20130626Report of First Mortgage.pdf

ROCKY MOUNTAIN
nslYEJt^"
Iune26,2013
VIA OVERNIGHT DELIWRY
Idaho Public Utilities Commission
472 W est Washington Street
Boise,Idaho 83702
Attn: Ms. Jean Jewell
Commission Secretary
201 South Main,Suite 2300
Salt Lake City, Uah 84lll
f,i1 i, !r?
Re: Case No. PAC-E-10-02 Order No.31018
Report of First Mortgage Bond Offering in
Aggregate Principal Amount of $300,000,000
Dear Commissioners:
Pursuant to the referenced Order, PacifiCorp submits to the Commission an original and seven (7)
copies of the following documents relating to PacifiCorp's June 3,2013 offering of $300,000,000
aggregate principal amount of First Mortgage Bonds, (the "Bonds"):
1. Prospectus Supplement dated June 3, 2013.
2. Underwriting Agreement between PacifiCorp and RBS Securities, Inc., Scotia Capital
(USA) Inc. and Wells Fargo Securities, LLC dated June 3, 2013.
3. Report of Securities Issued.
With regard to the use of the proceeds from the issuance of the Bonds, please see o'LJse of
Proceeds" on page S-8 of the enclosed Prospectus Supplement.
Under penalty of perjury, I declare that I know the contents of the enclosed documents, and they
are true, correct, and complete.
Please contact me if you have any questions about this letter or the enclosed documents.
Sincerely,
{'\il;--- il LJ-IL-*
Bruce N. Williams
Vice President and Treasurer
Enclosures
CC: Teni Carlock (Idaho Commission)
Ted Weston (PacifiCorp)
Prospectus Supplement
June 3, 2013
pRoSpECTUS SUPPLEMENT TO PROSPECTUS DATED DECEMBER 3, 2010
V'PncrFrCoRP
\ A MIDAmERTCAN ENERGY HOLDTNGS COMPANY
$300,000,000 First Mortgage Bonds
2.957o Series Due 2023
The bonds will bear interest at 2.95Vo per year and will mature on June L,2023. We will pay
interest on the bonds on June 1 and December 1 of each year, beginning on December 1.,2013.
We may redeem some or all of the bonds at any time at the applicable redemption price discussed
under the caption "Description of the Bonds-Optional Redemption."
We will not apply for listing of the bonds on any securities exchange or include them in any
automated dealer quotation system. Currently, there is no public market for the bonds.
Investing in the bonds involves risks. See "Risk Factors" on page S-7 for
information on certain matters you should consider before purchasing the bonds.
Public Offeri Price(1)$299,100,000
$1,350,000
Proceeds to Pacifi $297,750,000
(1) Plus accrued interest, if any, from June 6, 2013.
The underwriters expect to deliver the bonds to purchasers through The Depository Tiust
Company on or about June 6, 2013.
Neither the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or determined if this prospectus supplement or the
accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal
offense.
foint Book-Running Managers
Scotiabank Wells Fargo SecuritiesRBS
Barclays
Mitsubishi UFJ Securities
Co-Managers
CIBC
RBC Capital Markets
KeyBanc Capital Markets
US Bancorp
The date of this prospectus supplement is June 3,2013,
TABLE OF CONTENTS
Prospectus Supplement
About This Prospectus Supplement . .
Prospectus Supplement Summary
About PacifiCorp
TheOffering....
Risk Factors
Summary Consolidated Financial Information
Use of Proceeds
Capitalization. . . .
Consolidated Ratios of Earnings to Fixed Charges
Description of the Bonds
Certain U.S. Federal Income Thx Considerations
Benefit Plan Investor Considerations . .
Underwriting . ...
LegalMatters...
Experts
Prospectus
About This Prospectus . . .
Forward-Looking Statements. . .
TheCompany...
Risk Factors
Consolidated Ratios of Earninp to Fixed Charges
Where You Can Find More Information
Use of Proceeds
Description of Additional Bonds
Book-Entry Issuance ! i . ! . .
Plan of Distribution
LegalMatters...
Experts
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ABOITT TIIIS PROSPECTUS ST]PPLEMEM
This docurnent is in two parts. The first part is the prospectus supplement, which describes the
specific terms of the bonds we are offering and certain other matters relating to us and our financial
condition. The second part, the accompanying prospectus, gives more general information about
securities we may offer from time to time, some of which does not apply to the bonds we are offering.
You should read both this prospectus supplement and the accompanying prospectus, together with the
documents inmrporated by reference and the additional information described in the accompanying
prospectus under the heading "'Where You Can Find More Inforrnation." [f t}re description of the
bonds in the prospectus supplement differs from the description in the acqompanying prospectus, the
description in the prospectus supplement supersedes the description in the accompanying prospectus.
Any statement made in this prospectus supplemen! the accompauying prospectus or in a
document incorporated or deemed to be incorporated by reference in this prospectus supplement will
be deemed to be modified or superseded for purposes of this prospectus supplement to the extent that
a statement contained in this prospectus supplement or in any otler subsequently filed document that
is also incorporated or deemed to be incorporated by reference in this prospectus supplement modifies
or supersedes that statement. Any statement so modified or superseded will not be deemed, except as
so modified or superseded, to constitute a part of this prospectus supplement. The information we have
included in this prospectus supplement and the accompanying prospectus is accurate only as of the date
of this prospectus supplement or the accompanylng prospectus, and any information we have
incorporated by reference is accurate only as of the date of the document incorporated by reference.
You should rely only on the information contained in or incorporated by reference in this
prospectus supplement or the accompanying prospectus. We have not, and the underwriters have not,
authorized anyone to provide you with different information. If anyone provides you with different or
inconsistent information, you should not rely on it. This prospectus supplement and the accompanying
prospectus may only be used where it is legal to sell the bonds. The information in this prospectus
supplement, the arcompanying prospectus and the documents incorporated by reference herein may
only be accurate as of the dates of those respective documents. Our business, financial condition,
results of operations and prospects may have changed since those dates.
s-3
PROSPECTUS SUPPL,EMEI{T SUMMARY
In this prosryclus supplement, unless otherwise indicated or unl.ess the conluct otherwise requires, the
words "Company," "we," "otn;" "us" and, "PacifiCorp" refer to PacifiCorp, an Oregon corporation, and its
subsi.diaries. References to the "Mortgage" are to the Mortgage and Deed of Ti,ttst, dated as of January 9,
1989, as amended and supplemented, wilh The Bank of New York Mellon Tiust Cornpany, N.A. as
successor tn$tee.
The following surnmary contaiw basic information about Pacift.Corp and this offering. It may not
contain all of the informati.on that is important to you. The "Desciption of the Bonds" sectian of this
prospectus supplement contains more detailed information regarding the tenns and conditions of the bonds.
The following summary is qualified in its entireg by reference to the detailed information appearing
elsewhere in this prospectus supplenTent and by the documents incorporated by reference into this prospectus
supplement.
ABOUT PACIFICORP
We are a regulated, vertically integrated electric utility company serving 1.8 million retail
customers, including residential, commercial, industrial, irrigation and other customers in portions of
the states of Utah, Oregon, Wyoming, Washington, Idaho and Califomia. 'We own, or have interests in,
75 thermal, hydroelectric, wind-powered and geothermal generating facilities wilh a net owned capacity
of 10,579 megawatts. We also own, or have interests in, electric transmission and distribution assets,
and transmit electricity through approximately 76,200 miles of transmission lines. We also buy and sell
electricity on the wholesale market with other utilities, energy marketing companies, financial
institutions and other market participants to balance and optimize the economic benefits of electricity
generation, retail loads and existing wholesale transactions. We are subject to comprehensive state and
federal regulation. Our subsidiaries support our electric utility operations by providing coal mining
sewices.
We are an indirect subsidiary of MidAmerican Energy Holdings Company ("MEHC"), a holding
company based in Des Moines, lowa that owns subsidiaries principally engaged in energy businesses.
MEHC is a consolidated subsidiary of Berkshire Hathaway Inc., which owned 89.8Vo of MEHC's voting
common stock as of March 3L,2013.
Our principal executive offices are located at 825 N.E. Multnomah Street, Portland, Oregon 97232
and our telephone number is [phone]. Wc were initialty 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,
external financing arrangements and pending legal and regulatory proceedings, including descriptions of
those laws and regulations to which we are subject prospective purchaseru should refer to the
documents in the section entitled "'Where You Can Find More Information" in the accompanying
prospectus.
Issuer
TIIE OIIFERING
PacifiCorp.
$300,000,000 aggte9ate principal amount of.2.95Vo First
Mortgage Bonds due June 1, ?-023 (the "bonds").
The bonds are a series of securities that will be issued under a
twenty-sixth supplement to the Mortgage.
June l, ?I23.
June 1 and December 1, beginning on December '1.,7-073.
At any time prior to March 1,2023 (which is the date that is
three months prior to the maturity of the bonds), we may
redeem the bonds, at our option, in whole or in part, at any
time, at a redemption price equal to the greater of:
(1) 100Vo of. the principal amount of the bonds then
outstanding to be redeemed; and
(2) the sum of the present values of the remaining scheduled
payments of principal and interest on the bonds to be
redeemed (not including any portion of such payments of
interest accrued as of the redemption date) discounted to
the date of redemption on a semi-annual basis (assuming
a 360-day year consisting of twelve 30-day months) at the
Adjusted Tieasury Rate plus 15 basis points,
plus, for (1) or (2) above, whichever is applicable, accrued and
unpaid interest, if any, on such bonds to the date of
redemption. See "Description of the Bonds-Optional
Redemption."
At any time on or after March 1,2023 (which is the date that
is three months prior to the maturity of the bonds), we may
redeem the bonds, in whole or in part, at a redemption price
equal to 1007o of. the principal amount of the bonds to be
redeemed, plus accrued and unpaid interest therbon, if any, to
the date of redemption.
The bonds will not be subject to a mandatory sinking fund.
The bonds will be secured by a first mortgage lien on certain
utility property owned by us. The bonds will be equally and
ratably secured with all other bonds issued under the
Mortgage. The lien of the Mortgage is subject to certain
exceptions. See "Description of the Bonds-Ranking and
Security."
Bonds Otrered
Maturity Date
lnterest Pa5ment Dates
Optional Redemption
Sinking Fund
Ranking
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Covenants The Mortgage contains a number of covenants by us for the
benefit of the holders of the bonds, including provisions
requiring us to maintain the mortgaged property as an
operating system or systems capable of engaging in all or any
of the generating, transmission, distribution or other utility
businesses described in the Mortgage. See "Description of
Additional Bonds--Certain Covenants" in the accompanying
prospectus.
The bonds are available for purchase in rninimum
denominations of $2,000 and any integral multiple of $1,000 in
excess thereof.
We intend to use the net proceeds from the sale of the bonds
to fund capital expenditures and for general corporate
purposes, which may include paying a portion of the
$350 million dividend payable to PPW Holdings Ll-C, z wholly
owned subsidiary of MEHC and our direct parent company
('PPW Holdings"), on June 26,?fr13. See "(Jse of Proceeds"
in this prospectus supplement.
The Bank of New York Mellon Ti.ust Company, N.A. will be
the trustee for the holders of the bonds. See "Description of
Additional Bonds-The Mortgage Ti.ustee" in the
accompanying prospectus.
Denominations
Use of Proceeds
Tbustee
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RISK FACTORS
Investing in t}te bonds involves risk" Before purchasing the bonds, you should carefully consider the
risk factors included in the accompanying prcspectus, our Annual Report on Form 10-K for the year
ended December 3I, 2012 (the "Form 10-IC') and our Quarterly Report on Form 10-Q for the
quarterly period ended March 31, ?fi73 (the "Form 10-Q"). You should also read and consider the
other information contained in this prospectus supplement the accompanying prospectus and the
documents incorporated by reference herein and therein in order to evaluate an investrnent in the
bonds. See "Where You Can Find More Information" in tlte accompanying prospectus. Additional risks
and uncertainties that are not presently knorrn or tltat are currently deemed immaterial may also
materially harm our business, operating results and financial condition and could result in a loss on
your investment.
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SUMMARY CONSOLIDATED FINANCIAL INFORMATION
We have derived the summary consolidated financial information presented below from our
audited historical Cnnsolidated Financial Statements as of and for the years ended December 31,2012
anJ 2OLl and our unaudited historical Consolidated Financial Statements as of and for the three-month
periods ended March 31, 2AL3 and 2012. This summary consolidated financial information should be
read together with, and is qualified in its entirety by reference to, our Consolidated Financial
Statements and Management's Discussion and Analysis of Financial Condition and Results of
Operations contained in the Form 10-K and the Form 10-Q, incorporated by reference herein.
Three-Month
Periods Endcd
March 31,
Years Ended
I)ecember 31,
Consolidated Statements of Operations Information:
Operating reYenue $1,232
Operating income 297
Net income 160
Other Consolidated f inancial Information:
Net cash flows from operating activities $ 469
Net cash flows from investing activities (253)
Net cash flows from financing activities (163)
mlz mp 20Lt
(in millions)
$1,191 $4,992 $4,596278 1,021, 1,084151 537 555
$ 479 $ \6n $ 1,636
(396) (r,342) (1,s2e)(8s) (2s2) (e1)
As of March 31, As of December 31,
mtl
(in millions)
$2t,701 $21,288 $2L,7?8 $21,1066,565 6,848 6,594 6,1947,653 7,412 7,644 7,312
?,012
Consolidated Balance Sheet Information;
Tbtal assets
Total long-term debt, net of curent maturities(l) . . .
Total shareholders' equity .
(1) Includes capital lease obligations, but excludes current maturitics and short-term debt.
USE OF PROCEEDS
We intend to use the net proceeds from the sale of the bonds to fund capital expenditures and for
general corporate purposes, which may include paying a portion of the $350 million dividend payable to
PPW Holdings on June 26,2013.
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$-
285
6,565
CAPfTALIZATION
The table below shows our capitalization on a consolidated basis as of March 3L, 2013. The 'As
Adjusted" column will reflect our capitalization as of that date after giving effect to this offering of
bonds. You should read this table along with the Consolidated Financial Statements contained in the
Form 10-K and the Form L0-Q (in millions).
