
registered bonds of the same series of other authorized denominations.
6. As provided in the Mortgage, the Company shall not be required to make transfers or exchanges of bonds of any series for a
period of fifteen (15) days next preceding any designation of bonds of such series to be redeemed, and the Company shall not be required to make
trnsfers or exchanges of any bonds designated in whole or in part for redemption.
7. No recourse shall be had for the payment of the principal of, premium, ifany, or interest on this bond against any incorporator or
any past, present or future subscriber to the capital stock, shareholder, offcer or director of the Company or of any predecessor or successor
corporation, as such, either directly or through the Company or any predecessor or successor corporation, under any rule of law, statute or
constitution or by the enforcement of any assessment or otherwise, all such liabilty of incorporators, subscribers, shareholders, offcers and
directors being released by the holder or owner hereof by the acceptance ()fthis bond and being likewise waived and released by the terms of the
Mortgage.
This bond shall not become obligatory unti The Bank of New York Mellon Trust Company, N.A., a national banking association, the
Trustee under the Mortgage, or its successor thereunder, shall have signed the form of authentication certificate endorsed hereon.
(SIGNATU PAGE FOLLOWS)
5
IN WITNESS WHREOF, PacifiCorp has caused this bond to be signed in its corporate name by its Chairman of the Board, President and
Chief Executive Officer, or one of its Vice Presidents, by his or her signatue or a facsimile thereof, and its corporate seal to be impressed or
imprinted hereon and attested by its Secretary, or one of its Assistant Secretaries, by his or her signatue or a facsimile thereof.
PACIFCORP
Dated:
Name:
Title
(SEAL)
Attest:
Name:
Title:
TRUSTEE'S AUTHNTICATION CERTIFICATE
This bond is one of the bonds of the series herein designated, described or provided for in the within mentioned Mortgage.
THE BANK OF NEW YORK MELLON TRUST COMPAN, N.A.
as Trustee
Authorized Signatory
(Bond)
EXHIT 5.1
December 3, 2010
PacifiCorp
825 N.E. Multnomah Street
Portland, Oregon 97232
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as special counsel to PacifiCorp, an Oregon corporation (the "Company"), in connection with a registration statement on
Form S-3 (333- ) (the "Registration Statement") fied with the Securties and Exchange Commission (the "Commission") pursuant to the
Securities Act of 1933, as amended (the "Securties Act") and the rules and regulations promulgated thereunder (the "Rules"), for the registration
of the sale by the Company of debt securities of the Company in the form of First Mortgage Bonds (the "Securties").
We understand that the Securities will be sold or delivered from time to time as set forth in the Registration Statement, the applicable
prospectus contained therein (the "Prospectus") and supplements to the Prospectus (the "Prospectus Supplements"). The Securities wil be
issued in one or more series pursuant to the Mortgage and Deed of Trust, dated as of January 9, 1989, between the Company and The Bank of
New York Mellon Trut Company, N.A. (the "Trustee"), as successor trstee, as amended and supplemented (the "Mortgage"). The Mortgage is
in the form filed as an exhibit to the Registration Statement.
In our capacity as counsel to the Company we have examined (a) the Registration Statement, (b) the Mortgage and (c) the originals, or
copies identified to our satisfaction, of such corporate records of the Company, certficates of public officials, officers of the Company and other
persons, and such other documents, agreements and instrents as we have deemed necessary as a basis for the opinions expressed below. In
our examination, we have assumed the authenticity of all documents submitted to us as originals, the conformity with the originals of all
documents submitted to us as copies, and the trth, accuracy and completeness of the information, representations and warranties contained in
the Registration Statement and such other documents, agreements and instrments.
For purposes of the opinions expressed below, we also assume that (a) the Registration Statement, and any amendments or supplements
thereto (including any necessary post-effective amendments), shall have become effective under the Securties Act, (b) the Company and the
Trustee shall have complied with the terms and conditions of the Mortgage regarding the creation, authentication and delivery of any
supplemental indentue to the Mortgage, (c) a Prospectus Supplement shall have been prepared and fied with the Corrission describing the
Securities offered thereby, (d) all Securties shall be issued and sold in compliance with applicable federal, state and foreign securties laws and in
the manner stated in the Registration Statement and the appropriate Prospectus Supplement and (e) the Mortgage has been duly authorized,
executed and delivered by the Company and the Trustee.
PacifiCorp
December 3, 2010
Page 2
Based on and subject to the foregoing and the other assumptions, exclusions and qualifications in this letter, we are of the opinion that
when (a) the Securities have been duly authorized, (b) the final terms ofthe Securities have been duly established and approved, and (c) the
Securities have been duly executed by the Company and authenticated by the Trustee in accordance with the Mortgage and delivered to and paid
for by the purchasers thereof as contemplated by the Registration Statement and the appropriate Prospectus Supplement, the Securties wil
constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with the terms thereof and wil be
entitled to the benefits ofthe Mortgage.
