20140319Report of First Mortgage.pdf

YffiF}JOUNTAIN
201 South Main, Suite 2300
Salt Lake City, t tah 84!l I
?il'; ll,'ii i!; jlj i: 20
March 19,2014
VA OVERNIGHT DELIWRY
Idaho Public Utilities Commission
47 2 W est Washington Street
Boise,Idaho 83702
Attn: Ms. Jean Jewell
Commission Secretary
Re: Case No. PAC-E-10-02 Order No. 31018
Report of First Mortgage Bond Offering in
Aggregate Principal Amount of $425,000,000
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 March 10,2014 offering of
$425,000,000 aggregate principal amount of First Mortgage Bonds, (Bonds):
1. Prospectus Supplement dated March 10,2014.
2. Underwriting Agreement between PacifiCorp and BNP Paribas Securities Corp., Mitsubishi
UFJ Securities (USA) Inc. and RBC Capital Markets, LLC. dated March 10,2014.
3. Report of Securities Issued.
With regard to the use of the proceeds from the issuance of the Bonds, please see "Use of
Proceeds" on page S-7 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,
(\^* Nl il*w**
Bruce N. Williams
Vice President and Treasure
Enclosures
Cc: Terri Carlock (Idaho Commission) and Ted Weston (PacifiCorp)
Prospectus Supplement
March 10, 2014
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED NOVEMBER 12,2OI3
y.PncrFlCoRp
\ A MIDAMERTCAN ENERGY HOLDTNGS COMPANY
$425,000,000 First Mortgage Bonds
3.60Vo Series Dae 2024
The bonds will bear interest at 3.60Vo per year and will mature on April 1,2024. We will pay interest on
the bonds on April 1 and October 1 of each year, beginning on October 1.,2014.
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 Offering Price(1)s424,745,000
$ 2,635,000
Proceeds to Pacifi $422.110,000
or about March 13,2014.
Neither the U.S. 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.
Joint Book-Running Managen
BNP PARIBAS Mitsubishi UFJ Securities RBC Capital Markets
Scotiabank
US Bancorp
Deutsche Bank Securities
Mizuho Securities
Co-Managers
BNY Mellon Capital Markets,LLC RBS
Wells Fargo Securities CIBC
KeyBanc Capital Markets Lloyds Securities
SMBC Nikko
(1) Plus accrued interest, if any, from March 13,201.4.
The underwriters expect to deliver the bonds to purchasers through The Depository Tlust Company on
The date of this prospectus supplement is March 10,2014.
TABLE OF CONTENTS
Prospectus Supplement
Prospectus Supplement Summary
About PacifiCorp
TheOffering....
Risk Factors
Summary Consolidated Financial Information
Use of Proceeds
Capitalization. . . .
Consolidated Ratios of Earnings to Fixed ChargesDescriptionoftheBonds .....
Certain U.S. Federal Income Thx Considerations
Benefit Plan Investor Considerations . .
Underwriting....
Legal Matters
Experts
Prospectus
AboutThisProspectus .. .. ..
Fonrard-Looking Statements. .
TheCompany...
Risk Factors
Consolidated Ratios of Earnings to Fixed Charges
Where You Can Find More Information
Use of Proceeds
Description of Additional Bonds
Book-Entry, Delivery and Form
Plan of Distribution
Legal Matters
Experts
Page
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ABOUT THIS PROSPECTUS SUPPLEMENT
This document 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 incorporated by reference and the additional information described in the accompanying
prospectus under the heading "'Where You Can Find More Information." If the description of the
bonds in the prospectus supplement differs from the description in the accompanying prospectus, the
description in the prospectus supplement supersedes the description in the accompanying prospectus.
Any statement made in this prospectus supplement, the accompanying 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 other 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 accompanying 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 accompanying 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.
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PROSPECTUS SUPPLEMENT SUMMARY
In this prospectus supplement, unless otherwise indicated or unless the context otherwise requires, the
words "Company," "we," "ou4" "us'l and "PacifiCorp" refer to PacifiCorp, an Oregon corporation, and its
subsidiaies. References to the "Mortgage" are to the Mortgage and Deed of Tiust, dated as of January 9,
1989, as amended and supplemented, with The Bank of New York Mellon Tiust Company, NA. as
successor trustee.
The following summary contains basic information about PacifiCorp and this offeing. It may not
contain all of the information that is important to you. The "Desciption of the Bonds" section of this
prospectus supplement contains more detailed information regarding the terms and conditions of the bonds.
The following summary is qualified in its entirety by reference to the detailed information appeaing
elsewhere in this prospectus supplement and by the documents incorporated by reference into this prospectus
supplement.
ABOUT PACIFICORP
We are a U.S. 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 California. We own, or have interests in,
74 thermal, hydroelectric, wind-powered and geothermal generating facilities with a net owned capacity
of 10,595 megawatts. We also own, or have interests in, electric transmission and distribution assets,
and transmit electricity through approximately 16,300 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 customer 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 services.
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 Berkshire Hathaway Inc., which owned 89.87o of MEHC's voting
common stock as of December 31,2013.
Our principal executive offices are located at 825 N.E. Multnomah Street, Portland, Oregon 97232
and our telephone number is [phone]. We were initially incorporated in 1910 under the laws of
the state of Maine under the name Pacific Power & Light Company. In 1984, Pacific Power & Light
Company changed its name to PacifiCorp. In 1989, we merged with Utah Power and Light Company, a
Utah corporation, in a transaction wherein both corporations merged into a newly formed Oregon
corporation. The resulting Oregon corporation was re-named PacifiCorp, which is the operating entity
today.
For additional information concerning our business and affairs, including our capital requirements,
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 in the section entitled "Where You Can Find More Information" in the accompanying
prospectus.
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Issuer
THE OFFERING
PacifiCorp.
Bonds Offered $425,000,000 aggregate principal amount of 3.60Va First
Maturity Date
Mortgage Bonds due April 1,2024 (the "bonds").
The bonds are a series of securities that will be issued under a
twenty-seventh supplement to the Mortgage.
April 1.,2024.
April 1 and October 1, beginning on October 1,2014.Interest Payment Dates
Optional Redemption At any time prior to January 1,2024 (which is the date that is
Sinking Fund
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) 100%o 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 January 1.,2024 (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 l00Vo of the principal amount of the bonds to
be redeemed, plus accrued and unpaid interest thereon, if any,
to the date of redemption.
The bonds will not be subject to a mandatory sinking fund.
Ranking 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."
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.
Denominations . . . The bonds are available for purchase in minimum
Use of Proceeds
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
pu{poses, includidg retirement of short-term debt that was
partially incurred to pay a $500 million dividend to PPW
Holdings LLC, a wholly owned subsidiary of MEHC and our
direct parent company ("PPW Holdings"). See "IJse 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 Tiustee" in the
accompanying prospectus.
Ttustee
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RISK FACTORS
Investing in the bonds involves risk. Before purchasing the bonds, you should carefully consider the
risk factors included in the accompanying prospectus and our Annual Report on Form 10-K for the
year ended December 31,,2013 (the "Form 10-K"), incorporated by reference herein. 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
investment in the bonds. See "Where You Can Find More Information" in the accompanying
prospectus. Additional risks and uncertainties that are not presently known or that are currently
deemed immaterial may also materially harm our business, operating results and tinancial condition
and could result in a loss on your investment.