As of Marcb 31, 20t3
As Mjusted
Anounts Amounts io
Short-term debt. .
Long-term debt, currently maturing(l) . . . . . . . .
Long-term debt, net of current maturities(l) . . . .
Tbtal short- and long-term debt. .
Preferred stock .
Total common equity
Total capitalization
$--Vo1.9 285 1.945.3 6,865 46.4
6,850 47.2 7,t50 48.34t 0.3 41. 0.37,612 52.5 7,672 57.4
!u{03 100{s14,803 L00.0vo
(L) tncludes capital lease obligations.
CONSOLIDATED RATIOS OF EARNINGS TO FXED CIIARGES
Three.Month
Period trnded
March 31, 2013
3.4x
Years Ended Decrcmber 31,
am8
3.0x
mt2
2.9x
?,011
2.9x
2010
3.0x
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2.9x
DESCRIPTION OF TIIE BONDS
The bonds will be issued pursuant to the twenty-sixth supplemental indenture to the Mortgage, to
be dated as of June '1.,2013 (the "Supplemental Indenture"). The terms of the bonds include those
stated in the Mortgage, the Supplemental Indenture and those made part of the Mortgage by reference
to the Thust Indenture Act of 1939, as amended.
Set forth below is a description of the specific terms of the bonds. The following description is not
complete in every detail and is subject to, and is qualified in its entirety by reference to, the Mortgage
and the Supplemental Indenture. Capitalized terms used in this "Description of the Bonds" section that
are not defined in this prospectus supplement have the meanings given to them in the Mortgage or the
Supplemental Indenture.
General
The bonds will be issued as a series of First Mortgage Bonds under the Mortgage. The bonds will
initially be limited in aggregate principal amount to $300,000,000. The entire principal amount of the
bonds will mature and become due and payable, together with any accrued and unpaid interest thereon,
on June 7, 2023. The bonds are not subject to any sinking fund provision. The bonds are available for
purchase in minimum denominations of $2,000 and any integral multiple of $1,000 in excess thereof.
Interest
Each bond will bear interest at the rate of.2.95Vo per annum from the date of original issuance.
Interest on the bonds will be payable semi-annually in arrears on June 1 and December 1 of each year
(each, an 'nlnterest Payment Date"). The initial Interest Payment Date is December 1,2013. The
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months. If any date on which interest is payable on the bonds is not a business day, then payment of
the interest payable on that date will 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.
So long as the bonds remain in book-entry only form, the record date for each lnterest Payment
Date will be the close of business on the business day before the applicable Interest Payment Date. If
the bonds are not all in book-entry form, the record date for each Interest Payment Date will be the
close of business on the 15th calendar day of the month immediately preceding the month in which the
applicable Interest Payment Date occurs (whether or not a business day).
Ranking and Security
The bonds will be issued under the Mortgage and secured by a first mortgage lien on certain utility
property owned from time to time by the Company. The lien of the Mortgage is subject to Excepted
Encumbrances, including tax and construction liens, purchase money liens and certain other exceptions.
The bonds will be equally and ratably secured with all other bonds issued under the Mortgage.
Further Issuances
The bonds will initially be limited in aggregate principal amount to $30{0,0[D,000. We may, from
time to time, without notice to or the consent of the holders of the bonds, create and issue further
bonds equal in rank and having the same maturity, payment terms, redemption features, CUSP
numbers and other terms as the bonds offered by this prospectus supplement, except for the issue date,
issue price, payment of interest accruing prior to the issue date of the further bonds and, under some
circumstances, for the first payment of interest following the issue date of the further bonds. These
further bonds may be consolidated and form a single series with the bonds offered by this prospectus
supplement.
Optional Redemption
At any time prior to March L,2U23 (which is the date that is three months prior to the maturity of
the bonds), we may redeem the bonds, at our option, in whole or in part, at any time, at a redemption
price equal to the greater of:
. 1.00%t of the principal amount of bonds then outstanding to be redeemed; and
. the sum of the present values of the remaining scheduled payments of principal and interest on
the bonds to be redeemed (not including any portion of such payments of interest accrued as of
the redemption date) discounted to the redemption date on a semi-annual basis (assuming a
360-day year consisting of twelve 30-day months) at the Adjusted Tieasury Rate, plus 15 basis
points, as calculated by an Independent [nvestment Banker;
plus, in either of the above cases, whichever is applicable, accrued and unpaid interest, if any, on such
bonds to the date of redemption.
At any time on or after March 1,2023 (which is the date that is three months prior to the maturity
of the bonds), we may redeem the bonds, at our option, in whole or in part, at any time, at a
redemption price equal to l00Vo of the principal amount of the bonds to be rcdccmed, plus accrued
and unpaid interest, if any, thereon to the date of redemption.
Wc will mail a notice of redemption at least 30 days before the redemption date to each holder of
bonds to be redeemed. If we elect to partially redeem the bonds, the Tiustee will select in a fair and
appropriate manner the bonds to be redeemed.
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Unless we default in payment of the redemption price, on and after the redemption date, interest
will cease to accrue on the bonds or portions thereof called for redemption.
"Adjwted Tieasury Rate" means, with respect to any redemption date:
. the yield, under the heading which represents the average for the immediately preceding week,
appearing in the most recently published statistical release designated "H.15(519)" or any
successor publication which is published weekly by the Board of Governors of the Federal
Resenire System and which establishes yields on actively traded United States Tieasury securities
adjusted to constant maturity under the caption "Tieasury C-onstant Maturities," for the maturity
corresponding to the applicable Comparable Theasury Issue (if no maturity is within three
months before or after the Remaining Life, yields for the two published maturities most closely
corresponding to such Comparable lieasury Issue will be determined and the Adjusted Tieazury
Rate will be interpolated or extrapolated from such yields on a straight line basis, rounding to
the nearest rnonth); or
. 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 maturity of the applicable Comparable Theasury Issue, calculated using a
price for such Comparable Tleasury Issue (expressed as a percentage of its principal amount)
equal to the applicable Comparable Tieasury Price for such redemption date.
The Adjusted lieasury Rate will be calculated on the third business day preceding the redemption
date.
"CornparabLe Tieasury ft.rue" means the United States Treasury security selected by an Independent
Investment. Banker as having a maturity comparable to the remaining term of the bonds 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 securities of comparable maturity to the remaining
term of such bonds (*Remaining Ltfe").
"Comparable Tieasury Prbe" means, with respect to any redemption date, (1) the average of four
Reference Tieasury Dealer Quotations for such redemption date, after excluding the highest and lowest
Reference Tieasury Dealer Quotations, or (2) if the Independent lnvestment Banker obtains fewer than
four such Reference Tleasury Dealer Quotations, the average of all such quotations.
"Indcpend,ent Investment Banl<cr"'means one of the Reference Tieasury Dealers appointed by us, or
if that firm is unwilling or unable to serve as such, an independent investment and banking institution
of national standing appointed by us.
"Reference Tieasury Deald' means:
. each of RBS Securities Inc., Scotia Capital (USA) Inc. and a Primary Tieasury Dealer selected
by Wells Fargo Securities, LLC, and their respective affiliates or successors; provided that, if one
of these parties ceases to be a primary U.S. Government securities dealer in New York City
("Prinnry Tieasury Dealer"), we will substitute another Primary Tieasury Dealer; and
' any other Primary Tieasury Dealers selected by us.
"Merence Tieasuty Dealcr Quotatians" means, with respect to each Reference Tieasury Dealer and
any redemption date, the average, as determined by the Independent Investment Banker, of the bid
and asked prices for the applicable Comparable Tleasury Issue (expressed in each case as a percentage
of its principal amount) quoted in writing to the Independent Investment Banker at 5:00 p.m., New
York City time, on the third business day preceding such redemption date.
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CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS
The following discussion is a summary of the material U.S. federal income tax considerations that
may be relevant to the ownership and disposition of the bonds issued pursuant to this offering, and
does not purport to be a complete analysis of all potential tax effects.
This discussion is limited to persons purchasing the bonds for cash pursuant to this prospectus
supplement at the offering price on the cover page of this prospectus supplement and who hold the
bonds as capital assets for tax purposes. This discussion does not address all the U.S. federal income
tax consequences that may be relevant to you in light of your particular circumstances or to investors
subject to special rules, such as financial institutions, banks, U.S. expatriates, controlled foreign
corporations, passive foreign investment companies, insurance companies, dealers in securities or
currencies, traders in securities, U.S. Holders (as defined below) whose functional currency is not the
U.S. dollar, tax-cxempt organizations and persons holding the bonds as part of a "straddle," "hedge,"
"conversion transaction" or other integrated transaction. This discussion does not address any U.S. gift
or estate tax considerations or tax considerations arising under the laws of any state, local or non-U.S.
jurisdiction.
If a partnership (including any entity or arrangement classified as a partnership for U.S. federal
income tax purposes) is an owner of the bonds, the treatment of a partner in the partnership generally
will depend upon the status of the partner and the activities of the partnership. If you are a parlner of
a partnership holding the krnds, you should consult your tax advisor regarding the U.S. federal income
tax consequences relating to the ownership and disposition of the bonds.
This discussion is based on the provisions of the Internal Revenue Code of 1986, as amended (the
"Code"), U.S. Tieasury regulations issued thereunder ("Tieasury Regulations"), court decisions and
administrative interpretations, all as in effect as of the date of this prospectus supplement and all of
which are subject to change at any time, possibly with retroactive effect. Changes in tlese authorities
may cause the tax consequences to vary substantially from the consequences described below.
We have not sought and will not seek any rulings from the Internal Rcvenue Service ("IRS") with
respect to the matters discussed below. There can be no assurance that the IRS will not take a
different position concerning the tax consequences of the purchase, ownership or disposition of the
bonds or that any such position taken by the IRS would not be sustained by a court.
You are urged to consult your own tax advisor regarding the U.S. federal, state, Iocal, foreign or
other tax consequences of the ownership and disposition of the bonds.
U.S. Holders
This section applies to you if you are a "IJ.S. Holder." A U.S. Holder means a beneficial owner of
the bonds that is a U.S. citizen or U.S. resident alien, a corporation (or other entity taxable as a
corporation for U.S, federal income tax purposes) created or organized in or under the laws of the
United States, any state thereof or the District of Columbia, an estate whose income is subject to U.S.
federal income tax regardless of its source or a trust that either is subject to the supervision of a court
within the United States and has one or more U.S. persons with authority to control all of its
substantial decisions or has a valid election in effect under applicable Tieasury Regulations to be
treated as a U.S. person.
hilerest
It is expected, and the following discussion assumes, that the bonds will not be treated as issued
with original issue discount for U.S. federal income tax purposes. Accordingly, you generally must
include thc stated interest on a bond as ordinary income at the time such interest is received or
accrued, in accordance with your method of accounting for U.S. federal income tax purposes.
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If we call the bonds for redemption (see "Description of the Bonds-Optional Redemption"), we
may be obligated to make "make-whole" payments on the bonds in excess of stated interest and
principal. We believe, and the following discussion assumes, that the likelihood that we will be
obligated to make these additional payments is remote. Remote contingencies are not taken into
account unless and until they occur. Our determination that this contingency is remote is binding on
you unless you disclose a @ntrary position in the manner required by applicable Tieasury Regulations.
Our determination is not, however, binding on the IRS. Assuming our determination is upheld, if we
are required to make these additional payments, you likely would recognize additional interest income
in accordance with your method of accounting for U.S. federal income tax purposes.
Certain U.S. Holders who are individuals, estates or trusts are subject to an additional 3.8Vo tax
on, among other things, interest on the bonds. You should consult your tax adviior regarding the effect,
if any, of this tax on your ovmership of the bonds.
Sale or Other Tarable Disposition of thc Bonds
You generally will recognize gain or loss on the sale, exchange, redemption, retirement or other
taxable disposition of a bond equal to the difference between (i) the amount of cash and the fair
market value of any property received upon the disposition (less any amount attributable to accrued
but unpaid interest, which will be taxable as ordinary interest income unless previously taken into
income) and (ii) your adjusted tax basis in the bond. Your adjusted tax basis in a bond generally will be
your purchase price of the bond. Gain or loss recognized generally will be a capital gain or loss, and
will be long-term capital gain or loss if you held the bond for more than one year. Inng-term capital
gains of some non-corporate U.S. Holders (including individuals) are taxed at preferential capital gains
tax rates. Your ability to deduct capital losses may be limited.
Certain U.S. Holders who are individuals, estates or trusts are subject to an additional 3.STo tax
on, among other things, capital gains from the sale or other disposition of the bonds. You should
consult your tax advisor regarding the effect, if any, of this tax on your disposition of the bonds.
Non-U.S. Holders
This section applies to you if you are a "Non-U.S. Holder." A Non-U.S. Holder means a beneficial
owner of the bonds that is neither a U.S. Holder nor a partnership for U.S. federal income tax
purposes.
Inlfiest
Payments to you of interest generally will not be subject to U.S. federal withholding tax, provided
that:
. you do not actually or constructively own lU%o or more of the total combined voting power of all
classes of our stock entitled to vote;
. you are not a controlled foreign corporation that is related to us actually or constructively
through stock ownership;
. you are not a bank receiving certain types of interest; and
. we, or the applicable withholding agent, receive appropriate documentation, generally a
completed IRS Form W-8BEN, establishing that you are not a U.S. person within the meaning
of the Code.
Interest that meets these requirements is referred to as "portfolio interest" and, in addition to
generally not being subject to U.S. federal withholding tax, also generally is not subject to regular U.S.
federal income tax unless the conditions of the following paragraph apply to you.
s-l3
The interest on the bonds will be taxed at regular U.S. federal net income tax rates and not be
subject to U.S. withholding tax if: (i) the interest constitutes income that is effectively connected with
the conduct by you of a U.S. trade or business, and (ii) if required by an income tax treaty, the interest
is attributable to a U.S. permanent establishment or fixed base under the terms of such treaty. Provided
that a proper certification is received, such interest will not be subject to U.S. federal withholding tax,
although it will be subject to U.S. federal income taxation as "Lr.S. trade or business income." In
addition, if you are a foreign corporation, such income may also be subject to the "branch profits tat''
at a rate of 30Vo (or lower applicable treaty rate). Interest that neither qualifies as portfolio interest
nor constitutes U.S. trade or business income will be subject to U.S. withholding tax at the rate of 30Vo,
unless such rate is reduced or eliminated by an applicable tax treaty and you provide the appropriate
certification.
