20150629Report of First Offering.pdf

ROCKY MOUNTAIN
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Jurre29,2015
VA OWRNIGHT DELIWRY
Idaho Public Utilities Commission
472 West Washington Street
Boise,Idaho 83702
Attn: Ms. Jean Jewell
Commission Secretary
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Re: Case No. PAC-E-14-05 Order No.33083
Report of First Mortgage Bond Offering in
Aggregate Principal Amount of $250,000,000
Dear Commissioners:
Pursuant to the referenced Order, PacifiCorp submits to the Commission an original and seven (7)
copies of the following documents relating to PacifiCorp's June 16,2015 offering of $250,000,000
aggregate principal amount of First Mortgage Bonds, (Bonds):
Prospectus Supplement dated June 16, 2015.
Underwriting Agreement between PacifiCorp and Mitsubishi UFJ Securities (USA) Inc. and
Scotia Capital (USA) Inc. dated June 16, 2015.
Report of Securities Issued.
With regard to the use of the proceeds from the issuance of the Bonds, please see o'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 leffer or the enclosed documents.
Sincerely,fu rvu/,/L*/"'
Bruce N. Williams
Vice President and Treasurer
Enclosures
Cc: Terri Carlock (IPUC)
Prospectus Supplement
June 16,2015
pRoSpECTUS SUPPLEMENT TO PROSPECTUS DATED NOVEMBER 12,2013
Yr*sHF*g*P
$250,000,000 First Mortgage Bonds
3.35Vo Series Due 2025
The bonds will bear interest at3.35Vo per year and will mature on July 1,2025. We will pay
interest on the bonds on January L and July 1 of each year, beginning on January 1.,2016.
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 Offer $249,680,000
Underwritins Discount $ L,625,ooo
Proceeds to PacifiCorp (Before nses) .$248,055,000
(1) Plus accrued interest, if any, from June 19,2015.
The underwriters expect to deliver the bonds to purchasers through The Depository Tiust
Company on or about June L9,2015.
Neither the U.S. Securiti6s and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or detennined if this prospectus supplement or the
accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal
offense.
loint Book-Running Managers
MUFG
Barclays
Mizuho Securities
Co-Managers
BI{P PARIBAS
PNC Capital Markets LLC
Scotiabank
CIBC
SMBC Nikko
The date of this prospectus supplement is June 1,6,2015.
TABLE OF CONTENTS
Prospectus Supplement
About This Prospectus Supplement . .
Prospectus Supplement Summary
About PacifiCorp
The Offering
Risk Factors
Summary Consolidated Financial Information
Use of Proceeds
Capitalization
Consolidated Ratios of Earnings to Fixed Charges
Description of the Bonds
Certain U.S. Federal Income Thx Considerations
Benefit Plan lnvestor Considerations . .
Undenvriting....
LegalMatters...
Experts
Prospectus
About This Prospectus . .
Forward-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
LegalMatters...
Experts
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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," "outi" "us" 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, N.A., 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
prolpectus supplement contains more detailed information regarding the terms and conditions of the bonds.
The following summary is quaffied 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,
75 thermal, hydroelectric, wind-powered and geothermal generating facilities with a net owned capacity
of ll,136 megawatts. We also own, or have interests in, electric transmission and distribution assets,
and transmit electricity through approximately 16,400 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 Berkshire Hathaway Energy Company ("BHE"), a holding
company based in Des Moines, Iowa that owns subsidiaries principally engaged in energy businesses.
BHE is a consolidated subsidiary of Berkshire Hathaway Inc. BHE 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 97232,
and our telephone number is [phone].
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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THE OFFERING
Issuer PacifiCorp.
Bonds Offered $250,000,000 aggregate principal amount of 3.35% First
Mortgage Bonds due 2025 (the "bonds").
The bonds are a series of securities that will be issued under a
twenty-eighth supplement to the Mortgage.
July 1,2025.
January 1 and July 1, beginning on January 1.,2016.
Maturity Date
Interest Payment Dates
Optional Redemption At any time prior to April 1.,2025 (which is the date that is
Sinking Fund
three months prior to the maturity of the bonds (the "par call
date")), we may redeem the bonds, at our option, in whole or
in part, at any time, at a redemption price equal to the greater
of:
(1) 100Vo of the principal amount of the bonds then
outstanding to be redeemed; and
(2) the sum of the present values of the remaining
scheduled payments of principal and interest on the
bonds to be redeemed that would be due if the bonds
matured on the par call date (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 Tieasury Rate
plus 20 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 April 1, 2025 (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.