SUMMARY CONSOLIDATED FINANCIAL INFORMATION
We have derived the summary consolidated financial information presented below from our
audited historical Consolidated Financial Statements as of and for the years ended December 3L,2013,
2012 and 2011. 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"
Years Ended December 31,
20tt
(in millions)
$ 5,147 $ 4,882 $ 4,5861,264 1,021 1,094682 537 555
$ 1,553 $ 1,627 $ 1,636
(1,049) (t,342) (7,529)(s31) (2s2) (e1)
As of December 31,
2$ti 2012
tio ,iUioo.l
Consolidated Balance Sheet Information:
Total assets 521.,659 $21.,728
Total long-term debt and capital lease obligations, net of
current maturities 6,639 6,594
Total shareholders' equity 7,787 7,644
USE OF PROCEEDS
We intend to use the net proceeds from the sale of the bonds to fund capital e4penditures and for
general corporate purposes, including retirement of short-term debt that was partially incurred to pay a
$5ffi million dividend to PPW Holdings. As of March 7,2014, we had approximately $332 million of
commercial paper outstanding maturing in March 2014,with a weighted average interest rate of 0.24Vo.
Consolidated Statements of Operations
Information:
Operating revenue
Operating income
Net income
Other Consolidated Financial Information:
Net cash flows from operating activities
Net cash flows from investing activities
Net cash flows from financing activities
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CAPITALIZATION
The table below shows our capitalization on a consolidated basis as of December 31, 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 (in millions).
As of December 31, 2013
Actual As Adjusted
Amounts Amounts 4o
Short-term debt(1)
Long-term debt and capital lease obligations, currently maturing. . .
Long-term debt and capital lease obligations, net of current
maturities
Total short- and long-term debt . .
Preferred stock .
Total common equity
Total capitalization
6,639 45.3 7,064 46.8
7,302 48.42-
7,785 53.L 7,785 51..6
$14,664 100.0Vo $15,089 l00.0Vo
$ - -Vo$238 7.6 238 -%t.6
6,877 46.92-
(1) Excludes approximately $332 million of commercial paper outstanding as of March 7,2014.See
"lJse of Proceeds" in this prospectus supplement.
CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES
Years Ended December 31,
20r3
3.5x
20tt 2010
2.9x 2.9x 3.0x 2.9x
DESCRIPTION OF THE BONDS
The bonds will be issued pursuant to the twenty-seventh supplemental indenture to the Mortgage,
to be dated as of March 1,201.4 (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 U.S. Tiust 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 $425,000,000. The entire principal amount of the
bonds will mature and become due and payable, together with any accrued and unpaid interest thereon,
on April 1,2024. 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.
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Interest
Each bond will bear interest at the rate of 3.60Vo per annum from the date of original issuance.
Interest on the bonds will be payable semi-annually in arrears on April 1 and October 1 of each year
(each, an "Interest Payment Date"). The initial Interest Payment Date is October 1.,2014. The amount
of interest payable will be computed on the basis of a 360-day year consisting of twelve 30-day 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 form only, the'record date for each Interest 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 $425,000,000. 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, CUSIP
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 January 1,2024 (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:
100Vo 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 Investment 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 January I,2024 (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
a
a
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redemption price equal to l00Vo of the principal amount of the bonds to be redeemed, plus accrued
and unpaid interest, if any, thereon to the date of redemption.
We 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; provided, that if the bonds are in book-entry only form,
interests in such bonds shall be selected for redemption by The Depository Trust Company in
accordance with its standard procedures therefor.
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.
"Adjusted 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
Reserve System and which establishes yields on actively traded United States Tieasury securities
adjusted to constant maturity under the caption "Tieasury Constant Maturities," for the maturity
corresponding to the applicable Comparable Tieasury 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 Tieasury Issue will be determined and the Adjusted Tieasury
Rate will be interpolated or extrapolated from such yields on a straight line basis, rounding to
the nearest month); 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 Tieasury Issue, calculated using a
price for such Comparable Tieasury Issue (expressed as a percentage of its principal amount)
equal to the applicable Comparable Tieasury Price for such redemption date.
The Adjusted Tieasury Rate will be calculated on the third business day preceding the redemption
date.
"Comparable Tieasury Issue" means the United States T|easury 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 Life").
"Comparable Tieasury Price" 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 Investment Banker obtains fewer than
four such Reference Tieasury Dealer Quotations, the average of all such quotations.
"Independent Investment Banker" 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 Dealer" means:
. BNP Paribas Securities Corp., RBC Capital Markets, LLC and a Primary Tieasury Dealer (as
defined below) selected by Mitsubishi UFJ Securities (USA), Inc., 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 ("Pimary Tieasury Dealer"), we will substitute another
Primary Theasury Dealer; and
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. any other Primary Tleasury Dealers selected by us.
"Reference Tieasury Dealer Quotations" 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 Tieasury 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.
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-exempt 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 partner of
a partnership holding the bonds, 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 U.S. Internal Revenue Code of 1986, as amended
(the "Code"), U.S. Tieasury regulations issued thereunder ("Theasury 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 these 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 U.S. Internal Revenue 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, local, 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 "(J.S. Holder." A U.S. Holder means a beneficial owner of
the bonds that is a U.S. citizen, a 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
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substantial decisions or has a valid election in effect under applicable Tieasury Regulations to be
treated as a U.S. person.
Interest
It is e4pected, 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 the 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.
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 for the purpose of determining whether the bonds are issued with original issue discount for
U.S. federal income tax purposes. Our determination that this contingency is remote is binding on you
unless you disclose a contrary 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 additional3.8Vo tax
on, among other things, interest on the bonds. You should consult your tax advisor regarding the effect,
if any, of this tax on your ownership of the bonds.
Salc or Othcr Taxablc Disposition of the 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 (a) 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 (b) 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. Long-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 additional3.SVa tax
on, among other things, capital gains from the sale or other taxable 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-[J.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.
Interest
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 107o or more of the total combined voting power of all
classes of our stock entitled to vote;
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. 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 United States 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.
The interest on the bonds will be taxed at regular U.S. federal net income tax rates and will not be
subject to U.S. withholding tax if: (a) the interest constitutes income that is effectively connected with
the conduct by you of a U.S. trade or business, and (b) 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 "IJ.S. trade or business income." In
addition, if you are a foreign corporation, such income may also be subject to a "branch profits tax" at
a rate of 307o (or lower applicable income tax treaty rate). Interest that neither qualifies as portfolio
interest nor constitutes U.S. trade or business income will be subject to U.S. federal withholding tax at
the rate of 30Vo, unless such rate is reduced or eliminated by an applicable income tax treaty and you
provide the appropriate certification.
Sale or Aher Tbxablc 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
gain may also be subject to a branch profits tax at a rate of 307o (or lower applicable income tax 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 income tax treaty rate) on any
gain 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.
Medicare Tbx on Unearned Income
Certain U.S. Holders who are individuals, estates or trusts are subject to a 3.8Vo tax on, among
other things, interest on the bonds and capital gains on the sale or other taxable disposition of the
bonds. It is unclear whether this tax applies to Non-U.S. Holders that are estates or trusts and that
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have one or more U.S. beneficiaries. Non-U.S. Holders that are estates or trusts with one or more U.S.
beneficiaries should consult their tax advisors regarding the effect, if any, of this tax on their ownership
and disposition of the bonds.
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, unless, in certain cases,
the recipient of the payment supplies an accurate taxpayer identification number or otherwise complies
with applicable U.S. information reporting and certification requirements. Backup withholding is not an
additional tax, 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 qualiff 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 payments made to "foreign financial institutions"
(as defined in the Code) and certain other non-U.S. entities. Specifically, a 30Vo withholding tax may
be imposed on interest on, or gross proceeds from the sale 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 (a) the foreign financial institution
undertakes certain diligence and reporting obligations, (b) the non-financial foreign entity either
certifies it does not have any "substantial United States owners" (as defined in the Code) or furnishes
identifying information regarding each substantial United States owner, or (c) the foreign financial
institution or non-financial foreign entity otherwise qualifies for an exemption from these rules.
Although the withholding rules described above apply to applicable payments made after
December 31, 2072, TLeasury Regulations provide that such rules will apply to payments of interest on
debt securities made on or after July 1, 2014 and to payments of gross proceeds from the sale or other
disposition of such debt securities made on or after January 1., 2017. Moreover, Tieasury Regulations
provide that the withholding rules will not apply to debt securities outstanding on July 1,2014 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 withholding provisions.