Salc or Otlur Taxablc Disposition of the Bonds
Gain realized by you on the sale, redemption or other taxable disposition of a bond generally will
not be subject to U.S. federal income or withholding tax, unless:
. such gain is effectively connected with the conduct by you of a trade or business within the
United States (and, if required by an income tax treaty, is attributable to a permanent
establishment or fixed base in the United States); or
. you are an individual who is present in the United States for 183 days or more in the taxable
year of disposition and certain other conditions are satisfied.
Gain described in the first bullet point generally will be subject to U.S. federal income tax in the
same manner as if the bond were held by a U.S. Holder. In addition, if you are a corporation, such
gair may also be subject to the branch profits tax at a rate of 30Vo (or lower applicable treaty rate).
If you are a Non-U.S. Holder described in the second bullet point above, you generally will be
subject to U.S. federal income tax at a rate of 30Vo (or lower applicable treaty rate) on any gaip
derived from the disposition, which may be offset by certain U.S. source capital losses (even though
you are not considered a resident of the United States) provided you timely file U.S. federal income
tax returns with respect to such losses.
If you are a Non-U.S. Holder, you should consult your tax advisor regarding potentially applicable
income tax treaties that may provide for different rules.
Information Reporting and Backup Withholding
Payments of interest made by us on, or the proceeds of the sale or other disposition of, the bonds
may be subject to information reporting and U.S. federal backup withholding tar! unless, in certain
cases, the recipient of the payrnent supplies an accurate taxpayer identification number or otherwise
complies with applicable U.S. information reporting or certification requirements. Backup withholding
is not an additional tan, and any amount withheld under the backup withholding rules is allowable as a
credit against your U.S. federal income tax liability, and you may qualify for a refund of any excess
withheld amounts, provided that the required information is timely furnished to the IRS.
Foreign Accounts
Withholding taxes may apply to certain types of payrnents made to "foreign financial institutions"
(as defined in the Code) and cerlain other non-U.S. entities. Specifically, a 30Vo withholding tax may
be irnposed on interest on, or gross proceeds from the salc or other disposition of, debt securities
issued by a U.S. company paid to a "foreign financial institution" (as defined in the Code) or a
"non-financial foreign entity" (as defined in the Code), unless (i) the foreign financial institution
undertakes certain diligence and reporting obligations, (ii) the non-financial foreign entity either
s-14
certifies it does not have any "substantial United States owners" (as defined in the Code) or furnishes
identiSing information regarding each substantial United States owner, or (iii) the foreign financial
institution or non-financial foreip entity otherwise qualifies for an exemption from these rules.
Although the withholding rules described above apply to applicable payments made after
December 3L,2012, Tieasury Regulations provide that such rules will apply to payments of interest on
debt securities made on or after January 7, Z0L4 and to payments of gross proceeds from the sale or
other disposition of such debt securities made on or after January 1.,20t7. Moreover, Tleasury
Regulations provide that the withholding rules will not apply to debt securities outstanding on
January 1,20L4 unless such debt securities are materially modified thereafter. Accordingly, such
withholding will not apply to the bonds unless such a material modification were to occur. Prospective
investors should consult their tax advisors regarding these witlholding provisions.
PERSONS CONSIDERING THE PURCHASE OF THE BONDS SHOULD CONSULT THEIR OWN
TAX ADVTSORS WITH R"ESPECT TO lrrE U.S. FEDERAL TNCOME TAX CONSEQUENCES OF
Tm PURCHASE, OWNERSHIP AhlD DISPOSITTON OF BONDS IN LIGHT OF TITETR
PARIICULAR CIRCUMSTANCES, AS WELL AS TIIE EF.FEff OF ANY STAIE, LTOCAL OR
FOREIGN TAX LAWS OR ANY APPLICABLE TAX TREATY.
s-15
BENENT PI,AN INVESTOR CONSIDERAIIONS
The bonds may be purchased and held by or with the assets of an employee benefit plan subject to
Title I of the Employee Retirement Income Security Act of L974, as amended ("ERISA'), an individual
retirement account or other plan subject to Section 4975 of. the Code or an employee benefit plan
sponsored by a state or local government or otherwise subject to laws that include restrictions
substantially similar to ERISA and Section 4975 of. the Code (any such law, a "Similar Law"). A
fiduciary of an employee benefit plan subject to ERISA" Section 4975 of the Code or any Similar Law
must determine that the purchase and holding of the bonds are consistent with its fiduciary duties
under ERISd Section 4975 of the Code or any Similar Law. Such fiduciary, as well as any other
prospective investor subject to ERISA" Section 4975 of. the Code or any Similar Law, must also
determine that its purchase and holding of the bonds does not result in a non-exempt prohibited
transaction as defined in Section 406 of ERISA, Section 4975 of the Code or any Similar Law. Among
other things, these sections prohibit the lending of money and other extensions of credit between an
employee benefit plan or individual retirernent arcount or annuity ("IRA'; and a party in interest (as
defined in ERISA) or disqualified person (as defined in the C-ode) with respect to such plan or [RAo
unless such transaction is covered by an exemption. The bonds constitute an extension of credit by the
purchaser to us. Accordingly, each purchaser and transferee of the bonds who is subject to ERISA"
Section 4975 of the Code or a Similar Law will be deemed to have represented by its acquisition and
holding of the bonds that its acquisition and holding of the bonds does not constitute or give rise to a
non-exempt prohibited transaction under ERISA, Section 4975 of the Code or any Similar Law. Such
purchaser or transferee should consult legal counsel before purchasing the bonds. Nothing herein shall
be construed as a representation that an investment in the bonds would meet any or all of the relevant
legal requirements with respect to investments by, or is appropriate for, an employee benefit plan or
IRA subject to ERISA, Section 4975 of. the Code or a Similar Law
s-16
UNDERWRITING
RBS Securities Inc., Scotia Capital (USA) Inc. and Wells Fargo Securities, LLC are acting as our
joint book-running managers for this offering and as representatives for the underwriters named below.
Subject to certain terms and conditions in the underwriting agreement dated the date of this prospectus
supplement, each underwriter has severally agreed to purchase, and we have agreed to sell to each
underwriter, the principal amount of bonds indicated in the following table:
Underwriters
RBS Securities Inc.
Scotia capital (usA) I;;.'. :....... :... .
Wells Fargo Securities, LLC . .
Barclap Capital Inc. . .
CIBC World Markets Corp. .
KeyBanc Capital Markets [nc. . .
Mitsubishi UFJ Securities (USA), Inc.
RBC Capital Markets, LLC .
U.S. Bancorp Investments, Inc.
Total .
Principal
Amount
of Bonds
$ 75,000,000
75,000,000
75,000,000
10,020,000
9,990,000
9,990,000
15,000,000
g,ggo,(mo
20,010,000
$300,000,000
The undelwriting agreement provides that the obligations of the underwriters to purchase the
bonds included in this offering are subject to approval of legal matters by counsel and to other
conditions. The underwriters are obligated to purchase all the bonds if they purchase any of the bonds.
The underwriters propose to offer the bonds directly to the public at the public offering price set
forth on the cover page of this prospectus supplement. The underwriters may offer the bonds to
selected dealers at the public offering price less a concession not to exceed WA% of the principal
amount of the bonds. In addition, the undenrriters may allow, and those selected dealers may reallow,
a concession not to exceed 0.l5Vo of the principal amount of the bonds to certain other dealers. After
the initial offering of the bonds to the public, the public offering price and concessions may be
changed.
The boods are a new issue of securities with no established trading market. We have been advised
by the undenrriters that the underwriters intend to make a market in the bonds but are not obligated
to do so and may discontinue markst making at any time without notice. No assurance can be given as
to the liquidity of any trading market for the bonds.
In connection with this offering, the underwriters may purchase and sell the bonds in the open
market. These transactions may include short sales, stabilizing transactions and purchases to cover
positions created by short sales. Short sales involve the sale by the underwriters of a greater number of
bonds than they are required to purchase in the offering. Stabilizing transactions consist of certain bids
or purchases made for the purpose of preventing or retarding a decline in the market price of the
bonds while the offering is in progress.
The underwriters may also impose a penalty bid. This occurs when a particular undenrriter repays
to the underwriters a portion of the underwriting discount received by it because another undenrriter
has repurchased bonds sold by or for the arcount of such underwriter in stabilizing or short covering
transactions.
These activities by the underwriters, as well as other purchases by the underwriters for their own
accounts, may stabilize, maintain or othenrise affect the market price of the bonds. As a result, the
price of the bonds may be higher than the price that otherwise would exist in the open market. If these
s-17
activities are commenced, they may be discontinued by the underwriters at any time. These transactions
may be effected in the over-the-counter market or othenvise.
We estimate that our total offering expenses, not including the undenrriting discount, will be
approximately $500,000.
Affiliations
The undenrriters and tleir respective affiliates are fulI service financial institutions engaged in
various activities, which may include securities trading, commercial and investment banking, financial
advisory investment management, investment research, principal investment, hedging, financing and
brokerage activities.
In the ordinary course of their various business activities, the underwriters and their respective
affiliates may make or hold a broad array of investments and actively trade debt and equity securities
(or related derivative securities) and financial instruments (including bank loans) for their olvn account
and for the accounts of their customers, and such investment and securities activities may involve
securities and instruments of us or our affiliates. Certain of the undenilriters or their affiliates that have
a lending relationship with us routinely hedge their credit exposure to us consistent with their
customary risk management policies. Typically, such undenrriters and their affiliates would hedge such
exposure by entering into transactions which consist of either thc purchase of credit default swaps or
the creation of short positions in our securities, including potentially the bonds offered hereby. Any
such short positions could adversely affect future trading prices of the bonds offered hereby. The
undenrriters and their respective affiliates may also make investment recommendations or publish or
express independent research views in respect of such securities or instruments and may at any time
hold, or recommend to clients that they acquire, long or short positions in such securities and
instruments.
Certain of the underwriters and their affiliates have performed commercial banking, investment
banking and advisory services for us from time to time for which they have received customary fees and
expenses. For example, affiliates of several of the underwriters act as agents and as lenders under our
credit facilities, which we may repay from time to time with proceeds of the offering and for which they
receive customary fees and expenses. The underwriters may, from time to time, engage in transactions
with and perform services for us or our affiliates in the ordinary course of their business. Affiliates of
sertain of the underwriters act as agents and as lenders under our credit facilities for which they
receive customary fees and expenses.
We have agreed to indemnify each of the underwriters against certain liabilities, including liabilities
under the Securities Act of 1"933, as amended, or to contribute to payments the underwriters may be
required to make because of those liabilities.
Selling Restrictions
In relation to each Member State of the European Economic Area which has implemented the
Prospectus Directive (each, a Relevant Member State), each undenrriter has represented and agreed
that with effect from and including the date on which the Prospectus Directive is implemented in that
Relevant Member State (the Relevant Implementation Date) it has not made and will not make an
offer of the bonds to the public in that Relevant Member State other than:
(a) to any legal entity which is a qualified investor as defined in the Prospectus Directive;
(b) to fewer than 100 or, if the Relevant Member State has implemented the relevant
provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified
investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive,
s-18
subject to obtaining the prior consent of tle relevant Dealer or Dealers nominated by us for any
such offer; or
(c) in any otler circumstances falling within Article 3(2) of the Prospectus Directive,
provided that no zuch offer of bonds shall require us or any underwriter to publish a prospectus
pursuant to Article 3 of the Prospectus Directive.
For the purposes of this provision, the expression an "offer of bonds to the public" in relation to
any bonds in any Relevant Member State means the communication in any form and by any means of
sufficient information on the terms of the offer and the bonds to be offered so as to enable an investor
to decide to purchase t}te bonds, as the same may be varied in that Member State by any measure
implementing the Prospectus Directive in that Member State, the expression "Prospectus Directive"
means Directive zA0F,ruEC (and amendments thereto, including the 2010 PD Amending Directive, to
the extent implemented in the Relevant Member State), and includes any relevant implementing
measure in the Relevant Member State and the expression "2010 PD Amending Directive" means
Directive 20L0l73tEU.
This prospectus supplement has been prepared on the basis that any offer of the bonds in any
Member State of the European Economic Area which has implemented the Prospectus Directive (each,
a "Relevant Member State") will be made pursuant to an exemption under tle Prospectus Directive
from the requirement to publish a prosp€ctus for offers of bonds. Accordingly any person making or
intending to make an offer in that Relevant Member State of the bonds may only do so in
circumstances in which no obligation arises for us or any of the underwriters to publish a prospectus
pursuant to Article 3 of the Prospectus Directive, in each case, in relation to such offer. Neither we nor
the underwriters have authorized, nor do we authorize, the making of any offer of bonds in
circumstances in which an obligation arises for us or the underwriters to publish a prospectus for such
offer.
Each underwriter has represented and agreed that:
(a) it has only communicated or caused to be communicated (and will 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 & Market Act (the "FSMA')) received by it in
connection with the issue or sale of the bonds in circumstances in which Section 21(1) of the
FSMA does not apply to us; and
(b) it has complied and will comply with all applicable provisions of the FSMA with respect
to anything done by it in relation to the bonds in, from or otherwise involving the United
Kingdom.
s-19
LEGAL MATTERS
Certain legal matters with respect to the bonds we are offering will be passed upon for us by
Mark C. Moench, General Counsel of PacifiCorp, and by Perkins Coie LLP, Portland, Oregon. Certain
legal matters will be passed upon for the underwriters by Latham & Watkins LLP, New York, New
York Latham & Watkins LLP from time to time represents us or cerLain of our affiliates.
EXPERTS
The Consolidated Financial Statements incorporated in this prospectus supplement by reference
from PacifiCorp's Annual Report on Form 10-K for the year ended December 31, 2012, 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 for the periods ended
March 31,2013 and2ff12, which is incorporated herein by reference, Deloitte & Touche LLB 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 report included in PacifiClrp's Quarterly Report on
Form 10-Q for the quarter ended March 3t,2ll3 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 report 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
liability provisions of Section 11 of the Securities Act of 1933, as amended, for their report on the
unaudited interim financial information because that report is not a "report" or a "part" of the
registration statement prepared or certified by an accountant within the meaning of Sections 7 and 1,1
of the Securities Act of 1933, as arnended.
s-20
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
detennined at the time of sale.