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."
Ranking
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Covenants The Mortgage contains a number of covenants by us for the
benefit of the holders of the bonds, including provisions
requiring us to maintain the mortgaged property as an
operating system or systems capable of engaging in all or any
of the generating, transmission, distribution or other utility
businesses described in the Mortgage. See "Description of
Additional Bonds-Certain Covenants" in the accompanying
prospectus.
The bonds are available for purchase in minimum
denominations of $2,000 and any integral multiple of $1,000 in
excess thereof.
We intend to use the net proceeds from the sale of the bonds
to fund capital expenditures and for general corporate
purposes. Concurrent with the sale of the bonds, we plan to
retire short-term debt that was partially incurred to pay a
$250 million dividend on June 4,2015 to PPW Holdings LLC,
a wholly owned subsidiary of BHE and our direct parent
company ("PPW Holdings"). See "IJse of Proceeds" in this
prospectus supplement.
The Bank of New York Mellon Tiust Company, N.A. will be
the trustee for the holders of the bonds. See "Description of
Additional Bonds-The Mortgage Thustee" in the
accompanying prospectus.
Denominations
Use of Proceeds
Ihustee
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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 31,2014 (the "Form 10-K") and our Quarterly Report on Form 10-Q for the
quarterly period ended March 31,20L5 (the "Form 10-Q"), 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 financial
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 31.,2014
and 2013, and our unaudited historical Consolidated Financial Statements as of and for the three-
month periods ended March 31.,201.5 and 201.4. This summary consolidated financial information
should be read together with, and is qualified in its entirety by reference to, our Consolidated Financial
Statements and Management's Discussion and Analysis of Financial Condition and Results of
Operations contained in the Form 10-K and the Form L0-Q.
Three-Month
Periods Ended
March 31,
Years Ended
December 31,
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
Consolidated Balance Sheet Information:
Total assets
Total long-ter
maturities
m debt and capital lease obligations, net of current
Total shareholders' equity
2015 20L4
(in millions)
$1,250 $1,288 $ 5,252 $ 5,147272 290 1,300 1,264t34 155 698 682
$ 482 $ 482 $ 1,570 $ 1,553(233) (273) (1,079) (1,049)(260) (e0) (s2t) (s31)
As of
March 31,
20ts
As of December 31,
(in millions)
$22,172 $22,267 $2t,659
6,874 6,919 6,6397,440 7,756 7,787
USE OF PROCEEDS
We intend to use the net proceeds from the sale of the bonds to fund capital expenditures and for
general corporate purposes. Concurrent with the sale of the bonds, we plan to retire short-term debt
that was partially incurred to pay a $250 million dividend on June 4,201,5 to PPW Holdings. As of
June 16, 2015, we had approximately $229 million of commercial paper outstanding maturing in June
2015, with a weighted average interest rate of 0.40Vo.
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CAPITALIZATION
The table below shows our capitalization on a consolidated basis as of March 31,2075. The'As
Adjusted" column will reflect our capitalization as of that date after giving effect to this offering of
bonds. You should read this table along with the Consolidated Financial Statements contained in the
Form 10-K and the Form 10-Q (in millions).
As of March 31, 2015
Actual As Adjusted
Amounts Amounts 7o
Short-term debt . .
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
Three-Month
Period Ended
March 31, 2015
3.1x
Years Ended December 31,
3.6x 3.5x 2.9x
$ 210
179
6,874
l.4Vo
1.2
46.8
7,438 50.6 7,438 49.7
$ 210 1.4Vo179 1.2
7,124 47.7
7,513 50.32-
$14,953 t00.0Vo
7,263
2
*:
$t4,703 t00.0vo
CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES
20tt
2.9x:3.0x
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DESCRIPIION OF THE BONDS
The bonds will be issued pursuant to a twenty-eighth supplemental indenture to the Mortgage (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. Thrst 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 $250,000,000. The entire principal amount of the
bonds will mature and become due and payable, together with any accrued and unpaid interest thereon,
on July 1,2025. The bonds are not subject to any sinking fund provision. The bonds are available for
purchase in minimum denominations of $2,000 and any integral multiple of $1,000 in excess thereof.