PERSONS CONSIDERING THE PURCHASE OF THE BONDS SHOULD CONSULT THEIR
OWN TAX ADVISORS WITH RESPECT TO THE U.S. FEDERAL INCOME TAX CONSEQUENCES
OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF BONDS IN LIGHT OF THEIR
PARTICULAR CIRCUMSTANCES, AS WELL AS THE EFFECT OF ANY STATE, LOCAL OR
FOREIGN TAX LAWS OR AI{Y APPLICABLE TA)( TREATY.
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BENEFIT PI-A,N I}IVESTOR CONSIDERATIONS
The bonds may be purchased and held by or with the assets of an employee benefit plan subject to
Title I of the U.S. Employee Retirement Income Security Act of 1974, as amended ("ERISA'), an
individual retirement account or other plan subject to Section 4975 of the Code (together with plans
subject to Titie I of ERISA, "ERISA Plans") 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 ERISA, 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. Section 406 of ERISA and Section 4975 of. the Code
prohibit ERISA Plans from engaging in specified transactions (including, without limitation, an
extension of credit) involving plan assets with persons who are "parties in interest" within the meaning
of ERISA or "disqualified persons" within the meaning of Section 4975 of the Code, unless a statutory,
class or individual exemption applies. A party in interest or disqualified person who engages in a
nonexempt prohibited transaction may be subject to excise taxes, penalties or liabilities under ERISA,
Section 4975 of the Code and/or Similar Law, and the transaction may be subject to rescission. In
addition, a fiduciary of an ERISA Plan or a plan subject to Similar Law that causes such plan to
engage in a transaction that the fiduciary knows or should have known is a non-exempt prohibited
transaction may be subject to liability under ERISA, the Code and/or Similar Law. Because the bonds
constitute an extension of credit by the purchaser to us, the acquisition or holding of the bonds by an
ERISA Plan or a plan subject to Similar Law with respect to which we are considered a party in
interest or a disqualified person might constitute or result in a direct or indirect prohibited transaction,
unless the investment is acquired in accordance with an applicable statutory, class or individual
prohibited transaction exemption. In this regard, the U.S. Department of Labor has issued prohibited
transaction class exemptions ("PTCEs") that may apply to the acquisition and holding of the bonds.
These class exemptions include, without limitation, PTCE 84-14, respecting transactions determined by
independent qualified professional asset managers, PTCE 90-1, respecting insurance company pooled
separate accounts, PTCE 91-38, respecting bank collective investment funds, PTCE 95-60, respecting
life insurance company general accounts and PTCE 96-23, respecting transactions determined by
in-house asset managers. In addition, Section 408(bX17) of ERISA and Section 4975(d)(20) of the
Code provide relief from the prohibited transaction provisions of ERISA and Section 4975 of the Code
for certain transactions, provided that neither the issuer of the bonds nor any of its affiliates (directly
or indirectly) has or exercises any discretionary authority or control or renders any investment advice
with respect to the assets of any ERISA Plan involved in the transaction and provided further that the
ERISA Plan pays no more than adequate consideration in connection with the transaction. There can
be no assurance that all of the conditions of any such exemption will be satisfied. Because the bonds
constitute an extension of credit by the purchaser to us each purchaser and transferee of the bonds
who is subject to ERISA, Section 4975 of the Code or a Similar Lawwill 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 exemption from
the prohibited transaction rules would apply to the acquisition or holding of the bonds or 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.
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UNDERWRITING
BNP Paribas Securities Co.p., Mitsubishi UFJ Securities (USA), Inc. and RBC Capital
Markets, 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 underwdter, the principal amount of bonds indicated in the following
table:
Principal
Amount
of Bonds
BNP Paribas Securities Corp. . $ 93,500,000
Mitsubishi UFJ Securities (USA), Inc. 93,500,000
RBC Capital Markets, LLC . 93,500,000
Scotia Capital (USA) Inc. 25,500,000
BNY Mellon Capital Markets, LLC . 17,000,000
RBS Securities Inc. 17,000,000
U.S. Bancorp Investments, Inc. 17,000,000
Wells Fargo Securities, LLC . 17,000,000
CIBC World Markets Co.p. . 8,500,000
Deutsche Bank Securities Inc. 8,500,000
KeyBanc Capital Markets Inc. . . 8,500,000
Lloyds Securities Inc. 8,500,000
Mizuho Securities USA Inc. 8,500,000
SMBC Nikko Securities America, Inc. 8,500,000
Total $42s,000,000
The underwriting 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 0.30Vo of the principal
amount of the bonds. In addition, the underwriters may allow, and those selected dealers may reallow,
a concession not to exceed 0.l57a 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 bonds are a new issue of securities with no established trading market. We have been advised
by the underwriters that the underwriters intend to make a market in the bonds but are not obligated
to do so and may discontinue market 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 underwriter repays
to the underwriters a portion of the underwriting discount received by it because another underwriter
Underrrriters
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has repurchased bonds sold by or for the account of such undenryriter 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 otherwise 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
activities are cofirmenced, they may be discontinued by the underwriters at any time. These transactions
may be effected in the over-the-counter market or otherwise.
We estimate that our total offering expenses, not including the underwriting discount, will be
approximately $790,000.
Affiliations
The underwriters and their respective affiliates are full 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 own 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 underwriters 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 underwriters and their affiliates would hedge such
exposure by entering into transactions which consist of either the 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 undenvriters and their affiliates have performed commercial banking, investment
banking, corporate trust 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 certain 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 U.S. Securities Act of 1933, 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 underwriter has represented and agreed
that with effect from and including the date on which the Prospectus Directive is implemented in that
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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,
subject to obtaining the prior consent of the relevant Dealer or Dealers nominated by us for any
such offer; or
(") in any other circumstances falling within Article 3(2) of the Prospectus Directive,
provided that no such 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 the 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 2003|7UEC (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 "201.0 PD Amending Directive" means
Directive 20l0l73lEu.
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 the Prospectus Directive
from the requirement to publish a prospectus 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 U.K. 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 othenvise involving the United
Kingdom.
LEGAL MATTERS
Certain legal matters with respect to the bonds we are offering will be passed upon for us by the
Assistant General Counsel of PacifiCorp, and by Perkins Coie LLB 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 certain of our affiliates.
s-18
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., 2013, have been
audited by Deloitte & Touche LLB 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.
s-19
FIRST MORTGAGE BONDS
PacifiCorp, an Oregon corporation, may from time to time offer First Mortgage Bonds ('Additional Bonds" or
"Securities") in one or more issuances or series at prices and on terms to be determined at the time of sale.
We will provide specific terms of the 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 prospectus. You should read this
prospectus and any supplements carefully before you invest.
We may sell the Securities directly or through agents designated from time to time or through underwriters or
dealers. The supplements to this prospectus will describe the terms of any particular plan of distribution, including
any underwriting 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 "Risk Factors" section beginning on page 2 of
this prospectus for information on certain matters you should consider before buying our Securities.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STAIE SECURITIES
COMMISSION }IAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF
T}IIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTAIION TO TIfi CONTRARY IS A
CRIMINAL OFFENSE.
The date of this prospectus is November 12r 2013.
TABLE OF'CONTENTS
ABOI..N THIS PROSPECTUS
FORWARD.LOOKING STATEMENTS. . . .
THE COMPANY
RISK EACTORS. . .
CONSOLIDAIED RAIIOS OF EARMNGS TO FXED CI{ARGES
WHERE YOU CAN FIND MORE INFORMATION . .
USE OF PROCEEDS
DESCRIPTION OF ADDITIONAL BONDS
BOOK-ENTRY, DELIVERY AND FORM
PLAN OF DISTRIBUTION . . .
LEGAL MAMERS
EXPERTS
We have not authorized anyone to give you any information other than this prospectus and any supplements
to this prospectus. You should not assume that the information contained in this prospectus, any prospectus
1
1
1
2
2
J
J
7
9
10
11
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 any 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
inconsistency between the information in this prospectus and any prospectus supplement, you should rely on the
information contained in that prospectus supplement.