The opinions expressed above are subject to the following exclusions and qualifications:
a. Our opinions are as of the date hereof and we have no responsibility to update this opinion for events and
circumstances occurng after the date hereof or as to facts relating to prior events that are subsequently brought to our attention. We disavow
any undertaking to advise you of any changes in law.
b. We express no opinion as to enforceabilty of any right or obligation to the extent such right or obligation is subject to
and limited by (i) the effect of bankrptcy, insolvency, reorganization, receivership, conservatorship, arrngement, moratorium, fraudulent transfer
or other laws affecting or relating to the rights of creditors generally or (ii) rules governing the availability of specific pedormance, injunctive relief
or other equitable remedies and general principles of equity, regardless of whether arising prior to, or after, the date hereof or considered in a
proceeding in equity or at law.
c. We do not express any opinions herein concerning any laws other than the laws in their curent forms of the State of
Oregon, the State of New York and the federal laws of the United States of America, and we express no opinion with respect to the laws of any
other jursdiction.
We consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to our firm in the Prospectus
under the caption "Legal Matters." In giving this consent, we do not hereby admit that we are in the category of persons whose consent is
required under Section 7 of the Securities Act or related Rules nor do we admit that we are experts with respect to any part ofthe Registration
Statement within the meaning of the term "expert" as used in the Securties Act or related Rules.
Very trly yours,
LSI PERKS com LLP
PERKS com LLP
EXlIT 12.1
PACIFICORP
STATEMENTS OF COMPUTATION OF RATIO
OF EARINGS TO FIXED CHARGES
(DOLLARS IN MILLIONS)
Nine-Month
Period Ended
December 31,
2006
Year Ended
March 31,
2006
Nine-Month
Period Ended
September 30,
2010
Years Ended December 31,
2009 2008 2007
Add:
Fixed charges
Deduct:
398 349 322
$903 $1,174 $1,045 $98l $468 $850
$29l $394 $343 $314 $215 $280
Estimated interest porton of rentals
charged to expense 3 4 8 6 10
Total fixed charges $294 $398 $$322 $221 $290
Ratio of Earings to Fixed Charges 2.9x 3.0x 2.1x .2.9x
EXIIT 15.1
AWARNESS LETTER OF INDEPENDENT REGISTERED PUBUC ACCOUNG FI
PacifiCorp
Portland, Oregon
We have reviewed, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the unaudited
consolidated interim financial information ofPacifiCorp and subsidiares for the three-month periods ended March 31, 2010 and 2009, and have
issued our report dated May 7, 2010, for the three-month and six-month periods ended June 30, 2010 and 2009, and have issued our report dated
August 6, 2010, and for the three-month and nine-month periods ended September 30, 2010 and 2009, and have issued our report dated
November 5, 2010. As indicated in such report, because we did not pedorm an audit, we expressed no opinion on that information.
Weare aware that our reports referred to above, which were included in your Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2010, June 30, 2010, and September 30, 2010, are incorporated by referce in this Registrtion Statement.
We also are aware that the aforementioned reports, pursuant to Rule 436(c) under the Securties Act of 1933, are not considered a part of
the Registration Statement prepared or certified by an accountant or a report prepared or cerfied by an accountat within the meaning of
Sections 7 and 11 of that Act.
lsi Deloitte & Touche LLP
Portland, Oregon
December 3, 2010
EXHBIT 23.1
CONSENT OF INEPENDENT REGISTERED PUBLIC ACCOUNING FIR
We consent to incorporation by reference in this Registration Statement on Form S-3 of our report dated March 1,2010, relating to the
consolidated financial statements ofPacifiCorp and subsidiaries appearing in the Annual Report on Form 10-K ofPacifiCorp for the year ended
December 31, 2009, and to the reference to us under the heading "Experts" in the Prospectus, which is part of this Registration Statement.
lsi Deloitte & Touche LLP
Portland, Oregon
December 3, 2010
UND STATES
SECURS AN EXCHANGE COMMSSION
Washington, D.C. 20549
FORMT-l
STATEMENT OF ELIGffILIT
UNER TH TRUST INENT ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERM
ELIGffILIT OF A TRUSTEE PURSUAN TO
SECTION 305(b)(2) LI
TH BAN OF NEW YORK MELLON
TRUST COMPAN, N.A.
(Exact name of trstee as specified in its charter)
(Jursdiction of incorporation
if not a U.S. national bank)
700 South Flower Stret
Suite 500
Los Angeles, California
(Address of principal executive offces)
PACIFICORP
(Exact name of obligor as specified in its charer)
Oregon
(State or other jursdiction of
incorporation or organization)
825 NE Multnomah Stret
Portland, Oregon
(Address of principal executive offces)
First Mortgage Bonds
(Title of the indentue securties)
EXlBIT 25.1
95-357558
(I.R.S. employer
identification no.)
90017
(Zip code)
93-0246090
(l.R.S. employer
identification no.)