Interest
Each bond will bear interest at the rate of 3.35% per annum from the date of original issuance.
Interest on the bonds will be payable semi-annually in arrears on January 1 and July 1 of each year
(each, an "Interest Payment Date"). The initial Interest Payment Date is January 1, 2016. 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.
F\rrther Issuances
The bonds will initially be limited in aggregate principal amount to $250,000,000. 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, CUSP
numbers and other terms as the bonds offered by this prospectus supplement, except for the issue date,
issue price, payment of interest accruing prior to the issue date of the further bonds and, under some
circumstances, for the first payment of interest following the issue date of the further bonds. These
further bonds may be consolidated and form a single series with the bonds offered by this prospectus
supplement.
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Optional Redemption
At any time prior to April 1,2025 (which is the date that is three months prior to the maturity of
the bonds (the "par call date")), 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:
. l00Vo 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 that would be due if the bonds matured on the par call date (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 Tieasury Rate, plus 20 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 April 1, 2025 (which is the date that is three months prior to the maturity
of the bonds), we may redeem the bonds, at our option, in whole or in part, at any time, at a
redemption price equal to l00Vo of the principal amount of the bonds to be 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 Tiust 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.
"Comparable Tieasury Issue" means the United States Tieasury security selected by an
Independent Investment Banker as having a maturity comparable to the remaining term of the bonds
(assuming, for this purpose, that the bonds matured on their par call date) to be redeemed that would
be utilized, 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, the Reference Tieasury
Dealer Quotation for such redemption date.
"Independent Investment Banker" means an investment banking institution of international
standing appointed by us.
"Reference Tieasury Dealer" means a primary U.S. government securities dealer in New York City
appointed by us.
"Reference Tieasury Dealer Quotation" means, with respect to the Reference Tieasury Dealer and
any redemption date, the average, as determined by us, of the bid and asked prices for the Comparable
Tieasury Issue (expressed in each case as a percentage of its principal amount and quoted in writing to
us by such Reference Tieasury Dealer at 5:00 p.m. on the third business day in New York City
preceding such redemption date).
"Tieasury Rate" means, as of a given redemption date, the rate per annum equal to the
semi-annual equivalent or interpolated (on a daycount basis) yield to maturity of the Comparable
Tieasury Issue, assuming a price for the Comparable Tieasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Tieasury Price for that redemption date.
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CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS
The following discussion is a summary of the material U.S. federal income tax considerations that
may be relevant to the ownership and disposition of the bonds issued pursuant to this offering, and
does not purport to be a complete analysis of all potential tax effects.
This discussion is limited to persons purchasing the bonds for cash pursuant to this prospectus
supplement at the offering price on the cover page of this prospectus supplement and who hold the
bonds as capital assets for tax purposes. This discussion does not address all the U.S. federal income
tax consequences that may be relevant to you in light of your particular circumstances or to investors
subject to special rules, such as financial institutions, banks, U.S. expatriates, controlled foreign
corporations, passive foreign investment companies, insurance companies, dealers in securities or
currencies, traders in securities, U.S. Holders (as defined below) whose functional currency is not the
U.S. dollar, tax-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 ("Tieasury Regulations"), court decisions
and administrative interpretations, all as in effect as of the date of this prospectus supplement and all
of which are subject to change at any time, possibly with retroactive effect. Changes in 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 "LJ.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
substantial decisions or has a valid election in effect under applicable Tleasury Regulations to be
treated as a U.S. person.
Interest
It is expected, and the following discussion assumes, that the bonds will not be treated as issued
with original issue discount for U.S. federal income tax purposes. Accordingly, you generally must
include 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.
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If we call the bonds for redemption (see "Description of the Bonds-Optional Redemption"), we
may be obligated to make "make-whole" payments on the bonds in excess of stated interest and
principal. We believe, and intend to take the position, 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 Tleasury Regulations. Our
determination is not, however, binding on the IRS. Assuming our determination is upheld, if we are
required to make these additional payments, you likely would recognize additional interest income in
accordance with your method of accounting for U.S. federal income tax purposes.
Certain U.S. Holders who are individuals, estates or trusts are subject to an additional 3.8Vo tur
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 Other Taxable Disposition ol 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 additional 3.8Vo 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.
Information Reporting and Backup Withholding
In general, information reporting will apply to payments of interest and to the proceeds from the
sale (including a redemption or retirement) of bonds paid to you unless you are an exempt recipient.