Unless otherwise indicated or unless the context otherwise requires, in this prospectus, the words
"PacifiCorp," "Company," "we," "our" and "us" refer to PacifiCorp, an Oregon corporation, and its subsidiaries.
For more detailed information about the 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 "Where You Can Find More Information" may contain "forward-looking statements" within the meaning
of Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and Section 2lE of the Securities
Exchange Act of t934, as amended (the "Exchange Act"), which are subject to the safe harbor created by the
Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are
"forwardJooking 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 LO-Q and the Forms 8-K incorporated by
reference in this prospectus, and we refer you to those reports for further information.
Any forward-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.
THE COMPANY
We are a regulated, vertically integrated electric utility company serving retail customers, including residential,
commercial, industrial, irrigation and other customers in portions of the states of Utah, Oregon, Wyoming,
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 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 services.
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 energr businesses. MEHC is a
consolidated subsidiary of Berkshire Hathaway Inc. MEHC controls substantially all of our voting securities, which
include both common and preferred stock.
Our principal executive offices are located at 825 N.E. Multnomah Street, Portland, Oregon 9'7232 and our
telephone number is [phone]. We were initially incorporated in 1910 under the laws of the state of Maine
under the name Pacific Power & Light Company. In L984, Pacific Power & Light Company changed its name to
PacifiCorp. In 1989, we merged with Utah Power and Light Company, a Utah corporation, in a transaction
wherein both corporations merged into a newly formed Oregon corporation. The resulting Oregon corporation was
re-named PacifiCorp, which is the operating entity today.
For additional information concerning our business and affairs, including our capital requirements and
external 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 related
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 Additional Bonds (uMortgage") and, if there is
a defoult or a foreclosure sale, the valae of the collateral may not be suffrcient to repay the holderc 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 the collateral and other factors. We cannot
assure you that the proceeds from a sale of all of the collateral would be sufficient to satisfy the amounts
outstanding under the Additional Bonds and our other first mortgage bonds secured by the same collateral or that
such payments would be made in a timely manner. If the proceeds were not sufficient to repay amounts
outstanding under the Additional Bonds, then holders of the Additional Bonds, to the extent not repaid from the
proceeds of the sale of the collateral, would only have an unsecured claim against our remaining assets.
There is no existing markct for the Securities, and we cannot assure you that an active trading markct for the Securitics
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 for loans.
CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES
Nine-Month
Period Ended
September 30, 2013
3.7x
Years Ended December 31,
2012 20tt 2010
2.9x 2.9x 3.0x 2.9x 3.0x
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 exhibits not included in this prospectus and refers to documents that are filed as
exhibits to other SEC filings. We file annual, quarterly and current reports and other information with the SEC.
Our SEC filings are available to the public over the Internet at the SEC's web site at http://www.sec.gov. You may
also read and copy any document we file at the SEC's Public Reference Room at 100 F Street, N.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 can also be accessed through the Financial Information section of our website at
www.pacificorp.com. The information found on our website, other than any of our SEC filings that are
incorporated by reference herein, is not part of this prospectus.
The SEC allows us to "incorporate by reference" the information we file with it, 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 Exchange Act (but only to the
extent the information therein is filed and not furnished) until all of the securities covered by this prospectus have
been sold:
. Annual Report on Form 1.0-K for the year ended December 31,2012.
. Quarterly Reports on Form 10-Q for the quarters ended March 31,2013, June 30, 2013 and September 30,
20t3.
. Current Report on Form 8-K filed June 6, 2013.
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 Street, Suite 1900
Portland, Oregon97232
Glephone: [phone]
Attention: Tieasury
You should rely only on the information contained in, or incorporated by reference in, this prospectus and the
prospectus supplement. We have not, and any underwriters, agents or dealers have not, authorized anyone else to
provide you with different information. We are not, and any underwriters, agents or dealers are not, making an
offer of these Securities in any state where the offer or sale is not permitted. You should not assume that the
information contained in this prospectus and the prospectus supplement is accurate as of any date other than the
date on the front of the prospectus supplement or that the information incorporated by reference in this
prospectus is accurate as of any date other than the date on the front of those documents.
USE OF PROCEEDS
Unless otherwise indicated in a prospectus supplement, the net proceeds to be received by us from the
issuance and sale 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- or long-term borrowings and for
general corporate purposes.
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, t989, as amended and supplemented (the "Mortgage"), with The Bank of New York Mellon Tiust
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 the Mortgage, a copy of which is an exhibit
to the Registration Statement. Whenever particular provisions or defined terms in the Mortgage are referred to
herein, those provisions or defined terms are incorporated by reference herein. Section and Article references used
below are references to provisions of the Mortgage unless otherwise noted. When we refer to "bonds," we refer to
all first mortgage bonds issued under the Mortgage, including the Additional Bonds.
We expect to issue Additional Bonds in the form of fully registered bonds and, except as may be set forth in
any prospectus supplement relating to those Additional Bonds, in denominations of $2,000 and any integral
multiples of $1,000 in excess thereof. The Additional Bonds 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, Delivery and Form."
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 Additional Bonds
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 Tiustee, 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 'A' Bonds, if any, held by the Mortgage Tiustee.
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 interest 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 other 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 mortgage lien thereof. These
provisions may be limited, at our option, in the case of consolidation or merger (whether or not we are the
surviving corporation), conveyance or transfer of all or substantially all of the utility property of another electric
utility company to us or sale of substantially all of our assets. (Section 18.03) In addition, after-acquired property
may be subject to a Class 'A' Mortgage, purchase money mortgages and other liens or defects in title.
The Mortgage provides that the Mortgage Tiustee 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 unlimited. Bonds of any
series may be issued from time to time on the basis of:
(l) 70Ea 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) and (3) above, the issuance of bonds is subject to our
Adjusted Net Earnings for 12 consecutive months out of the preceding 15 months, before interest expense and
income taxes, being at least twice the Annual Interest Requirements on all outstanding bonds issued under the
Mortgage, all outstanding Class'A'Bonds held other than by the Mortgage Tiustee 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 extent, 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 1.05 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 to certain prior lien bonds deposited
and disposition of moneys received on deposited prior lien bonds. (Sections 1.05, 7.02,9.05, 10.01 through 10.04
and 13.03 through 13.09)
Merger or Consolidation
The Mortgage provides that in the event of the merger or consolidation of another company with or into us or
the conveyance or transfer to us by another company of all or substantially all of that company's property that is of
the same character as Property Additions, as defined in the Mortgage, an existing mortgage constituting a first lien
on operating properties of that other company may be designated by us as a Class 'A' Mortgage. (Section 11,06)
Bonds thereafter issued pursuant to the additional mortgage would be Class 'A' Bonds and could provide the basis
for the issuance of bonds under the Mortgage.
Certain Covenants
The Mortgage contains a number of covenants by us for the benefit of the holders of the bonds, including
provisions requiring us to maintain the mortgaged property as an operating system or systems capable of engaging
in all or any 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 effect to the declaration or
payment, we would not be able to pay our debts as they become due in the usual course of business. (Section 9.07)
The notes to our audited consolidated financial statements included in our Report on Form 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 Ti.ustee a currency exchange agreement with an entity having, at the time of the deposit, a
financial rating at least as high as our financial rating that, in the opinion of an independent expert, gives us at
least as much protection against currency exchange fluctuation as is usually obtained by similarly situated
borrowers. (Section 2.03) We believe that this type of currency exchange agreement will provide effective
protection against currency exchange fluctuations. However, 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 liustee
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.