97232
(Zip code)
= = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = ==
1. General information. Furnish the following information as to the trustee:
(a) Name and address of each examining or supervsing authority to which it is subject.
. - - - - - - - - - - - -~;~; -- - - - - --- - - - - - - - - - - - -. - - - - - - - - - - - - - - - - - - - - - ---- - - - - - - - - - -- - - - - - - - -i\d-¿r~~~- -- - - - - - - - - - - - --- - - ---- - - ---- - - - - - - - - --
.- - - - - --(5~~ptr~ñ~~-;fU;;ë~e~ey - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -- - - - - - - - - - - -VV~šhiñgto~,-i)e: iõïi-9 - - - - - - - - ---- - - - --- - - - --- - - - - - -- - --
United States Departent ofthe Treasur
Federal Reserve Bank San Francisco, CA 94105
Federal Deposit Insurance Corporation Washington, DC 20429
(b) Whether it is authoried to exercise corporate trst powers.
Yes.
2. Affilations with Obligor.
If the obligor is an afilate of the trustee, describe each such affation.
None.
16. List of Exhibits.
Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto,
pursuant to Rule 7a-29 under the Trust Indentnre Act of 1939 (the "Act") and 17 C.F.R. 229.10(d).
1. A copy of the artcles of association of The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of
New York Trust Company, N.A. (Exhibit i to Form T-l filed with Registrtion Statement No. 333-121948 and Exhibit 1 to Form T-l
filed with Registration Statement No. 333-152875).
2. . A copy of certificate of authority of the trstee to commence business. (Exhibit 2 to Form T -1 fied with Registrtion Statement
No. 333-l2l948).
3. A copy of the authorization of the trstee to exercise corporate trst powers (Exhibit 3 to Form T-l fied with Registration
Statement No. 333-l52875).
2
4. A copy of the existing by-laws of the trstee (Exhibit 4 to Form T -1 fied with Registrtion Statement No. 333-162713).
6. The consent of the trstee required by Section 321 (b) of the Act (Exhibit 6 to Form T -1 fied with Registrtion Statement No. 333-152875). .
7. A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or
examining authority.
3
SIGNATUR
Puruant to therequirements of the Act, the trstee, The Bank of New York Mellon Trust Company, N.A., a banking association
organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by
the undersigned, thereunto duly authorized, all in the City of Los Angeles, and State of California, on the 24th day of November, 2010.
TH BAN OF NEW YORK MELLON
TRUST COMPAN, N.A.
By: LSI ALEX BRlFETT
Name: JOHN A. (ALEX) BRlFETT
Title: SENIOR ASSOCIATE
4
EXHIT 7
Consolidated Report of Condition of
TH BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
of 700 South Flower Street, Suite 200, Los Angeles, CA 90017
At the close of business September 30, 2010, published in accordance with Federal regulatory authority instrctions.
Dollar Amounts
in Thousands
ASSETS
Cash and balances due from
deposito institutions:
Interest-bearng balances
Secties: ..
Held-to-matuty securties
Available-for-sale securties
Federal fuds sold and securties
7
703,294
ell:
Securities purchased under agreements to resell
Loans and lease finàncing receivables:
Loans and leases held for sale
76,500
o
o
LESS: Allowance for loan and
lease losses o
Other real estate owned o
Direct and indirect investments in real estate ventues
Intangible assets:.
Goodwill
Other intangible assèts
Other assets
Total assets
856,313
223,370
l56,663
$2,027,521
LIAILITES
Deposits:
In domestic offces
Noninterest-bearing
Interest-bearing
Not a licable
$500
500
o
Federal fuds purchased
Securities sold under agreements to repurchase
Trading liabilities
Other borrówed money:
(includes mortgage indebtedness
and obligations under capitalized
leases)
Not applicable
Not applicable
Subordinated notes and debentures.
Other liabilties
Total liabilties
Not applicable
o
o
o
268,691
o
220,845
490,036
stock andrelated surplus o
1,00
1,l2l,520Surlus (exclude all surlus related to preferred stock)
Not available
Retained earnings
Accumulated other comprehensive income
Other equity capital components
Not available
Total bank equity capital
Noncontrolling (minority) interests in consolidated subsidiaries
Total equity capital
ToW liabilities and equity capital
412,405
2,560
o
1,537,485
o
1,537,485
$2,027,521
I, Karen Bayz, Managing Director of the above-named bank do hereby declare that the Reports of Condition and Income (including the
supporting schedules) for this report date have been prepared in conformance with the instrctions issued by the appropriate Federal regulatory
authority and are tre to the best of my knowledge and belief.
Karen Bayz Managing Director
We, the undersigned directors (trstees), attest to the correctness of the Report of Condition (including the supportng schedules) for
this report date and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with
the instrctions issued by the appropriate Federal regulatory authority and is tre and correct.
Troy Kilpatrck, President
Fra P. Sulzberger, MD
Wiliam D. Lindelof, MD
)
)
)
Directors (Trustees)
2