We will provide specific terms of the Securities, including, as applicable, the amount offered,
offering prices, interest rates, maturities and redemption or repurchase provisions, in supplements to
this prospectus. The supplements may also add, update or change information contained in this
prospectrls. You should read this prospectus and any supplements carefully before you invest.
We may sell the Securities directly through agents designated from time to time or through
undenrriters or dealers. The supplements to this prospectus will describe the terms of any particular
plan of distribution, including any undenrriting arrangements. The "Plan of Distribution" 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 Securities offered.
Investing in our Securities involves risks. See the 6'Risk Factors" section
beginning on page 2 of this prospectus for information on certain matters you should
consider before buyrng our Securities.
NEITHER TI{E SECURITIES AND EXCHANGE COMMISSION NOR A}.TY STATE
SECURITIES COMMISSTON HAS APPROVED OR DISAPPROVED OF THESE SECURITIES
OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY
REPRESENIAIION TO TTIE CONTRARY IS A CRIMINAI OFFENSE.
The date of this prospectus is December 3, 2010.
TABLE OF CONTENTS
ABOUTTHISPROSPECTUS ....... 1
FORWARD-LOOKINGSTAIEMENTS... 1
THE COMPAI.{Y 2
RISK EACTORS. . 2
CONSOLIDATED RATIOS OF EARNTNGS TO FDGD CHARGES 3
WHERE YOU CAN FIND MORE INFORMANON. . . 4
USE OF PROCEEDS 5
DESCRIPTION OF ADDITIONAL BONDS 5
BOOK-ENTRY ISSUANCE 10
PI-A,N OF DTSTRIBUTION 13
LEGAL MATTERS 1,4
EXPERTS 14
We have not authorized anyone to give you any information other than this prospectus and any
supplements to this prospsctus. 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 offering to sell the Securities and we are not soliciting offers to buy the
Securities in aay jurisdiction in which offers are not permitted.
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement on Form S-3 that PacifiCorp filed with the
Securities and Exchange Commission (the "SEC") using the "shelf" registration process. Under this
shelf registration process, we may from time to time sell the Securities described in this prospectus in
one or more offerings. This prospectus provides a general description of the Securities. Each time we
sell Securities, we will provide a prospectus supplement that will contain specific information about the
terms of that offering. That prospectus supplement may include or incorporate by reference a detailed
and current discussion of any risk factors and will discuss any special considerations applicable to those
securities. The prospectus supplement may also add, update or change information contained in this
prospectus. You should read both this prospectus and any prospectus supplement together with
additional information described under "Where You Can Find More Information." If there is any
inconsistenry 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
"PacifiCorpr" "Company," "we," "our" and "us" refer to PacifiCorp, an Oregon corporation, and its
subsidiaries.
For more detailed information about the Securities, you can read the exhibits to the registration
statement. Those exhibits have been either filed with the registration statement or incorporated by
reference to earlier SEC filings listed in the registration statement. See "Where You Can Find More
Information."
FORWARD.LOOKING STATEMENTS
This prospectus, any accompanying prospectus supplement and the additional information
described under the heading "'Whcre You Can Find More Information" may contain "forward-looking
statements" within the meaning of Section 27Aof the Securities Act and Section 21E of the Exchange
Act which are subject to the safe harbor created by the Private Securities Litigation Reform Act of
1995. AII 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 and uncertainties 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 ability to control. We have identified a
number of these factors in our filings with the SEC, including the Form 10-K the Forms 10-Q and the
Forms 8-K incorporated by reference in this prospectus, and we refer you to those reports for further
information.
Any fonrard-looking 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.
TIIE COMPANY
We are a regulated electricity company serving retail customers, including residential, cornmercial,
industrial and other customers in portions of the states of Utah, Oregon, Wloming Washington, Idaho
and California. We own, or have interests in, a number of thermal, hydroelectric, wind-powered and
geothermal generating facilities, as well as electric transmission and distribution assets. We also buy and
sell electricity 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 electric sales within that state.
We are an indirect subsidiary of MidAmerican Energy Holdings Company ('MEHC"), a holding
company based in Des Moines, Iowa that owns subsidiaries principally engaged in energy businesses.
MEHC is a consolidated subsidiary of Berlshire Hathaway Inc.
Our principal executive offices are located at 8?5 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 & Ught Company. In 1984, Pacific Power &
Ught 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-narned PacifiCorp, which is the operating
entity today.
For additional information concerning our business and affairs, including our capital requirements
and external financing 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
Investing in our Securities involves risk. Before purchasing any Securities we offer, you should
carefully consider the risk factors described in our periodic reports filed with the SEC and the
following risk factors relaled to the Securities, as well as the other information contained in this
prospectus, any prospectus supplement and the information incorporated by reference herein in order
to evaluate an investment in our Securities. See "Forward-Looking Statements" and "Where You Can
Find More Information" in this prospectus. Additional risks and uncertainties that are not yet
identified or that we currently believe are immaterial may also materially harm our business, operating
results and financial condition and could result in a loss on your investment.
We have not appraised the collateral subject to the mortgage securing our Mditional Bonds
("Mortgage") and, if there is a default or a foreclosure sale, the value of the collateral may not be
sufficient to repay the holders of any Additional Bonds.
We have not made any formal appraisal of the value of the collateral subject to the Mortgage,
which will secure any Additional Bonds. The value of the collateral in the event of liquidation will
depend on market and economic conditions, the availability of buyers, the timing of the sale of tlte
collateral and other factors. We cannot assure you that tle proceeds from a sale of all of the collateral
would be sufficient to satisry the amounts outstanding under the Mditional 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 of the sale of the
collateral, would only have an unsecured claim against our remaining assets.
There is no existing market for the Securities, and we cannot assure you that an active trading market
for the Securities will develop.
We do not intend to apply for listing 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 ability of holders to sell the Securities that they hold or the price at which
holders will be able to sell the Securities may be limited. Future trading prices of the Securities will
depend on many factors, including, among other things, prevailing interest rates, our operating results
and the market for similar securities.
We do not know whether an active trading market will develop for the Securities. To the extent
that an active trading market does develop, the price at which a holder may be able to sell the
Securities that it holds, if at all, may be less than the price paid for them. Consequently, a holder may
not be able to liquidate its investment readily, and the Securities may not be readily accepted as
collateral fcrr loans.
CONSOLIDATED RATIOS OF EARNINGS TO }-IXED CHARGES
Years Ended December 31,Nine-Month Period Ended
September 30, 2010
3.]x
Nioe-Month Ferind Ended2W7 December 31, An6 Year Ended
March 31. 2fl16
2.9x2.9x 3.Ox 3.0x 2.lx
WHERE YOU CAN FIND MORE INFORMATION
This prospectus is part of a registration statement filed with the SEC. The registration statement
contains additional information and extribits not included in this prospectus and refers to documents
that are filed as exhibits to other SEC filings. We file annual, quarterly and special reports and other
information with the SEC. Our SEC filings are available to the public over the Internet at the SEC's
web site at http:/Anww.sec.gov. You may also read and mpy any document we file at tle 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 further information regarding the public reference rooms. Our SEC filings are also
available through the Financial lnformation section of our website at www.pacificorp.com. The
information found on our website, other than any of our SEC filings that are incorporated by reference
herein, is not part of this prospectus.
The SEC allows us to "incorporate by reference" tlle information we file with them, which means
that we can disclose important information to you by referring you to those documents. The
information incorporated by reference is considered to be part of this prospectus and later information
that we file with the SEC will automatically update or supersede this information. We incorporate by
reference the documents listed below and any future filings made with the SEC under Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") (but only to the extent
the information therein is filed and not furnished) until all of the securities mvered by this prospectus
have been sold:
. Annual Report on Form 10-K for t}te year ended December 31, 2009.
. Quarterly Reports on Form 10-Q for the quarters ended March 3I,?n10, June 30,2010 and
September 30,2010.
. Current Report on Form 8-K filed January ?n,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 972324L1,6
Telephone: [phone]
Attention: Tleasury
You should rely only on the information contained in, or incorporated by reference in, this
prospectus and the prospectus supplement. We have not, and any underwriters, agents or dealers have
not, authorized anyone else to provide you with different information. We are not, and any
underrriters, agents or dealers are not, making an offsr of these Securities in any state where the offer
or sale is not permitted. You should not assume that the information contained in this prospectus and
the prospectus supplement is accurate as of any date other than the date on the front of the prospectus
supplement or that the information incorporated by reference in this prospectus is arcurate as of any
date other than the date on the front of those documents.
USE OF PROCEEDS
Unless otherwise indicated in a prospectus supplement, the net proceeds to be received by us from
the issuance and sale of the Securities will initially become part of our general funds and will be used
for capital expenditures or utility asset purchases, to repay all or a portion of our short-term
borrowings and for general corporate purposes, including repayment of long-term debt.
DESCRIPTION OF ADDITIONAL BONDS
General
Additional Bonds may be issued from time to time under our Mortgage and Deed of Tiust, dated
as of January 9, 1989, as amended and supplemented (the "Mortgage"), with The Bank of New York
Mellon Thust Company, N.A. (as successor trustee to JPMorgan Chase Bank, N.A.) (the "Mortgage
Tiustee"). The following summary is subject to the provisions of and is qualified by reference to tbe
Mortgage, a mpy of which is an exhibit to the Registration Statement. Whenever particular provisions
or defined terms in the Mofigage 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 relaling to those Additional Bonds, in denominations of $1,000
and any multiple thereof. They may be transferred without charge, other than for applicable taxes or
other governmental charges, at the offices of the Mortgage Tiustee, New York, New York. Any
Additional Bonds issued will be equally and ratably secured with all other bonds issued under the
Mortgage. See "Book-Entry Issuance."
Maturity and Interest Payments
The prospectus supplement relating to any Additional Bonds will set forth the date or dates on
which those Additional Bonds will mature, the rate or rates per annum at which those Additional
Bonds will bear interest and the times at which any interest will be payable. 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 Mditional 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 will 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
Thustee, the redemption may be made subject to the receipt of the redemption amount by the
Mortgage Tiustee on or before the date fixed for redemption. A redemption notice will 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 Property. There is no sinking or analogous fund in the Mortgage.
Cash deposited under any provisions of the Mortgage may be applied (with specific exceptions) to
the redemption or repurchase of bonds of any series. (Section 7.03, Article XII and Section 13.06)
Security and Priority
The Additional Bonds will be issued under the Mortgage and secured by a first mortgage lien on
certain utility property owned from time to time by us and/or by Class'?t' Bonds, if any, held by the
Mortgage Tlustee.
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, contracts, leases and operating agreements; electric enerry, gas, water, steam
and other products for sale, distribution or other use; natural gas wells; gas transportation lines or
other property used in the sale of natural gas to customers or to a natural gas distribution or pipeline
company, up to the point of connection with any distribution system; our inierest in the Wyodak
Facility; and all properties that have been released from the discharged Mortgages and Deeds of Tiust,
as supplemented, of Pacific Power & Light Company and Utah Power & Light Company and that
PacifiCorp, a Maine corporation, or Utah Power & Light Company, a Utah corporation, contracted to
dispose of, but title to which had not passed at the date of the Mortgage. The lien of the Mortgage is
also subject to Excepted Encumbrances, including tax and construction liens, purchase money liens and
other specific exceptions. We have reserved the right, without any consent or otier action by holders of
bonds of the 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-electric generating plants owned
by us, or in which we have interests, pursuant to Title IV of the Clean Air Act Amendments of 1990,
as now in effect or as hereafter supplemented or amended.
The Mortgage contains provisions subjecting after-acquired property to the m<lrtgage lien thereof.
These provisions may be limited, at our option, in the case of consolidation or merger (whether or not
we are the surviving corporation), conveyance or transfer of all or substantially all of the utility
property of another electric utility company to us or sale of substantially all of our assets.
(Section 18.03) In addition, after-acquired property may be subject to a Class'A'Mortgage, purchase
moDey mortgages and other liens or defects in title.
The Mortgage provides that the Mortgage Tlustee shall have a lien on the mortgaged property,
prior to the holders of bonds, for the payment of its reasonable compensation and expenses and for
indemnity against certain liabilities. (Section 19.09)
Issuance of Additional Bonds
The maximum principal amount of bonds that may be issued under the Mortgage is untmited.
Bonds of any series may be issued from time to time on the basis ot
$) 7A% of qualified Property Additions after adjustments to offset retirements;
(2) Class "A' Bonds (which need not bear interest) delivered to the Mortgage Tiustee;
(3) retirement of bonds or certain prior lien bonds; and/or
(4) deposits of cash.
With certain exceptions in the case of clauses (2) ard (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'1t'Bonds held other than by the Mortgage
Ti"ustee 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
Articles IV through VII)
Property Additions generally include electric, gas, steam and/or hot water utility property but not
fuel, securities, automobiles, other vehicles or aircraft, or property used principally for the production
or gathering of natural gas. (Section 1.04)
The issuance of bonds on the basis of Property Additions subject to prior liens is restricted. Bonds
may, however, be issued against the deposit of Class "A' Bonds. (Sections 1.04 through 1.06 and
Articles IV and V)
Release and Substitution of Property
Property subject to the Mortgage may be released on the basis of:
(1) the release of that property from a Class "A' Mortgage;
(2) the deposit of cash or, to a limited cxtent, purchase money mortgages;
(3) Property Additions, after making adjustments for certain prior lien bonds outstanding against
Property Additions; and/or
(4) a waiver of the right to issue bonds on the basis of the released property.
Funded Cash, as defined in Section 1.0.5 of the Mortgage, may be withdrawn upon the bases stated
in (1), (3) and (4) above. Property that does not constitute Funded Property, as defined in Section 1.05
of the Mortgage, may be released without substituting other Funded Property. Similar provisions are in
effect as to cash proceeds from such property. The Mortgage contains special provisions with respect l.o
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 property that is of the same character as Property Additions, as defined in the Mortgage, an
existing mortgage constituting a first lien on operating properties of that other company may be
designated by us as a Class'?t' Mortgage. (Section 11.06) Bonds thereafter issued pursuant to the
additional mortgage would be Class '.A' Bonds and could provide the basis for the issuance of bonds
under the Mortgage.