Modification
The rights of bondholders may be modified with the consent of holders of at least 607o 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. In general, no modification of the terms of payment of principal, premium, if any, or interest
and no modification affecting the lien or reducing the percentage required for modification is effective against any
bondholder without the consent of the holder. (Section 21.07)
Unless we are in default in the payment of the interest on any bonds then Outstanding under the Mortgage or
there is a Default under the Mortgage, the Mortgage Tiustee generally is required to vote Class '?t' 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 payment 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 eistence of any default under a Class 'A' Mortgage that permits the declaration of the principal of
all the bonds secured by the Class 'A' Mortgage and the interest accrued thereupon due and payable.
(Section 15.01)
An effective default under any Class 'A' Mortgage or under the Mortgage will result in an effective default
under all those mortgages. The Mortgage Tiustee 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.25% 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 Tiustee or exercising any trust or power conferred on the Mortgage Tiustee.
(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)
Defeasance
Under the terms of the Mortgage, we will be discharged from any and all obligations under the Mortgage in
respect of the bonds of any series if we deposit with the Mortgage Tiustee, 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
Tiustee need not arcept the deposit unless it is accompanied by an opinion of counsel to the effect that (a) we
have received from, or there has been published by, the Internal Revenue Service a ruling or, (b) since the date of
the Mortgage, there has been a change in applicable federal income tax law, in either case to the effect that, and
based thereon the opinion of counsel shall confirm that, the holders of the bonds or the right of payment of
interest thereon (as the case may be) will not recognize income, gain or loss for federal income tax purposes as a
result of the deposit, and/or ensuing discharge and will be subject to federal income tax on the same amount and
in the same manner and at the same times, as would have been the case if the deposit and/or discharge had not
occurred. (Section 20.02)
Upon the deposit, our obligation to pay the principal of (and premium, if any) and interest on those bonds
shall cease, terminate and be completely discharged and the holders of such bonds shall thereafter be entitled to
receive payment solely from the funds deposited. (Section 20.02)
BOOK.ENTRY DELTVERY AND FORM
Unless tue indicate differently in a prospectus supplement, the Additional Bonds initially will be issued in
book-entry form and represented by one or more global bonds without interest coupons. The global bonds will be
deposited with, or on behalf of, The Depository Tiust Company, New York, New York, as depositary, or DTC, and
registered in the name of Cede & Co., the nominee of DTC. Unless and until it is exchanged for individual
certificates evidencing Additional Bonds under the limited circumstances described below, a global bond may not
be transferred except as a whole by the depositary to its nominee or by the nominee to the depositary, or by the
depositary or its nominee to a successor depositary or to a nominee of the successor depositary.
DTC has advised us that it is:
. a limited-purpose trust company organized under the New York Banking Law;
. a "banking organization" within the meaning of the New York Banking Law;
. a member of the Federal Reserve System;
. a "clearing corporation" within the meaning of the New York Uniform Commercial Code; and
. a "clearing agency" registered pursuant to the provisions of Section 17A of the Exchange Act.
DTC holds securities that its participants deposit with DTC. DTC also facilitates the settlement among its
participants of securities transactions, such as transfers and pledges, in deposited securities through electronic
computerized book-entry changes in participants' accounts, thereby eliminating the need for physical movement of
securities certificates. "Direct participants" in DTC include securities brokers and dealers, including underwriters,
banks, trust companies, clearing corporations and other organizations. DTC is a wholly-owned subsidiary of The
Depository Tiust & Clearing Corporation, or DTCC.
DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing
Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated
subsidiaries. Access to the DTC system is also available to others, which we sometimes refer to as indirect
participants, that clear through or maintain a custodial relationship with a direct participant, either directly or
indirectly. The rules applicable to DTC and its participants are on file with the SEC.
Purchases of securities under the DTC system must be made by or through direct participants, which will
receive a credit for the securities on DTC's records. The ownership interest of the actual purchaser of a security,
which we sometimes refer to as a beneficial owner, is in turn recorded on the direct and indirect participants'
records. Beneficial owners of securities will not receive written confirmation from DTC of their purchases.
However, beneficial owners are expected to receive written confirmations providing details of their transactions, as
well as periodic statements of their holdings, from the direct or indirect participants through which they purchased
securities. Tiansfers of ownership interests in global securities are to be accomplished by entries made on the
books of participants acting on behalf of beneficial owners. Beneficial owners will not receive certificates
representing their ownership interests in the global securities, except under the limited circumstances described
below.
To facilitate subsequent transfers, all global bonds deposited by direct participants with DTC will be registered
in the name of DTC's partnership nominee, Cede & Co., or such other name as may be requested by an
authorized representative of DTC. The deposit of global bonds with DTC and their registration in the name of
Cede & Co. or such other nominee will not change the beneficial ownership of the global bonds. DTC has no
knowledge of the actual beneficial owners of the global bonds. DTC's records reflect only the identity of the direct
participants to whose accounts the global bonds are credited, which may or may not be the beneficial owners. The
participants are responsible for keeping account of their holdings on behalf of their customers.
So long as the Additional Bonds are in book-entry form, you will receive payments and may transfer the
Additional Bonds only through the facilities of the depositary and its direct and indirect participants. We will
maintain an office or agency in the location specified in the prospectus supplement for the applicable Additional
Bonds, where notices and demands in respect of the Additional Bonds and the Mortgage may be delivered to us
and where certificated securities may be surrendered for payment, registration of transfer or exchange.
Conveyance of notices and other communications by DTC to direct participants, by direct participants to
indirect participants and by direct participants and indirect participants to beneficial owners will be governed by
arrangements among them, subject to any legal requirements in effect from time to time.
Redemption notices will be sent to DTC. If less than all of the Additional Bonds of a particular series are
being redeemed, DTC's practice is to determine by lot the amount of the interest of each direct participant in the
Additional Bonds of such series to be redeemed.
Neither DTC nor Cede & Co. (or such other DTC nominee) will consent or vote with respect to the
Additional Bonds. Under its usual procedures, DTC will mail an omnibus proxy to us as soon as possible after the
record date. The omnibus prory assigns the consenting or voting rights of Cede & Co. to those direct participants
to whose accounts the Additional Bonds of such series are credited on the record date, identified in a listing
attached to the omnibus proxy.
So long as Additional Bonds are in book-entry form, we will make payments on those Additional Bonds to the
depositary or its nominee, as the registered owner of such Additional Bonds, by wire transfer of immediately
available funds. If Additional Bonds are issued in definitive certificated form under the limited circumstances
described below, we will have the option of making payments by check mailed to the addresses of the persons
entitled to payment or by wire transfer to bank accounts in the United States designated in writing to the
applicable trustee or other designated party at least 15 days before the applicable payment date by the persons
entitled to payment, unless a shorter period is satisfactory to the applicable trustee or other designated party.
Redemption proceeds on the Additional Bonds will be made to Cede & Co., or such other nominee as may be
requested by an authorized representative of DTC. DTC's practice is to credit direct participants' accounts upon
DTC's receipt of funds and corresponding detail information from us on the payment date in accordance with
their respective holdings shown on DTC records. Payments by participants to beneficial owners will be governed by
standing instructions and customary practices, as is the case with securities held for the account of customers in
bearer form or registered in "street name." Those payments will be the responsibility of participants and not of
DTC or us, subject to any statutory or regulatory requirements in effect from time to time. Payment of redemption
proceeds to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC, is
our responsibility, disbursement of payments to direct participants is the responsibility of DTC, and disbursement
of payments to the beneficial owners is the responsibility of direct and indirect participants.
Neither we, the Mortgage Tiustee nor any agent of ours or of the Mortgage Ti"ustee 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 maintaining, 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 indirect
participants.
Except under the limited circumstances described below, purchasers of Additional Bonds will not be entitled
to have such Additional Bonds registered in their names and will not receive physical delivery of such Additional
Bonds. Accordingly, each beneficial owner must rely on the procedures of DTC and its participants to exercise any
rights under the Additional Bonds and the Mortgage.
The laws of some jurisdictions may require that some purchasers of securities take physical delivery of
securities in definitive form. Those laws may impair the ability to transfer or pledge beneficial interests in the
Additional Bonds.