Certain Covenants
The Mortgage contains a number of covenants by us for the benefit of the holders of the bonds,
including provisions requiring us to maintain the mortgaged property as an operating system or systems
capable of engaging in all or any of the generating, transmission, distribution or other utility businesses
described in the Mortgage. (Article IX)
Dividend Restrictions
The Mortgage provides that we may not declare or pay dividends (other than dividends payable
solely in shares of our common stock) on any shares of our common stock if, after giving effsct 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 10-K incorporated by reference herein contain information relating to other
restrictions.
Foreign Currency Denominated Bonds
The Mortgage authorizes the issuance of bonds denominated in foreign currencies, provided that
we deposit with the Mortgage Tiustee a currency exchange agreement with an entity having, at the time
of the deposit, a financia[ rating at least as high as our financial rating that, in the opinion of an
independent expert, gives us at least as much protection against currency exchange fluctuation as is
usually obtained by similarly situated borrowers. (Section 2.03) We believe that this type of curency
exchange agreement will provide effective protection against currency exchange fluctuations. However,
if the other party to the exchange agreement defaults and the foreign currency is valued higher at the
date of maturity than at the date of issuance of the relevant bonds, holders of those bonds would have
a claim on our assets that is greater than the claim to which holders of dollar-denominated bonds
issued at the same time would be entitled.
The Mortgage Thustee
The Bank of New York Mellon Tiust Company, N.A. or its affiliates may act as a lender, trustee
or agent under other agreements and indentures involving us and our affiliates.
Modilication
The rights of bondholdeni may be modified with the consent of holders of at least 60Vo of. the
bonds, or, if not all series of bonds are adversely affected, the consent of the holders of at least 60Vo of
the series of bonds adversely affected. [n general no modification of the terms of payment of principal,
premium, if any, or interest and no modification affecting the Iien 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 Ti.ustee generally is required to vote
Class "A' bonds held by it with respect to any amendment of the applicable Class "A' Mortgage
proportionately with the vote of the holders of all Class 'A' Bonds then actually voting. (Section 11.03)
Defaults and Notice Thereof
"Defaults" are defined in the Mortgage as:
(1) default in payment of principal;
(2) default for 60 days in payment of interest or an installment of any fund required to be applied
to the purchase or redemption of any bonds;
(3) default in payrnent of principal or interest with respect to certain prior lien bonds;
(4) certain events in bankruptry, 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 '?t' Mortgage and the interest accrued
thereupon due and payable. (Section 1"5.01)
An effective default under any Class 'A' Mortgage or under the Mortgage will result in an
effective default under all those mortgages. The Mortgage Ti"ustee may withhold notice of default
(except in payment of principal, interest or funds for retirement of bonds) if it determines that it is not
detrimental to the interests of the bondholders. (Section 15.02)
The Mortgage Tiustee or the holders of 25Vo of the bonds may declare the principal and interest
due and payable on Default, but a majority may annul the declaration if the Default has been cured.
(Section 15.03) No holder of bonds may enforce the lien of the Mortgage unless the Mortgage Tiustee
is given written notice of a Default and the Mortgage Tiustee fails to act after the holders of 25Vo of
the bonds have requested in writing the Mortgage Tiustee to act, offered it reasonable opportunity to
act and offered an indemnity satisfactory to it against the costs, expenses and liabilities that may be
incurred 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
Tlustee or exercising any trust or powei conferred on the Mortgage fiustee. (Section 15.07) The
Mortgage Tiustee 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)
I)efeasance
Under the terms of the Mortgage, we will be discharged from any and all obligations under the
Mortgage in respect of the bonds of any series if we deposit with the Mortgage Tlustee, in trust,
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 Ti"ustee 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 lnternal Revenue Sewice 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 confirm that, the holders of the bonds or the right of payment of interest
thereon (as the case may be) will not recogrize income, gain or loss for federal income tax purpces as
a result of the deposit, andlor ensuing discharge and will be subject to federal income tax on the same
amount and in the same manner and at the same times, as would have been the case if the deposit,
and/or discharge had not occurred. (Section 20.02)
Upon the deposit, our obligation to pay the principal of (and premium, if any) and interest on
those bonds shall cease, terminate and be completely discharged and the holders of such bonds shall
thereafter be entitled to receive payment solely from the funds dcposited. (Section 20.02)
BOOK.ENTRY ISSUANCE
Except as set forth below, the Additional Bonds will be issued in registered global form without
interest coupons. Unless otherwise specified in the applicable prospectus supplement, The Depository
Tiust C-ompany ('DTC") in New Yorlg New York, will act as securities depositary for each series of the
,{dditional Bonds. The Additional Bonds will be issued as fully registered securities registered in the
name of Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an
authorized representative of DTC, in each case for the credit to an account of a direct or indirect
participant in DTC, as described below.
Tiansfers of beneficial interests in the Additional Bonds will be subject to the applicable rules and
procedures of DTC and its direct or indirect participants (including, if applicable, those of the
Euroclear System ("Euroclear") and Clearstriam Banking, S.A- ("Ctearstream")), which may change
from time to time.
The following description of the operations and procedures of DTC is provided solely as a matter
of convenience. These operations and procedures are solely within the control of DTC and are subject
to changes by it. We take no responsibility 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-purpose trust company created to hold securities for its
participating organizations (collectively, the "Participants") and to facilitate the clearance and
settlement of transactions in those securities between Participants through electronic book-entry
changes in accounts of its Participants. The Participants include securities brokers and dealers
(including the underwriters), banks, trust companies, clearing corporations and certain other
organizations. Access to DTC's system is also available to other entities, such as banks, brokers, dealers
and trust companies that clear through or maintain a custodial relationship with a Participant, eitler
direct$ or indirectly (collectively, the "lndirect Participants"). Persons who are not Participants may
beneficially own securities held by or on behalf of DTC 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 will credit the accounts of the Participants
designated by the undenvriters with portions of the principal amount of the Additional Bonds;
and
(2) ownership of these interests in the Additional Bonds will be shown on, and the transfer of
ownership of these interests will be effected only through, records maintained by DTC (with
respect to the Participants) or by the Participants and the [ndirect Participants (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 Participants. All
inlerests in the Additional Bonds, including those held through Euroclear or Clearstream, may be
subject to the procedures and requirements of DTC. 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 Participants, which in turn act on
behalf of the Indirect Participants, the ability 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
10
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, will not receive physical delivery of certificated Additional Bonds and will not
be considered the registered owners or "Holders" thereof under any supplemental indenture to the
Mortgage for any purpose.
We may decide to discontinue use of the system of book-entry only transfers through DTC or any
successor depositary. In that event, Additional Bond certificates will 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 will be payable to DTC in its capacity as the registered
holder. Under the terms of any supplemental indsnture to the Mortgage, the Company and the
Mortgage Tiustee will 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 Tiustee nor any agent of ours or of the Mortgage
Tiustee has or will have any responsibility or liability for:
(1) any aspect of DTC's records or any Participant's or Indirect Participant's records relating to,
or payments made on account of, beneficial ownership interests in the Additional Bonds or
for mainLaining, supervising or reviewing any of DTC's records or any Participant's or Indirect
Participant's records relating to the beneficial ownership interests in the Additional Bonds; or
(2) any other matter relating to the actions and practices of DTC or any of its Participants or
lndirect Participants.
DTC has advised us that its current practice, at the due date of any payment in respect of securities
such as the Additional Bonds, is to credit the accounts of the relevant Participants with the payment on
the payment date unless DTC has reason to believe that it will not receive payment on such payment
date. Each relevant Participant is credited with an amount proportionate to its beneficial ownership of
an interest in the principal amount of the bonds as shown on the records of DTC. Payments by the
Participants and the Indirect Participants to the beneficial owners of bonds will be governed by standing
instructions and customary practices and will be the responsibility of the Participants or the Indirect
Participants and will not be the responsibility of DTC, the Mortgage Tiustee or us. Neither we nor the
Mortgage Tiustee will be liable for any delay by DTC or any of its Participants in identifing the
beneficial owners of the Additional Bonds, and the Company and the Mortgage Ti.ustee may
conclusively rely on and will be protected in relying on instructions from DTC or its nominee for all
purposes.
Tiansfers between Participants in DTC will be effected in accordance with DTC's procedures, and
will be settled in same-day funds, and transfers between participants in Euroclear and Clearstream will
be effected in accordance with their respective rules and operating procedures.
Subject to compliance with any transfer restrictions specified herein and in the applicable
prospectus supplement, cross-market transfers between thc Participants in DTC, on the one hand, and
Euroclear or Clearstream participants, on the other hand, will 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 will require delivery of instructions to Euroclear or
Clearstream, as the case may be, by the counterparty in such system in accordance with the rules and
procedures and within the established deadlines (Brussels time) of such system. Euroclear or
Clearstream, as the case may be, will, 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 funds settlement applicable to DTC.
11
Euroclear participants and Clearstream participants may not deliver instructions directly to the
depositories for Euroclear or Clearstream.
DTC has advised us that it will 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.
Although DTC, Euroclear and Clearstream have agreed to the foregoing procedures to facilitate
transfers of interests in the Additional Bonds among participants in DTC, Euroclear and Clearstream,
they are under no obligation to perform or to continue to perform such procedures, and may
discontinue such procedures at any time. Neither the Company nor the Mortgage Tiustee nor any of
their respective agents will have any responsibility for the performance by DTC, Euroclear or
Clearstream or their respective Participants or Indirect Participants of their respective obligations under
the rules and procedures governing tlreir operations.
Any redemption notices will be sent to Cede & C.o. as the registered holder of the Additional
Bonds. If less than all of the Additional Bonds are being redeemed, DTC's practice is to determine by
lot the amount of the interest of each Direct Participant in such issue.
Neither DTC nor Cede & C.o. (nor any other DTC nominee) will consent or vote with respect to
Additional Bonds unless authorized by a direct Participant in accordance with DTC's procedures.
Under its usual procedures, DTC mails an omnibus prory (the "Omnibus Prory") to the Mortgage
Thrstee after the record date. The Omnibus Prory assigns Cede & Co.'s consenting or voting rights to
those direct Participants to whose accounts those Additional Bonds are credited on the record date
(identified in a listing attached to the Omnibus Prory).
12
PLAI\ OF DISTRIBUTION
We may sell the Securities through underwriters, dealers or agents, or directly to one or more
purchasers. The prospectus supplement with respect to the Securities being offered will set forth the
specific terms of the offering of those Securities, including the name or names of any underwriters,
dealers or agents, the purchase price of those Securities and the proceeds to us from the sale, any
underwriting discounts, agency fees and other items constituting underwriters' or agents' compensation,
any initial public offering price and any discounts or concessions allowed or reallowed or paid to
dealers.
If we use underwriters to sell Securities, we will enter into an underwriting agreement with the
underwriters. Those Securities will be acquired by the underwriters for their own account and may be
resold from time to time in one or more transactions, at a fixed public offering price, at market prices
prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices.
The underwriter or underwritcrs with respect to a particular underwritten offering of Securities will be
named in the prospectus supplement relating to that offering and, if an underwriting syndicate is used,
the managing underwriter or underwriters will be set forth on the cover page of the prospectus
supplement, Any undenrriting compensation paid by us to the underwriters or agents in connection
with an offering of Securities, and any discounts, concessions or commissions allowed try underwriters
to dealers, will be set forth in the applicable prospectus supplement to the extent required by
applicable law. Unless otherwise set forth in the prospectus supplement, the obligations of the
underwriters to purchase the Securities will be subject to specific conditions, and the underwriters will
be obligated to purchase all of the offered Securities if any are purchased.
If a dealer is used in the sale of any Securities, we will sell those Securities to the dealer, as
principal. The dealer may thcn resell the Securities 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 particular offering of Securities
and any discounts or concessions allowed or reallowed or paid to the dealer will be set forth in the
prospectus supplemcnt relating to that offering.
The Securities may be sold directly by us or through agents designated by us from time to time.
We will describe the terms of any dircct sales in a prospectus supplement. Any agent, who may be
deemed to be an underwriter as that term is defined in the Securities Act of 1933, as amended (the
"Securities Act"), involved in the offer or sale of any of the Securities will be named, and any
commissions payable by us to the agent will be set forth, in the prospectus supplement relating to that
offer or sale. Unless otherwise indicated in the prospectus supplement, any agent will be acting on a
reasonable best efforts basis for the period of its appointment.
In connection with a particular underwritten offering of Securities, and in compliance with
applicable law, the undenrriters may engage in transactions that stabilize, maintain or otherwise affect
the prices of the classes or series of Securities offered, including stabilizing transactions and syndicatc
covering transactions. These activities may stabilize, maintain or other,wise 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 activitics, if any, will be set
forth in the prospectus supplement relating to that offering.
Underwriters, dealers or agents and their associates may be customers of, engage in transactions
with or perform services for us and our affiliates in the ordinary course of business.
We will indicate in a prospectus supplement the extent to which we anticipate that a secondary
market for the Securities will be available. Unless we inform you otherwise in a prospectus supplement,
we do not intend to apply for the listing of any series of the Securities on a national securities
exchange. If the Securities of any series are sold to or through underwriters, the underwriters may
make a market in such Securities, as permitted by applicable laws and regulations. No underwriter
13
would be obligated, however, to make a market in the Securities, and any market-making could be
discontinued at any time at the sole discretion of the underwriters. Accordingly, we cannot assure you
as to the liquidity of, or trading markets for, the Securities of any series.
Underwriten, dealers and agents participating in the distribution of the Securities may be deemed
to be "underwriters" within the meaning of, and any discounts and commissions received by them and
any profit realized by them on resale of those Securities may be deemed to be underwriting discounts
and commissions under, the Securities Act. Subject to some conditions, we may agree to indemn$ the
several underwriters, dealers or agents and their controlling persons against specific civil liabilities,
including liabilities under the Securities Act, or to contribute to payments that person may be required
to make in respect thereof.