DTC may discontinue providing its services as securities depositary with respect to the Additional Bonds at
any time by giving reasonable notice to us. Under such circumstances, in the event that a successor depositary is
not obtained, certificates representing the Additional Bonds are required to be printed and delivered.
As noted above, beneficial owners of a particular series of Additional Bonds generally will not receive
certificates representing their ownership interests in those Additional Bonds. However, if:
. DTC notifies us that it is unwilling or unable to continue as a depositary for the global security or securities
representing such series of Additional Bonds or if DTC ceases to be a clearing agency registered under the
Exchange Act at a time when it is required to be registered and a successor depositary is not appointed
within 90 days of the notification to us or of our becoming aware of DTC's ceasing to be so registered, as
the case may be;
. we determine, in our sole discretion and subject to DTC's procedures, not to have such Additional Bonds
represented by one or more global securities; or
. an Event of Default has occurred and is continuing with respect to such series of Additional Bonds,
we will prepare and deliver certificates for such Additional Bonds in exchange for beneficial interests in the global
bonds. Any beneficial interest in a global bond that is exchangeable under the circumstances described in the
preceding sentence will be exchangeable for Additional Bonds in definitive certificated form registered in the
names that the depositary directs. It is expected that these directions will be based upon directions received by the
depositary from its participants with respect to ownership of beneficial interests in the global bonds.
We have obtained the information in this section and elsewhere in this prospectus concerning DTC and DTC's
book-entry system from sources that are believed to be reliable, but we take no responsibility for the accuracy of
this information.
PLAN OF DISTRIBUTION
We may sell the Securities through underwriters, dealers or agents, or directly to one or more purchasers. The
prospectus supplement with respect to the Securities being offered will set forth the specific terms of the offering
of those Securities, including the name or names of any underwriters, dealers or agents, the purchase price of
those Securities and the proceeds to us from the sale, any underwriting discounts, agency fees and other items
constituting underwriters'or agents'compensation, any initial public offering price and any discounts or
concessions allowed or reallowed or paid to dealers.
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 underwriters 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 underwriting
compensation paid by us to the underwriters or agents in connection with an offering of Securities, and any
discounts, concessions or commissions allowed by underwriters to dealers, will be set forth in the applicable
prospectus supplement to the extent required by applicable law. Unless otherwise set forth in the prospectus
supplement, the obligations of the underwriters to purchase the Securities will be subject to specific conditions, and
the undenvriters will be obligated to purchase all of the offered Securities if any are purchased.
If a dealer is used in the sale of any Securities, we will sell those Securities to the dealer, as principal. The
dealer may then resell the Securities to the public at varying prices to be 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 supplement relating to that offering.
The Securities may be sold directly by us or through agents designated by us from time to time. We will
describe the terms of any direct sales in a prospectus supplement. Any agent, who may be deemed to be an
underwriter as that term is defined in the Securities Act, involved in the offer or sale of any of the Securities will
be named, and any commissions payable by us to the agent will be set forth, in the prospectus supplement relating
to that offer or sale. Unless otherwise indicated in the prospectus supplement, any agent will be acting on a
reasonable best efforts basis for the period of its appointment.
In connection with a particular underwritten offering of Securities, and in compliance with applicable law, the
underwriters may engage in transactions that stabilize, maintain or otherwise affect the prices of the classes or
series of Securities offered, including stabilizing transactions and syndicate covering transactions. These activities
may stabilize, maintain or othenvise affect the market price of the Securities, which may be higher than the price
that might otherwise prevail in the open market, and if commenced, may be discontinued at any time. A
description of these activities, if any, 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 would be obligated, however, to make a market in the Securities, and any
market-making could be discontinued at any time at the sole discretion of the underwriters. Accordingly, we cannot
assure you as to the liquidity of or trading markets for, the Securities of any series.
Underwriters, dealers and agents participating in the distribution of the Securities may be deemed to be
"underwriters" within the meaning oi 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 indemnif, the several underwriters, dealers or agents
and their controlling persons against specific civil liabilities, including liabilities under the Securities Act, or to
contribute to payments that person may be required to make in respect thereof.
During such time as we may be engaged in a distribution of the securities covered by this prospectus we are
required to comply with Regulation M promulgated under the Exchange Act. With certain exceptions,
Regulation M precludes us, any affiliated purchasers and any broker-dealer or other person who participates in
such distributing from bidding for or purchasing, or attempting to induce any person to bid for or purchase, any
security which is the subject of the distribution until the entire distribution is complete. Regulation M also restricts
bids or purchases made in order to stabilize the price of a security in connection with the distribution of that
security. All of the foregoing may affect the marketability of our securities.
LEGAL MATTERS
The validity of the Securities will be passed upon for us by Perkins Coie LLP, counsel to the Company, 1120
N.W. Couch Street, Tenth Floor, Portland, Oregon 97209.
10
EXPERTS
The consolidated financial statements incorporaied in this Prospectus by reference from PacifiCorp's Annual
Report on Form 10-K for the year ended December 3L, 2012have been audited by Deloitte & Touche LLR an
independent registered public accounting firm, as stated in their report, which is incorporated herein by reference.
Such consolidated 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 and 2012, Jttne 30,20L3 and2012 and September 30,2013 and2012, which is incorporated herein by
reference, Deloitte & Tbuche LLP, an independent registered public accounting firm, have applied limited
procedures in accordance with the standards of the Public Company Accounting Oversight Board (United States)
for a review of such information. However, as stated in their reports included in PacifiCorp's Quarterly Reports on
Form 10-Q for the quarters ended March 3t,2013, June 30,2013 and September 30,2013 and incorporated by
reference herein, they did not audit and they do not express an opinion on that interim consolidated financial
information. Accordingly, the degree of reliance on their reports on such information should be restricted in light
of the limited nature of the review procedures applied. Deloitte & Touche LLP are not subject to the liability
provisions of Section 11 of the Securities Act for their reports on the unaudited interim consolidated 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 ll of the Securities Act.
$425,000,000 First Mortgage Bonds
3.60Vo Series Dae 2024
UPacrFrCoRP
\ A MIDAMERICAN ENERGY HOLDINGS@MPANY
PROSPECTUS SUPPLEMENT
March l0,2O1|
loint Book-Running Managers
BNP PARIBAS Mitsubishi UFJ Securities RBC Capital Markets
Co-Managers
Scotiabank BNY Mellon Capital Markets, LLC RBS
US Bancorp Wells Fargo Securities CIBC
Deutsche Bank Securities KeyBanc Capital Markets Lloyds Securities
Mizuho Securities SMBC Nikko
Underwriting Agreement
Exhibit 1.1
EXECUTION VERSION
PACIFICORP
$425,000,000
First Mortgage Bonds
3.60oh Series Dw2024
UNDERWRITING AGREEMENT
March 10,201.4
BNP PARIBAS SECUzuTIES CORP.
MITSUBISHI UFJ SECURITIES (USA), INC.
RBC CAPITAL MARKETS, LLC
As Representatives (the "Representatives") of the several Underwriters listed
In Schedule A hereto
c/o BNP Paribas Securities Corp.
787 Seventh Avenue
New York, NY 10019
c/o Mitsubishi UFJ Securities (USA), Inc.
1633 Broadway, 29th Floor
New York, NIY 10019-6708
c/o RBC Capital Markets, LLC
Three World Financial Center
200 Vesey Street, 86 and 10ft Floors
New York, NY 10281-8098
Ladies and Gentlemen:
L Introductory. PacifiCorp, an Oregon corporation (the "Comprtry"), 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. $425,000,000 principal amount of its First Mortgage Bonds, 3.60%
Series due 2024 (the "Offered Securities") to be issued under that certain Mortgage and Deed of Trust,
dated as of January 9,1989, with The Bank of New 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 March 1,2014
(collectively, the "Mortgage") pursuant to the registration statement on Form S-3 (File No. 333-192267)
filed on November 12,2013, as amended to date (the "Initial Registration Statement"). The Mortgage
has been qualified under the U.S. Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"),
and the rules and regulations of the U.S. Securities and Exchange Commission (the "Commission")
under the Trust Indenture Act. The U.S. Securities Act of 1933, as amended, is herein referred to as the
NY\ 61 76548. 924 87 I -m7 I / LEG AL1207] 481.4.1.