During such tirne as we may be engaged in a distribution of the securities covered by this
prospectus we are required to comply with Regulation M promulgated under the Exchange Act. With
certain exceptions, Regulation M precludes us, any affiliated purchasers and any broker-dealer or other
pe$on who participates in such distributing from bidding for or purchasing, or attempting to induce
any person to bid for or purchase, any security which is the subject of the distribution until tle entire
distribution is complete. Regulation M also restricts bids or purchases made in order to stabilize the
price of a security in connection with the distribution of that security. All of the foregoing may affect
the marketability of our securities.
LEGAL MATTERS
The validity of the Securities will be passed upon for us by Perkins Coie LLI counsel to the
Company, 1120 N.W Couch Street, Tenth Floor, Portland, Oregon 97?n9,
EXPERTS
The consolidated financial statements incorporated in this Prospectus by reference from
PacifiCorp's Annual Report on Form 10-K for the year ended December 3L, 2009, have been audited
by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report,
which is incorporated herein by refbrence. 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 2(X)9, June 30, 2010 and 2009 and September 30, 2010 and 2009,
which is incorporated herein by reference, Deloitte & Touche LLP, an independent registered public
accounting firm, have applied limited procedures in accordance with the standards of the Public
Company Accounfing Oversight Board (United States) for a review of such information. However, as
stated in their reports included in PacifiCorp's Quarterly Reports on Form 10-Q for the quarterly
periods ended March 37,20L0, June 30,2010 and September 30,2fi10 and incorporated by reference
herein, they did not audit and they do not express an opinion on that interim consolidated financial
infbrmation. 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 liability provisions of Section 11 of the Securities Act of t933 for their reports on the
unaudited interim financial information because those reports are not "reports" or a "part" of the
registration statement prepared or certified by an accountant within the meaning of Sections 7 and 11
of the Act.
14
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$300,000,000 First Mortgage Bonds
2.95Vo Series Dae 2023
loint Book-Running Managers
Scotiabank Wells Fargo Securities
Co-Managers
CIBC
RBC Capital Markets
KeyBanc Capital Markets
US Bancorp
uPnclFrcoRP\ A MTDAMEHEAN ENERGY HOUXNGS OOMPANY
PROSPECTUS SUPPLEMENT
June 3, 2013
RBS
Barclays
Mitsubishi UFJ Securities
-
Underwriting Agreement
EXECUTION VERSION
PACIF'ICORP
$300,000,000
First Mortgage Bonds
2.95o/o Series Due 2023
UNDERWRITING AGREEMENT
June 3,2013
RBS SECURITIES INC.
SCOTIA CAPITAL (USA) INC.
WELLS FARGO SECURITIES, LLC
As Representatives (the "Representatives") of the several Underwriters listed
In Schedule A hereto
clo
RBS Securities Inc.
600 Washington Boulevard
Stamford, CT 06901
Attn: Debt Capital Markets Syndicate
Ladies and Gentlemen:
l. Introductory. PacifiCorp, an Oregon corporation (the "Compotry"), proposes, subject to
the terms and conditions stated herein, to issue and sell to the several underwriters listed in Schedule A
hereto (the "Underwriters") (i) U.S. $300,000,000 principal amount of its First Mortgage Bonds, 2.95%
Series due 2023 (the "Offered Securities") to be issued under that certain Mortgage and Deed of Trust,
dated as of January 9,1989, with The Bank ofNew York Mellon Trust Company, N.A., as successor
trustee (the "Trustee"), as heretofore amended and supplemented by the supplemental indentures thereto
and as further amended and supplemented by a supplemental indenture dated as of June 1,2013
(collectively, the "Mortgage") pursuant to the registration statement on Form S-3 (File No. 333-170954)
filed on December 3,2010, as amended to date (the "Initial Registration Statement"). The Mortgage
has been qualified under the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), and
the rules and regulations of the Securities and Exchange Commission (the "Commission") under the
Trust Indenture Act. The United States Securities Act of 1933, as amended, is herein referred to as theo'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 Company represents and warrants
to, and agrees with, the several Underwriters that:
(a) The Initial Registration Statement in respect of the Offered Securities 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
NrY\57%949.4
Underwriters 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 Securities that is filed
with the Commission and deemed by virtue of Rule 4308 under the Securities 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
Statementr" together with the Initial Registration Statement, the "Registration Statemenf'),
filed pursuant to Rule 462(b) under the Securities Ac! which, if so filed, became effective upon
filing, no other document with respect to the Initial Registration Statement or any document
incorporated by reference therein has heretofore been filed or transmitted for filing with the
Commission with respect to the offering contemplated by the Initial Registration Statement (other
than documents filed after the filing date of the Initial Registration Statement under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and prospectuses filed pursuant to
Rule 424(b) of the Rules and Regulations, each in the form heretofore delivered to the
Underwriters); 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 Securities has been prepared by
the Company and a final prospectus relating to the Offered Securities will be prepared by the
Company in accordance with Section 5(a) hereto. Such preliminary prospectus (including the
documents incorporated by reference therein) is hereinafter referred to as the "Preliminary
Prospectus;" such final prospectus relating to the Offered Securities to be filed 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 of the Applicable Time (as defined below), when
considered together with the final term sheet filed pursuant to Section 5(a) hereof (the
"Disclosure Package"), as of the Applicable Time did not include any untrue 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 will not include any untrue
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;
and each Issuer Free Writing Prospectus (as defined in Rule 433 under the Securities Act) listed
on Schedule B(ii) hereto does not conflict 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 of the
Applicable Time, did not include any untrue statement of a material fact or omit to state any
material fact necessary in orderto make the statements therein, in the light of the circumstances
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 written information furnished to the
Company by the Underwriters 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 purposes of this
Agreement, the "Applicable Time" is 4:15 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 bonafide offer (within the meaning of Rule 164(hX2) under the Act) of the
r{Y\5796949.4
Offered Securities, the Company was not an "ineligible issuer" as defined in Rule 405 under the
Securities Act.
(c) The Registration Statement and the Prospectus conform, and any further
amendments or supplements to the Registration Statement or the Prospectus when made will
conform, in all material respects to the requirements of the Securities Act and the Rules and
Regulations and the Registration Statement conforms, and any further amendments or
supplements to the Registration Statement when made will conform, in all material respects to the
requirements of the Trust Indenture Act, and the rules and regulations of the Commission
thereunder. The Registration Statement, as of the applicable effective date, and any amendments
thereto as of the Closing Date did not and will not contain an untrue 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 of
the Closing Date, does not and will not contain an untrue 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
properties 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
properties 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 a whole (a "Material
Adverse Effect").
(e) The Mortgage has been duly authorized, executed and delivered by the
Company, and constitutes a valid and legally binding instrument of the Company enforceable
against the Company in accordance with its terms, except as limited by bankruptcy, insolvency,
fraudulent 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.
(f) 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, will constitute valid and legally binding obligations of the Company enforceable against
the Company in accordance with their terms, except as limited by bankruptcy, insolvency,
fraudulent 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 will 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.
(g) No consent, approval, authorization or order of or filing or registration by the
Company with, any court, governmental agency or third party 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
I$Y\s7%949.4
offering of the Offered Securities as described in the Disclosure Package and the Prospectus,
except such as have been obtained or made.
(h) This Agreement 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 accordance with its terms, except as limited by bankruptcy, insolvency, fraudulent
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 subject to any principles of public policy limiting the right to enforce the
indemnification and contribution provisions contained herein.
(i) 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 sufficient
leasehold interest in all ofthe properties described as leased by it (the "Properties"), subject to
minor defects and irregularities customarily found in properties of like size and character that do
not materially impair the use of the property affected thereby in the operation of the business of
the Company.
0) The Company is not (i) in violation of its Articles 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
instrument to which it is a party 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 will conflict with, or result in a breach ol or constitute a
default under (x) the Articles or such Bylaws, or any material contract, agreement or other
instrument to which it is now a party 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 jurisdiction over the Company or over
its properties, the effect of which, singly or in the aggregate, would have a Material Adverse
Effect.
(k) Except as disclosed in the Disclosure Package and the Prospectus, there are no
legal or govemmental 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.
0) The consolidated financial statements included or incorporated by reference in
the Disclosure Package and the Prospectus present fairly the financial condition and operations of
the 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 certain audited financial statements of the Company,
is an independent registered public accounting firm as required by the Act and the Regulations
thereunder.
I\rY\5796949.4
(m) Except for the redemption of $4,190,800 of 5.00% serial preferred stock on May
24, 2013 and the redemption of $ I 7,000,000 of tax-exempt bonds on June 3, 2013, and 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 of the Company (other than
changes arising from transactions in the ordinary course of business), or any material adverse
change in the business, affairs, business prospects, property 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.
(n) The Company (i) makes and keeps books, records, and accounts, which, in
reasonable detail, accurately and fairly reflect the transactions and dispositions ofthe assets ofthe
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 (a) the recorded accountability for assets is compared with
the existing assets at reasonable intervals and appropriate action is taken with respect to any
differences.
(o) There is and has been no failure on the part of the Company or, to the knowledge
of the Company, any of the Company's directors or executive officers in their respective
capacities as such, to comply in all material respects with the provisions of the Sarbanes-Oxley
Act of 2002 and the rules and regulations promulgated in connection therewith.
(p) The Company (i) is in compliance with any and all applicable U.S. federal, state
and local laws and regulations relating to the protection of human health, safety, and the
environment or hazardous or toxic substances or wastes, pollutants or contaminants
('oEnvironmental Laws") and (ii) has received and is in compliance with all permits, licenses or
other approvals required of it under applicable Environmental Laws to conduct its respective
businesses, except where such non-compliance with Environmental Laws, failure to receive
required permits, licenses or other approvals, or liability either (x) would not be reasonably likely
to have a Material Adverse Effect, or (y) is set forth in or contemplated in the Disclosure Package
and the Prospectus (exclusive of any supplement thereto).
(q) The interactive data in eXtensible Business Reporting Language included or
incorporated by reference in the Registration Statement fairly presents the information called for
in all material respects and has been prepared in accordance with the Commission's rules and
guidelines applicable thereto.
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 Underwriters, and the Underwriters agree, severally and not jointly, to
purchase from the Company at a purchase price of 99.25%o of the principal amount thereof plus accrued
interest, if any, from June 6,2013 to the Closing Date (as hereinafter defined), the respective principal
I\ry\5796949.4
amounts of the Offered Securities set forth opposite the names of the several Underwriters in Schedule A
hereto.
The Company will deliver against payment of the purchase price for the Offered Securities to be
purchased by each Underwriter hereunder and to be offered and sold by such 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 Securities will be held only in book-
entry form through DTC, except in the limited circumstances described in the Disclosure Package and the
Prospectus.
Payment for the Offered Securities shall be made by the Underwriters in Federal (same day)
funds by wire transfer to an account at a bank acceptable to the Underwriters drawn to the order of the
Company at 10:00 A.M., (New York time), on June 6,2013, or at such other time not later than seven full
business days thereafter as the Underwriters and the Company determine, such time being herein referred
to as the "Closing Dater" against delivery to the Trustee as custodian for DTC of the Global Securities.
The Global Securities will be made available for checking at the office of Latham & Watkins LLP, 885
Third Avenue, New York, NY 10022, at least 24 hours prior to the Closing Date.
4. Representations by Underwriters; Resale by Underwriters. Each of the Underwriters
severally represents and agrees that:
(a) (i) It has only communicated or caused to be communicated (and will only
communicate or cause to be communicated) an invitation or inducement to engage in investment
activity (within the meaning of Section 2l 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(l) of the FSMA does not apply to the Companyt and (ii) it has
complied and will comply with all applicable provisions of the 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 European Economic Area which has
implemented the Prospectus Directive (each, a "Relevant Member State"), with effect from and
including the date on which the Prospectus Directive is implemented in that Relevant Member
State (the o'Relevant Implementation Date"), it has not made and will not make an offer of the
Offered Securities to the public in that Relevant Member State, other than: (i) to any legal entity
which is a qualified investor as defined in the Prospectus Directive; (ii) to fewer than 100 or, if
the Relevant Member State has implemented the relevant provision of the 2010 PD Amending
Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus
Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of
the relevant Dealer or Dealers nominated by the Company for any such offbr; or (iii) in any other
circumstances falling within Article 3(2) of the Prospectus Directive; provided that no such offer
of the Offered Securities shall require the Company or any Underwriter to publish a prospectus
pursuant to Article 3 of the Prospectus Directive. For the purposes of this provision, the
expression an "offer of the Offered Securities to the public" in relation to the Offered Securities
in any Relevant Member State means the communication in any form and by any means of
sufficient 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 Securities, as the same may be
varied in that Member State by any measure implementing the Prospectus Directive in that
Member State and the expression Prospectus Directive means Directive 2003l7llEC (and
amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in
I{Y\s796949.4
that:
the Relevant Member State) and includes any relevant implementing measure in each Relevant
Member State and the expression "2010 PD Amending directive" means Directive 20101731EU.
(c) 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 will not make any offer relating to the Offered Securities that would constitute
an issuer free writing prospectus or a free writing prospectus required to be filed 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 filed pursuant to
Section 5(a) hereof) is listed on Schedule B hereto.
5. Certain Agreements of the Company. The Company agrees with the several Underwriters
(a) It will prepare the Prospectus in a form approved by you and to file 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
further amendment or any supplement to the Registration Statement, or the Prospectus prior to the
Closing Date that shall be reasonably disapproved by you promptly after reasonable notice
thereof; to advise you, promptly after it receives notice thereof of the time when any amendment
to the Registration Statement has been filed or becomes effective or any amendment or
supplement to the Prospectus has been filed and to furnish you with copies thereof; to prepare a
final term sheet, containing solely a description of the Offered Securities, in a form approved by
you and to file such term sheet pursuant to Rule 433(d) under the Securities Act within the time
required by such Rule; to file promptly all other material required to be filed by the Company
with the Commission pursuant to Rule 433(d) under the Securities Act; to file promptly all
reports and any definitive proxy or information statements required to be filed by the Company
with the Commission pursuant to Section l3(a), l3(c), 14 or l5(d) of the Exchange Act
subsequent to the date ofthe Prospectus and for so long as the delivery ofa prospectus (or in lieu
thereof, the notice referred to in Rule 173(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 Securities, of the
suspension of the qualification of the Offered Securities for offering or sale in any jurisdiction, 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 anotice 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 Securities by the
Underwriters (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 time, on the New York Business Day next
succeeding the date of this Agreement and from time to time, to furnish the Underwriters with
written and electronic copies of the Prospectus in New York City in such quantities as you may
reasonably request, and, ifthe delivery ofa prospectus (or in lieu thereof, the notice referred to in
Rule 173(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 offering or sale of the
I\rY\57%949.4
Offered Securities and if at such time any event shall have occurred as a result of which the
Prospectus as then amended or supplemented would include an untrue 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 173(a) under the Securities Act) is delivered, not misleading, or, if for
any other reason it shall be necessary during 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 notiff you and upon your request to file such document and to prepare and fumish without
charge to each Underwriter and to any dealer in securities as many written and electronic copies
as you may from time to time reasonably request of an amended Prospectus or a supplement to
the Prospectus that will 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 referred to in Rule 173(a) under the Securities Act) in connection with sales of any of the
Offered Securities 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 prepaxe and deliver to such Underwriter
as many written and electronic copies as you may request of an amended or supplemented
Prospectus complying with Section 10(aX3) of the Securities Act.
(c) To make generally available to its securityholders 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 158(c) under the Act), an eamings statement of the Company and its subsidiaries
(which need not be audited) complying with Section 11(a) of the Securities Act and the Rules and
Regulations thereunder (including, at the option of the Company, Rule 158).
(d) The Company will arrange for the qualification of the Offered Securities for sale
and the determination of their eligibility for investment under the laws of such jurisdictions in the
United States and Canada as the Underwriters designate and will continue such qualifications in
effect so long as required for the resale of the Offered Securities by the Underwriters, provided
that the Company will not be required to qualify as a foreign corporation, to file a general consent
to service of process in any such jurisdiction or to take any other action that would subject the
Company to service of process in any suits (other than those arising out of the offering of the
Offered Securities) or to taxation in respect of doing business in any jurisdiction in which it is not
othenvise subject.
(e) The Company will 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) incurred in connection with qualification of the Offered Securities
for sale and determination of their eligibility for investment under the laws of such jurisdictions
as the Underwriters 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 Securities, 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 Securities, 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
Nn157%949.4
amendments and supplements thereto) to the Underwriters. Except as otherwise provided in this
Section 5(e) or in Section 9 of this Agreement, the Underwriters will pay all of their costs and
expenses, including fees and expenses oftheir counsel, transfer taxes on the resale ofthe Offered
Securities and any advertising and travel expenses incurred by them.
(0 In connection with the offering, until the earlier of (i) 180 days following the
Closing Date and (ii) the date the Underwriters shall have notified the Company of the
completion of the resale of the Offered Securities, neither the Company nor any of its affiliates
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 affiliates will make
bids or purchases for the purpose of creating actual, or apparent, active trading in, or of raising
the price of, the Offered Securities.
(g) From the date hereof through and including the Closing Date, the Company will
not, without the prior written consent of the Representatives, offer, sell, contract to sell, pledge or
otherwise dispose of, directly or indirectly, or file 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.
(h) If the Company elects to rely upon Rule 462(b), the Company shall file a
Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) by
l0:00 P.M., Washington, D.C. time, on the date of this Agreement, and the Company shall at the
time of filing either pay to the Commission the filing fee for the Rule 462(b) Registration
Statement or give irrevocable instructions for the payment of such fee pursuant to Rule 111(b)
under the Act.
(i) The Company (i) represents and agrees that, other than the final term sheet
prepared and filed pursuant to Section 5(a) hereof without the prior consent of the
Representatives, it has not made and will not make any offer relating to the Offered Securities
that would constitute a "free writing prospectus" as defined 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.
6. Conditions of the Obligations of the Underwriters. The obligations of the several
Underwriters to purchase and pay for the Offered Securities will be subject to the accuracy of the
representations and warranties on the part of the Company herein, to the accuracy of the statements of
officers 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
Securities shall have been filed with the Commission pursuant to Rule 424(b) within the
applicable time period prescribed for such filing (without reliance on Rule 424(bX8) 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
NrY\57%949.4
threatened by the Commission; and all requests for additional information on the part of the
Commission shallhave been complied with.
(b) (i) On the date hereof, Deloitte & Touche LLP shall have furnished to the
Underwriters a letter, dated as of the date hereof, in form and substance satisfactory to the
Underwriters, 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:
(A) in their opinion the financial statements examined by them and
incorporated by reference in the Preliminary Prospectus 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
responsibility for financial and accounting matters and other specified
procedures, nothing came to their attention that caused them to believe that:
(1) at the date ofthe 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 accountantso there was any
decrease in total 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 April 30, 2013, 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 the latest balance sheet incorporated by
reference in the Preliminary Prospectus; or
(4) for the period from March 31,2013 to April 30, 2013, 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 Preliminary 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
l0
I\ry\5796949.4
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 otherwise specified in
such letter.
(ii) The Underwriters shall have received a letter, dated the Closing Date, of
Deloitte & Touche LLP which meets the requirements of subsection (b)(i) of this Section, except
that (A) the specified date referred to in such subsection will 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 will be replaced with references to the Prospectus.
(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,
properties or results of operations of the Company and its subsidiaries taken as a whole, which, in
the judgment of the Representatives, is material and adverse 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 securities or preferred stock of the
Company by any "nationally recognized statistical rating organizalion" (as such term is defined in
Section 3 of the Exchange Act), or any public announcement that any such organization has under
surveillance or review its rating of any debt securities or preferred stock of the Company (other
than an announcement with positive implications of a possible upgrading, and no implication of a
possible downgrading, of such rating); (iii) any material suspension or material limitation of
trading in securities generally on the New York Stock Exchange, or any setting of minimum
prices for trading 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 banking moratorium
declared by U.S. Federal or New York authorities; (vi) any material disruption in settlements of
securities or clearance services in the United States; or (vii) any attack 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 attack, 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 Securities.
(d) The Underwriters shall have received an opinion, dated the Closing Date, of
Mark C. Moench, General Counsel of the Company, substantially in the form of Exhibit A hereto.
(e) The Underwriters shall have received an opinion, dated the Closing Date, of
Perkins Coie LLP, special counsel to the Company, in substantially the form of Exhibit B hereto.
(0 The Underwriters shall have received from Latham & Watkins LLP, counsel for
the Underwriters, such opinion or opinions, dated the Closing Date, in form 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 LLP referred to
above.
(g) The Underwriters shall have received a certificate, dated the Closing Date, of the
President or any Vice President and a principal financial or accounting officer of the Company in
which such officers, to the best of their knowledge after reasonable investigation, shall state that:
(i) the representations and warranties of the Company in this Agreement are true and correct, or
true and correct in all material respects where such representations and warranties are not
u
Nt'r\5796949.4
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, nor any 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.
The Company will (i) furnish the Underwriters with such conformed copies of such opinions,
certificates, letters and documents as the Underwriters reasonably request. The Underwriters may waive
compliance with any conditions to their obligations hereunder.
7. Indemni/ication and Contribution (a) The Company will indemniff and hold harmless
each Underwriter, its paxtners, members, directors and officers and each person, if any, who controls such
Underwriter within the meaning of Section 15 of the Securities Act, against any losses, claims, damages
or liabilities, joint or several, to which such Underwriter may become subject, under the Securities 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 untrue statement or alleged untrue 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" filed or
required to be filed 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 of the 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 perform its
obligations under Section 5(a) of this Agreement, and will reimburse each Underwriter for any legal or
other expenses reasonably incurred by such Underwriter in connection with investigating or defending
any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that
the Company will 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 untrue statement or alleged untrue statement in or omission or alleged
omission from any of such documents in reliance upon and in conformity with written information
furnished to the Company by the Representatives on behalf of the Underwriters 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
asserting any such losses, claims, damages or liabilities (or actions in respect thereof), in connection with
clauses (i) through (iii) below, purchased Offered Securities, or any person controlling such Underwriter,
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 June 3,2073, contains an untrue statement of material 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.
NY\s796949.4
12
(b) Each Underwriter will severally and not jointly indemnify and hold harmless the
Company, its directors and officers and each person, if any, who controls the Company within the
meaning of Section l5 of the Securities Act, against any losses, claims, damages or liabilities to which the
Company may become subject, under the Securities 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
untrue statement or alleged untrue 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 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 Registration 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 untrue statement or alleged untrue statement or omission or alleged omission was made in reliance
upon and in conformity with written information furnished to the Company by the Representatives on
behalf of the Underwriters specifically for use therein, and will reimburse any legal or other expenses
reasonably incurred by the Company in connection with investigating or defending any such loss, claim,
damage, liability or action as such expenses are incurred, it being understood and agreed that the only
such information furnished by any Underwriter consists of the following information in the Preliminary
Prospectus and Prospectus furnished on behalf of each Underwriter: under the caption "Underwriting,"
paragraphs 3, 4 (second sentence only), 5 and 6; provided, however, that the Underwriters shall not be
liable for any losses, claims, damages or liabilities 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 party under this Section of notice of the
commencement of any action, such indemnified party will, if a claim in respect thereof is to be made
against the indemniffing party under subsection (a) or (b) above, notify the indemnifying party of the
commencement thereof; but the omission so to notify the indemniffing party will not relieve it from any
liability which it may have to any indemnified party 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 notifr the indemni$ing parly shall
not relieve it from any liability that it may have to an indemnified party otherwise than under subsection
(a) or (b) above. In case any such action is brought against any indemnified party and it notifies the
indemnifuing parry of the commencement thereof the indemnifying parry will be entitled to participate
therein and, to the extent that it may wish, jointly with any other indemnifuing party similarly notified, to
assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not,
except with the consent of the indemnified party, be counsel to the indemni$ing party), and after notice
from the indemnifyingpar! to such indemnified party of its election so to assume the defense thereof, the
indemnifying party will not be liable to such indemnified party under this Section for any legal or other
expenses subsequently incurred by such indemnified party in connection with the defense thereof other
than reasonable costs of investigation; provided, however, that the indemnified party shall have the right
to employ counsel to represent the indemnified party and their respective controlling persons who may be
subject to liability arising out of any claim in respect of which indemnity may be sought by the
indemnified parly against the indemnifying party under this Section 7 if the employment of such counsel
shall have been authorized in writing by the indemnifying party in connection with the defense of such
action, if in the written opinion of counsel to either the indemnifring parly or the indemnified party,
representation of both parties by the same counsel would be inappropriate due to actual or likely conflicts
of interest between them or the indemniffing party 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 ofone local counsel in each applicablejurisdiction) shall be paid by the
indemnifying party. No indemniffing party shall, without the prior written consent of the indemnified
party (which consent shall not be unreasonably withheld), effect any settlement of any pending or
Nn157%e49.4
l3
threatened action in respect of which any indemnified party is or could have been a party and indemnity
could have been sought hereunder by such indemnified party unless such settlement (i) includes an
unconditional release of such indemnified party from all liability 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 parly.
(d) If the indemnification provided for in this Section is unavailable or insufficient to
hold harmless an indemnified party under subsection (a) or (b) above, then each indemniffing party shall
contribute to the amount paid or payable by such indemnified party 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 offering of the Offered Securities 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
Underwriters on the other in connection with the statements or omissions which resulted in such losses,
claims, damages or liabilities as well as any other relevant equitable considerations. The relative benefits
received by the Company on the one hand and the Underwriters 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 Offered
Securities received by the Company bear to the total discounts and commissions received by the
Underwriters with respect to the Offered Securities from the Company under this Agreement. The relative
fault shall be determined by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a material fact relates to
information supplied by the Company or the Underwriters and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such untrue statement or omission. The
amount paid by an indemnified party 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
incurred by such indemnified party 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 contribute any amount in excess of the amount by which the total price at
which the Offered Securities 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 untrue statement or
omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of
Section l1(f) of the Act) shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. The Underwriters' obligations in this subsection (d) to contribute are
several in proportion to their respective purchase obligations and notjoint.
(e) The obligations of the Company under this Section shall be in addition to any
liability which the Company may otherwise have and shall extend, upon the same terms and conditions,
to each person, if any, who controls any Underwriter within the meaning of the Securities Act or the
Exchange Act; and the obligations of the Underwriters under this Section shall be in addition to any
liability 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 Securities Act or
the Exchange Act.
8. Default of Underwriters. If any Underwriter or Underwriters defaults in its or their
obligations to purchase the Offered Securities hereunder and the aggregate principal amount of the
Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does
not exceed l0%o of the total principal amount of the Offered Securities, the non-defaulting Underwriters
may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other
persons, including themselves, but if no such arrangements are made by the Closing Date, the non-
defaulting Underwriters shall be obligated severally, in proportion to their respective commitments
14
NrY\57%949.4
hereunder, to purchase the Offered Securities that such defaulting Underwriter or Underwriters agreed but
failed to purchase. If any Underwriter or Undenvriters so defaults and the aggregate principal amount of
the Offered Securities with respect to which such default or defaults occur exceeds l0% of the total
principal amount of the Offered Securities and arrangements satisfactory to the non-defaulting
Underwriters and the Company for the purchase of such Offered Securities by other persons are not made
within 36 hours after such default, this Agreement will terminate without liability on the part of the non-
defaulting Underwriters or the Company, except as provided in Section 9. As used in this Agreement, the
term "Underwriter" includes any person substituted for an Underwriter under this Section. Nothing
herein, including the Company's obligations pursuant to Section t hereof, will relieve a defaulting
Underwriter from liability for its default.
9. Survival of Certain Representations and Obligations. The respective indemnities,
agreements, representations, warranties and other statements of the Company or its officers and of the
several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect,
regardless of any investigation, or statement as to the results thereof, made by or on behalf of any
Underwriter, the Company or any of their respective representatives, officers or directors or any
controlling person, and will survive 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
Underwriters is not consummated 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 Underwriters 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 occurrence of any event
specified in clause (iii), (v), (vi) or (vii) of Section 6(c), the Company will reimburse the Underwriters for
all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in
connection with the offering of the Offered Securities, provided that the Company shall not be obligated
under this Section 9 to reimburse the Underwriters for any expenses (including any reasonable fees and
disbursements of counsel) in excess of $210,000.