"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
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 lnitial 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 Statement"),
filed pursuant to Rule 462(b) under the Securities Act, 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 U.S.
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
"I)isclosure 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 order to make the statements therein, in the light of the circumstances
NY\ 61 76il8. 924 87 8 -m7 8 / LEG AL12011. 481. 4.1
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 fumished 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 2:30 p.m., New York City Time, on the date of this
Agreement.
At the earliest time after the filing of the Initial Registration Statement that the Company or another
offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Securities
Act) of the 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 lndenture 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 qualifu 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'
NY\ 61 76548.924 87 I -0p/7 8 / LEG AL1201L81. 4.'t
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
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
indemnifi cation 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 material properties described as owned and good and
sufficient leasehold interest in all of the 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 perfofinance 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 govemmental 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 of 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 governmental proceedings pending or to the Company's knowledge threatened against
the Company or its subsidiaries that, if determined adversely to the Company or any subsidiary
would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect or
a material adverse effect on the ability of the Company to perform its obligations under this
Agreement or the Mortgage.
NY\ 61 76s48. 924 87 8-ef7 8 / LEG AU2011.481.4.1
(l) 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 Securities Act and the
Regulations thereunder.
(m) 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 of the assets of the
Company and its consolidated subsidiaries and (ii) maintains a system of internal accounting
controls sufhcient to provide reasonable assurances that (l) transactions are executed in
accordance with management's general or specific authorization; (2) transactions are recorded as
necessary to permit preparation of financial statements in conformity with generally accepted
accounting principles or any other criteria applicable to such statements and to maintain
accountability for assets; (3) access to assets is permitted only in accordance with management's
general or specific authorization; and (4) the recorded 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 U.S. 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
("Environmental 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
r{Y\ 61 76548. 924 87 8 -m7 8 / LEG AI-f,20[L481 4.1
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
purchasefromtheCompanyatapurchaseprice of 99.32% of theprincipalamountthereof plusaccrued
interest, if any, from March 13,2014 to the Closing Date (as hereinafter defined), the respective principal
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. lnterests 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 l0:00 a.m., (New York time), on March 13,2014, 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 Date," 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 U.K. 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 2l(1) of the FSMA does not apply to the Company; 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 "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 offer; 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
NY\ 61 76548. 924 87 8 -m7 8 / LEG AL12011 481 4.1
that:
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 2003/71/EC (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 each Relevant
Member State and the expression "2010 PD Amending directive" means Directive 2010173/EU.
(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 15(d) of the Exchange Act
subsequent to the date of the Prospectus and for so long as the delivery of a prospectus (or in lieu
thereof, the notice referred to in Rule 173(a) under the Securities 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
anyjurisdiction, ofthe initiation orthreatening ofany proceeding for any such purpose, or ofany
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 ofany such issuance ofa notice ofobjection, 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
NY\ 61 76548. 924 87 8-007 I / LEG AL12011 487 4.7
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
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 notifr you and upon your request to file such document and to prepare and furnish 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 prepare 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(a)(3) 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) underthe Securities Act), an earnings statement of the Company and its
subsidiaries (which need not be audited) complying with Section l1(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 qualifu 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
otherwise subject.
(e) The Company will pay all expenses incident to the perfornance 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
NY\ 61 76548. 924 87 8-m7 8 / LEG ALt2017 481.4.1
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
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 of their counsel, transfer taxes on the resale of the Offered
Securities and any advertising and travel expenses incurred by them.
(0 ln 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
10:00 p.m., Washington, D.C.time, on the date of this Agreement, and the Company shall atthe
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 I I I (b)
under the Securities 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 Securities Act
and (ii) has complied and will comply with the requirements of Rule 433 under the Securities 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
offrcers of the Company made pursuant to the provisions hereof, to the perfonnance by the Company of
its obligations hereunder and to the following additional conditions precedent:
NY\ 61 76548. 924 87 8 407 I / LEG AL12011. 481. 4."1
(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 threatened by the
Commission; and all requests for additional information on the part of the Commission shall have
been complied with.
(b) (i) On the date hereof, 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 accountants, 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 January 31, 2014, 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
NY\ 61 76548. 924 87 8 -C[7 8 / LEG 4L1201], 4814.1
l0
(4) for the period from January 1,2014 to January 31,2014,
there were any decreases, as compared with the corresponding period in
the precedinEyear, 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
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 organization" (as such term is defrned 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
Jeffery B. Erb, Assistant 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.
(f) 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
il
NY\ 61 76s48. 924 87 8 -m7 I / LEG AL1207r 481 4.7
documents as they request for the purpose of enabling them to pass upon such matters. In
rendering such opinion or opinions, 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 offrcers, 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
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, leffers and documents as the Underwriters reasonably request. The Underwriters may waive
compliance with any conditions to their obligations hereunder.
7. Indemnification and Contribution. (a) The Company will indemnift and hold harmless
each Underwriter, its partners, members, directors and officers and each person, if any, who controls such
Underwriter within the meaning of Section l5 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 Securities 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 conholling 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 March 10, 2014, contains an untrue statement of material fact or omits to
r{Y\ 61 76il8. 924 87 84p7 8 / LEG AL'12011 81 4.1
t2
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.
(b) Each Underwriter will severally and not jointly indemnifu and hold harmless the
Company, its directors and officers and each person, if any, who controls the Company within the
meaning of Section I 5 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 indemnifring party under subsection (a) or (b) above, notifu the indemnifring party of the
commencement thereof; but the omission so to notifi 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 funher that the failure to notifu the indemniffing party shall
not relieve it from any liability that it may have to an indemnified party otherwise than under subsection
(a) or (b) above. ln case any such action is brought against any indemnified party and it notifies the
indemniffing party of the commencement thereof, the indemnifing party will be entitled to participate
therein and, to the extent that it may wish, jointly with any other indemnifring 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 indemnifuing party), and after notice
from the indemniffing party to such indemnified party of its election so to assume the defense thereof, the
indemnifuing 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 party against the indemnifuing party under this Section 7 if the employment of such counsel
NY\ 61 76s48. 924 87 I fi7 8 / LEG ALr2017487 4.7
l3
shall have been authorized in writing by the indemnifring pa(y in connection with the defense of such
action, if in the written opinion of counsel to either the indemniffing party 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
indemnif,ring party. No indemnifuing 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
threatened action in respect of which any indemnified pafty 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 party.
(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 indemnifuing 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 ofthis 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 I I (f) of the Securities 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.
NY\ 61 76s48. 924 87 8 -007 I / LEGAL1 201 1,t814. 1
t4
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
hereunder, to purchase the Offered Securities that such defaulting Underwriter or Underwriters agreed but
failed to purchase. If any Underwriter or Underwriters 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 occurence 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 and
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
15
NY\ 61 76s48. 924 87 I -N7 8 / LEG AL120IL8L4.1
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.
I l. 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) BNP Paribas Securities
Co.p., 787 Seventh Avenue, New York, NY 10019, (ii) Mistubishi UFJ Securities (USA), [nc., 1633
Broadway, 29n Floor, New York, NY 10019-6708 and (iii) RBC Capital Markets, LLC, Three World
Financiai Center, 200 Vesey Street, 8m and 10ft Floors, New York, NY 10281-8098, or, if sent to the
Company, will be mailed, delivered or telegraphed and confirmed to it at PacifiCorp, 825 NE Multnomah,
6th Floor, Portland, OR 97232, 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.
12. 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 SectionT, 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.