10. No Fiduciary Duty. The Company acknowledges and agrees that in connection with
this offering or any other services the Underwriters may be deemed to be providing hereunder,
notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral
representations or assurances previously or subsequently made by the Underwriters: (i) no fiduciary or
agency relationship between the Company and any other person, on the one hand, and the Underwriters,
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; (iii) any duties ahd
obligations that the Underwriters may have to the Company in connection with the offering of the Offered
Securities shall be limited to those duties and obligations specifically stated herein; and (iv) the
Underwriters and their respective affiliates 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 will be performed solely for the benefit of the Underwriters and not on behalf
of the Company. The Company hereby waives any claims that the Company may have against the
Underwriters with respect to any breach of fiduciary duty in connection with this offering.
ll. Notices. All communications hereunder will be in writing and, if sent to the
Underwriters, will be mailed, delivered or faxed and confirmed to each of (i) RBS Securities Inc., 600
Washington Boulevard, Stamford, CT 06901, Facsimile number: 203-873-4534, Attn: Debt Capital
Markets Syndicate, (ii) Scotia Capital (USA) Inc., One Liberty Plaza, New York, NY 10006 and (iii)
Wells Fargo Securities, LLC, 301 S. College Street, Charlotte, NC 28288, Facsimile number: 704-383-
l5
Nry\5796949.4
9165, Attn: Transaction Management or, if sent to the Company, will be mailed, delivered or telegraphed
and confirmed to it at PacifiCorp, 825 NE Multnomah, 6th Floor, Portland, OR97232, Attention: Legal
Department; provided, however, that any notice to a particular Underwriter pursuant to Section 7 will be
mailed, delivered or faxed and confirmed to such Underwriter.
72. Successors. This Agreement will inure to the benefit of and be binding upon the parties
hereto and their respective successors and the controlling persons referred to in Section 7, and no other
person will 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 conflicts of laws.
The Company hereby submits to the exclusive jurisdiction of the Federal and state courts 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.
lSignatures followl
rvY\57%949.4
16
If the foregoing is in accordance with the Underwriters' understanding of our agreement kindly
sign and return to us one of the counterparts hereof, whereupon it will become a binding agreement
between the Company and the several Underwriters in accordance with its terms.
Very truly yours,
PacifiCorp
,r. -(1*"^- rt..l L^l^.Q0-^-
Name:
Title:
(J nderwriting A gre eme nt)
The foregoing Underwritiug Agreement
is hereby confinned and accepted
as of dre date first above writtcn.
RBS $ecurities lnc.
,,,
Nanre: Otcwr,J*; 6wo-lu*ritre; W,y C;n*r
Scotia
By:
Capital (USA) Inc.
Namo:
Title:
Wells Fqgo Securities; LLC
By:
On behalf ofthernselves and as Reprtsonhtives ofthe several Undmrrirers
Name:
Title:
(Underr?r lttng Agrement)
The foregoing Underwriti ng Agreament
is hereby confirmed and*cceyt*d
as of the date first above writton.
RBS Securities lnc.
By".
Name:
Title:
Scotia
B:y:
Name:f*u* 4te&Irifle:p624*rVprffi
Wells
By:
Name:
Title:
Fargo Securities,LLC
On behalf of themselves and ss Representatives ofthe several Underrvriters
{U n d*wri t ing A gre em e nt}
The foregoing Undenrriting Agreement
is hereby confirmed and accepted
as of the date first above written.
RBS Securities [nc.
By:
Name:
Tiile:
Scotia
By:
Name:
Title:
Capital (USA) Inc.
Wells Fargo Securities, LLC
By:
Name:
Title:Director
On behalf of themselves and as Representatives of the several Undenrriters
(Under-n ritin g A gre eme nt)
SCHEDULE A
Underwriter
RBS SECURITIES INC.
SCOTIA CAPITAL (USA) INC.
WELLS FARGO SECURITIES, LLC
BARCLAYS CAPITAL INC.
CIBC WORLD MARKETS CORP.
KEYBANC CAPITAL MARKETS INC.
MITSUBISHI UFJ SECURITIES (USA), INC.
RBC CAPITAL MARKETS, LLC
U.S. BANCORP INVESTMENTS, INC.
Total
Principal Amount
of
Bonds
$75,000,000
s75,000,000
s75,000,000
$10,020,000
$9,990,000
$9,990,000
$15,000,000
$9,990,000
$20,010,000
s300,000,000
NfY\5796949.4
SCHEDULE B(i)
Issuer Free Writing Prospectuses
See Schedule B(ii)
NY\57%%9.4
Issuer:
Security Type:
Legal Format:
Principal Amount:
Coupon:
Interest Payment Dates:
Trade Date:
Settlement Date:
Maturity:
Treasury Benchmark:
US Treasury Spot:
US Treasury Yield:
Spread to Treasury:
Re-offer Yield:
Price to Public (Issue Price):
Optional Redemption:
Denominations:
Joint Book-Running Managers:
Co-Managers:
I\n15796949.4
SCHEDULE B(ii)
Filed pursuant to Rule 433(d)
Registration No. 333-170954
Dated June 3,2013
FINAL TERM SHEET
PacifiCorp
First Mortgage Bonds due2023
SEC Registered
$300,000,000
2.95%
Semi-annually on June I and December l, commencing on December 1,
2013
June 3,2013
June 6,2013 (T+3)
Jlur:re 1,2023
UST 1.75% due May 15,2023
96-1 8
2.135%
+85 basis points
2.985o/o
99.7 00% of principal amount
Prior to March 1,2023, Make Whole Call at T+15 basis points. On or
after March 1,2023,100% of the principal amount plus accrued and
unpaid interest
$2,000 and any integral multiples of $1,000 in excess thereof
RBS Securities Inc.
Scotia Capital (USA) Inc.
Wells Fargo Securities, LLC
Barclays Capital Inc.
CUSIP/ISTN:
CIBC World Markets Corp.
KeyBanc Capital Markets Inc.
Mitsubishi UFJ Securities (USA), Inc.
RBC Capital Markets, LLC
U.S. Bancorp Investments, Inc.
695114 CQ9 / US695l r4CQ99
The issuer has filed a registration statement (including a prospectus) with the U.S. Securities 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 filed 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 r+r,vw.sec.gov. Altematively, the issuer, any
underwriter or any dealer participating in the offering will arrange to send you the prospectus if you
request it by calling RBS Securities Inc. at l-866-884-2071, Scotia Capital (USA) Inc. at 1-800-372-3930
or Wells Fargo Securities, LLC at l-800-326-5897.
I\ry\57%949.4
EXHIBIT A
Form of Opinion of Mark C. Moench, General Counsel of the Company
1. To my knowledge and except for the matters disclosed in the Disclosure Package, there is no
legal or govemmental action, suit or proceeding before any court, 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, properly or financial condition of the Company and its subsidiaries taken as a whole or a
material adverse effect on the ability of the Company to perform its obligations under the Underwriting
Agreement, the Mortgage or the Bonds.
2. The execution, delivery and performance of the Underwriting Agreement 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 will not (A) conflict with the Articles of Incorporation or ByJaws of the Company, (B) to my
knowledge, conflict 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, indenture or other instrument to which the Company is a party, or by
which the Company is bound or to which any of its properties 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 govemmental 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, property
or financial condition of the 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 Securities Act, the Trust Indenture 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 registration by the Company with, any court,
governmental agency or third party is required in connection with the execution, delivery and
performance by the Company of the Underwriting Agreement and the Mortgage, the consummation of the
transactions contemplated herein and therein, and the issuance, distribution and sale of the Bonds as
contemplated therein, in each case where the effect of the failure to obtain such approval, authorization,
consent or order, or make such filing, is material to the Company.
4. The Company has good and sufficient title to the Properties subject to the Mortgage, which
include substantially all of the permanent physical properties and franchises of the Company (other than
those expressly excepted), subject only to Excepted Encumbrances and defects and irregularities
customarily found in properties of like size and character that, in my opinion, do not materially impair the
use of the property 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 of the Mortgage, other than the exceptions
enumerated above in this paragraph 4.
NrY\57%949.4
EXHIBIT B
Form of Opinion of Perkins Coie LLP, special counsel to the Company
l. The Company is a corporation validly existing under the laws of Oregon, 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, attached as Schedule B(ii) to the
Underwriting Agreement and the Prospectus.
2. Based solely on the certificates attached as Schedule B, the Company is qualified to transact
business as a foreign corporation in [Arizona, Califomia Colorado, Idaho, Montana, New Mexico, Utah,
Washington and Wyomingl.
3. The Company has the corporate power and authority to enter into the Underwriting Agreement
and the Supplemental Indenture, to issue the Bonds and to consummate the transactions contemplated by
the Underwriting Agreement.
4. Each of the Underwriting Agreement and the Mortgage has been duly 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 Indenture Act of 1939, as amended (the
"Trust lndenture 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 Underwriting 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 pursuantto the Underwriting Agreement, will
constitute valid and binding obligations of the Company, enforceable against the Company in accordance
with their terms, and entitled to the benefits of the Mortgage.
8. The statements in the Preliminary Prospectus and the Prospectus under the captions "Description
of the Bonds" and "Description of Additional Bonds" insofar as they purport to summarize the provisions
of the Mortgage and the Bonds, fairly summarize such provisions in all material respects. The statements
in the Preliminary Prospectus and the Prospectus under the caption "Certain U.S. Federal Income Tax
Considerations," insofar as such statements purport to constitute summaries of United States federal
income tax law and regulations or legal conclusions with respect thereto, fairly summarize the matters
described therein in all material respects.
9. No approval, authorization, consent or order of, or filing with any governmental 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 Underwriting Agreement, the due
authorization, execution or delivery of the Underwriting 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 to have a
Material Adverse Effect and except (a) the registration of the Bonds with the Securities and Exchange
Commission (the "Commission") under the Securities Act pursuant to the Registration Statement and (b)
such as have been obtained or made.
r{y\s7%949.4
10. The Idaho Public Utilities Commission and the Public Utility Commission 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 filed a notice with
the Washington Utilities and Transportation Commission regarding the issuance and sale of the Bonds
that complies with the filing requirements of RCW 80.08.040 and WAC 480-100-242; the Company has
filed a notice of proposed securities issuance with the Idaho Public Utilities Commission regarding the
issuance and sale of the Bonds pursuant to Order No. 31018; and, together with certain exemptive orders
that have been issued by each of the Public Utilities Commission of the State of California the Public
Service 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 govemmental body legally
required in connection with the regulation of the Company as a public utility for the authorization of the
issuance of the Bonds by the Company pursuant to the terms of the Underwriting Agreement.
I l. The Registration Statement was declared immediately effective under the Securities Act on
December 3,2010; the Prospectus was filed with the Commission pursuant to Rule 424(b) on June [.],
2013 in a manner and within the time period required by Rule 424(b) under the Securities 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 Statement has been issued under the Securities Act
and, to our knowledge, no proceedings for that purpose have been initiated by the Commission.
12. The Registration Statement, as of its effective date, and the Preliminary Prospectus, as of its date,
including in each case the information deemed to be a part thereof pursuant to Rule 4308 under the
Securities Act, and the Prospectus, as ofits date, appear on their face to be appropriately responsive in all
material respects with the applicable requirements of the Securities 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 Registration
Statements, the Preliminary Prospectus or the Prospectus or Regulation S-T.
13. We have participated in conferences with officers and other representatives of the Company, you
and your representatives and representatives of the independent auditors of the Company at which the
contents of the Disclosure Package and the Prospectus (and portions of certain documents incorporated by
reference therein) and any amendments or supplements thereto were discussed. Although we assume no
responsibility for the factual accuracy, completeness or fairness of any statements (except with respect to
paragraph (8) in the "Opinions" portion of this letter, subject to the assumptions, exclusions and
qualifications set forth in this opinion) made in (a) the Registration Statement or any amendment thereto,
(b) the Disclosure Package or any amendment or supplement thereto, (c) the Prospectus or any
amendment or supplement thereto, or (d) the documents incorporated by reference in the Prospectus or
any fuither amendment or supplement thereto, nothing has come to our attention that causes us to believe
that:
a. the Registration Statement or the prospectus included therein (except for the financial
statements and financial schedules and other financial information included therein, as to which we make
no statement) at the time the Registration Statement became effective contained any untrue statement of a
material fact or omitted to state a material fact required to be stated therein or necessary to make the
statements therein not misleading, or
b. the documents specified in Schedule C, constituting the Disclosure Package (except for
the financial statements and financial schedules and other financial information included therein, as to
which we make no statement), when considered together, as of the Applicable Time, contained or
NrY\57%949.4
contains any untrue statement of a material fact or omitted or omits to state a material fact necessary to
make the statements therein, in light of the circumstances in which they were made, not misleading, or
c. the Prospectus (except for the financial statements and financial schedules and other
financial information included therein, as to which we make no statement) as of is date or as amended or
supplemented, if applicable, as of the date hereof contained or contains any untrue statement of a material
fact or omitted or omits to state a material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading.
NY\57%949.4
Report of Securities Issued
REPORT OF SECURITIES ISSUED
June 26,2013
PACIFICORP
Description of securities: $300,000,000 of PacifiCorp's First Mortgage Bonds
2.95% Series due June, 2023
* Denotes estimate only.** lncludes estimated rating agency fees of $200,000 for the Bonds.
Description Amount
I Face value or principal amount $300,000,000
2.Plus premium or less discount (900,000)
3.Gross proceeds 299,100,000
4.Underwriter's spread or commission (1,350,000)
5.Securities and Exchange Commission registration fee (40,920)
6.State mortgage registration tax N/A
7.State commission fee*N/A
8.Fee for recording indenture*(45,000)
9.United States document tax N/A
10.Printing and engraving expenses*(20,000)
l1 Trustee's charges*(10,000)
12.Counsel fees*(80,000)
13.Accountants' fees*(100,000)
14.Cost of listing N/A
15.Miscellaneous expenses of issue**
(Describe laree items)
(204,080)
16.Total deductions*(1,850,000)
17.Net amount realized*$297,250,000