15. Waiver of Jury TO THE FULLEST EXTENT PERMITTED BY LAW, EACH OF Trm
PARTIES HERETO WATVES ANY RIGHT IT MAY HAVE TO A TRIAL BY ruRY IN RESPECT OF
LITIGATION DIRECTLY OR TNDIRECTLY ARISTNG OUT OF, LINDER OR IN CONNECTION
WITH THIS AGREEMENT. EACH PARTY FURTHER WATVES ANIY RIGHT TO CONSOLIDATE
ANY ACTION TN WHICH A ruRY TRIAL HAS BEEN WATVED WITH ANY OTTMR ACTION IN
WHICH A ruRY TRIAL CANNOT BE OR HAS NOT BEEN WATVED.
lSignatures followl
I\ry\ 61 76s48. 924 87 8-m7 I / LEG AL1,f17 47 4.L
l6
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
By :-lVlBrusc_l,Yrllia&s
Name: Bruce Williams
Title: Vice President and Treasurer
Nry\ 61 76548.%4878S78 / r_EG AL7zJ.t74E74.l
(Underwr it ing Agr e em ent)
The foregoing Underwriting Agreement
is hereby confirmed and accepted
as of the date first above written.
BNP Paribas Securities Corp.
By: /s/ Jim Turner
Name: Jim TurnerTitle: Managing Director
Head of Debt Capital Markets
Mitsubishi UFJ Securities (USA), Inc.
/s/ Brian CosliandroBy:
Name:
Title:
Brian Cogliandro
Managing Director
RBC Capital Markets, LLC
By: /s/ Scott G. Primrose
Name: Scott G. PrimroseTitle: Authorized Signatory
On behalf of themselves and as Representatives of the several Underwriters
NY\ 61 76548. 924 87 I -N7 I / LEG AL720114814 :t
(Un derw r it ing A gr e em ent)
SCHEDULE A
Underwriter
Principal Amount
of
Bonds
BNP PARIBAS SECURITIES CORP.s93,500,000
MITSTIBISHI UFJ SECURITIES (USA), INC.s93,500,000
RBC CAPITAL MARKETS, LLC s93,500,000
SCOTIA CAPITAL (USA) INC.$25,500,000
BNIY MELLON CAPITAL MARKETS, LLC $17,000,000
RBS SECURITIES INC.$17,000,000
U.S. BANCORP II.IVESTMENTS, INC.$17,000,000
WELLS FARGO SECURITIES, LLC $17,000,000
CIBC WORLD MARKETS CORP.$8,500,000
DEUTSCIM BANK SECURITMS TNC.$8,500,000
KEYBANC CAPITAL MARKETS INC.$8,500,000
LLOYDS SECURITIES INC.$8,500,000
MZUHO SECURITIES USA INC.$8,500,000
SMBC NIKKO SECURITIES AMEzuCA, INC.s8,500,000
Tnfel s425,000,000
NY\ 61 76s48. 924 87 8-m.7 I / LEG AL12077 487 4.1
SCHEDULE B(i)
Issuer Free Writing Prospectuses
See Schedule B(ii)
NY\ 61 76s48. 924 87 8 -m7 8 / LEG 4Lr2011481.4.1,
scHEDrrLE B(ii)
Filed pursuant to Rule 433(d)
Registration No. 33Y192267
Dated March 1O,2Ol4
FINAL TERM SHEET
Issuer: PacifiCorp
Security Type: First Mortgage Bonds due2024
Legal Format: SEC Registered
Principal Amount: $425,000,000
Coupon: 3.60%
lnterest Payment Dates: Semi-annually on April I and October l, commencing on October l,
2014
Trade Date: March 10,2014
Settlement Date: March 13,2014 (T+3)
Maturity: April1,2024
Treasury Benchmark: 2.75Yo due February 15,2024
US Treasury Spot: 99-24+
US Treasury Yield: 2.777%
Spread to Treasury: *83 basis points
Re-offer Yield: 3.607%
Price to Public (Issue Price): 99.940% of principal amount
Optional Redemption: Prior to January 1,2024, Make Whole Call at T+15 basis points. On or
after January 1,2024,100% of the principal amount plus accrued and
unpaid interest
Denominations: S2,000 and any integral multiples of $1,000 in excess thereof
Joint Book-Running Managers: BNP Paribas Securities Corp.
Mitsubishi UFJ Securities (USA), Inc.
RBC Capital Markets, LLC
Co-Managers: Scotia Capital (USA) Inc.
M\ 61 7698.9241878 il78 / LEG AL12077874.1
BNY Mellon Capital Markets, LLC
RBS Securities lnc.
U.S. Bancorp lnvestments, Inc.
Wells Fargo Securities, LLC
CIBC World Markets Corp.
Deutsche Bank Securities Inc.
KeyBanc Capital Markets Inc.
Lloyds Securities Inc.
Mizuho Securities USA Inc.
SMBC Nikko Securities America, lnc.
CUSIP/ISIN: 695114CR-7 /US695ll4CR72
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 www.sec.gov. Alternatively, the issuer, any
underwriter or any dealer participating in the offering will arange to send you the prospectus if you
request it by calling BNP Paribas Securities Corp. at [phone], Mitsubishi UFJ Securities (USA),
Inc. at [phone] and RBC Capital Markets, LLC at(866)375-6829.
r{Y\ 61 7678.924 87 8m7 8 / LEG AL72O11. Nt 4.1.
EXHIBIT A
Form of Opinion of Jeffery B. Erb, Assistant General Counsel of the Company
l. To my knowledge and except for the matters disclosed in the Disclosure Package, there is no
legal or governmental 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, property 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 ofthe Bonds and the use ofproceeds ofthe Bonds as designated in the Prospectus
do not and will not (A) conflict with the Articles of Incorporation or By-laws 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 governmental 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 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 for the Mortgage to constitute a lien thereon; the
Mortgage constitutes a valid lien in favor of the Trustee for the benefit of the holders of the bonds issued
pursuant to the Mortgage and, to the best of my knowledge, there is no lien on such Properties prior or
equal to the lien of the Mortgage, other than the exceptions enumerated above in this paragraph 4.
NY\ 61 76548. 924 87 8 -ffi7 8 / LEG AL72011. 48't 4 :t
EXIIIBIT 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, California, Colorado, Idaho, Montana, New Mexico, Utah,
Washington and Wyoming.
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 lndenture Act of 1939, as amended (the
"Trust Indenture 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 pursuant to 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 lncome 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 Eflect 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.
NY\ 61 76s48. 924 87 8-m7 I / LEG AL72011. 81 4.1
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. 3 l0l8; 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
November 12, 2013; the Prospectus was filed with the Commission pursuant to Rule 424(b) on March
I O ]. 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 of its 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 leffer, subject to the assumptions, exclusions and
qualifications set fonh 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 further 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 B, 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
I\ry\ 61 76548.924 87 I m7 I / LEG AL12011. 8t 4.1.
contains any untnre 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 its 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.
N\ 61 76548.924187 8 N7 8 / LEG ALx2011481.4.1.
Report of Securities Issued
REPORT OF SECURITIES ISSUED
March 19,2014
PACIFICORP
Description of securities: $425,000,000 of PacifiCorp's First Mortgage Bonds
3.60% Series due April2024
* Denotes estimate only.,t"t Includes estimated rating agency fees of $442,000 for the Bonds.
Description Amount
I Face value or principal amount $425,000,000
2.Plus premium or less discount (255,000)
3.Gross proceeds 424,745,000
4.Underwriter's spread or commission (2,635,000)
5.Securities and Exchange Commission registration fee (54,740)
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)
lt Trustee's charges*(15,000)
t2.Counsel fees*(105,000)
13.Accountants' fees*(105,000)
14.Cost of listing N/A
15.Miscellaneous expenses of issue**
(Describe larse items)
(445,260)
16.Total deductions*(3,425,000)
17.Net amount realized*$421,320,000