Additionally, backup withholding (currently at a rate of.28Vo) will apply to such payments if you fail to
provide a correct taxpayer identification number or certification of exempt status, have been notified by
the IRS that you are subject to backup withholding for failure to report your full dividend and interest
income or otherwise fail to comply with applicable requirements of the backup withholding rules.
Backup withholding is not an additional tax. If backup withholding applies, you may use the
amounts withheld as a credit against your U.S. federal income tax liability, and may be entitled to a
refund, as long as you timely provide certain information to the IRS.
Non-U.S. Holders
This section applies to you if you are a "Non-U.S. Holder." A Non-U.S. Holder means a beneficial
owner of the bonds that is neither a U.S. Holder nor a partnership for U.S. federal income tax
purposes.
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Payments of Interest
Payments to you of interest generally will not be subject to U.S. federal withholding tax, provided
that:
. the interest is not effectively connected with the conduct by you of a trade or business in the
United States;
. you do not actually or constructively own lUVo or more of the total combined voting power of all
classes of our stock entitled to vote;
. you are not a controlled foreign corporation that is related to us actually or constructively
through stock ownership;
. you are not a bank receiving certain types of interest; and
. we, or the applicable withholding agent, receive appropriate documentation, generally a
completed IRS Form W-8BEN or W-SBEN-E (or other applicable form), establishing that you
are not a United States person within the meaning of the Code in compliance with applicable
requirements or you satisff certain documentary evidence requirements for establishing that you
are not a United States person (this certification may also be provided by (i) a securities clearing
organization, (ii) u bank or other financial institution that holds customers' securities in the
ordinary course of its trade or business or (iii) a "qualified intermediary" that has entered into a
withholding agreement with the IRS and other conditions are met).
If all of these requirements are not satisfied, payments of interest to you will be subject to a 30Vo
U.S. federal withholding tax unless you provide us or the applicable withholding agent, as the case may
be, with a properly executed (a) IRS Form W-8BEN or W-8BEN-E (or other applicable form) claiming
an exemption from or reduction in withholding under an applicable income tax treaty or (b) IRS
Form W-8ECI (or other applicable form) stating that interest paid on the bonds is not subject to U.S.
federal withholding tax because it is effectively connected with your conduct of a trade or business in
the United States (as discussed below).
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. federal 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. In addition, if you are a foreign
corporation, such income may also be subject to a "branch profits tax" at a rate of 30Vo (or lower
applicable income tax treaty rate).
Sale or Other Taxable 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 30Vo (or lower applicable income tax treaty
rate).
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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 30% (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).
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.
Intormafion Reporting and Backup Withholding
If you are a Non-U.S. Holder, you generally will be exempt from backup withholding (currently at
a rate of 28Vo) and information reporting with respect to interest on the bonds, provided that the
certification procedures required to claim the exemption described under the heading "Payments of
Interest" above are satisfied or you otherwise certi$ as to your status as not a United States person or
establish another exemption. However, we or our paying agent may be required to report to you and to
the IRS payments of interest on the bonds and the amount of tax, if any, withheld with respect to those
payments. Copies of the information returns reporting such interest payments and any U.S. federal
withholding may also be made available to the tax authorities in the country in which you reside under
the provisions of a treaty or agreement.
If you are a Non-U.S. Holder, proceeds received from the sale (including a redemption or
retirement) of a bond to or through the U.S. office of a broker generally are subject to information
reporting and backup withholding, unless you certiff as to your status as not a United States person or
otherwise establish an exemption from information reporting and backup withholding.
Generally, information reporting and backup withholding will not apply to proceeds received from
the sale (including a redemption or retirement) of a bond where the transaction is effected outside the
United States through a non-United States office of a broker. However, if the broker is considered a
U.S. payor or U.S. middleman (within the meaning of the Tleasury Regulations), information reporting
(but not backup withholding) will apply to a payment of disposition proceeds where the transaction is
effected outside the United States unless the broker maintains documentary evidence that you are not
a United States person and certain other condition are met.
Backup withholding is not an additional tax. If backup withholding applies, you may use the
amounts withheld as a refund against your U.S. federal income tax liability, and you may be entitled to
a refund, as long as you timely provide certain information to the IRS.
Foreign Accounts
Pursuant to Sections l47l to 1474 of the Code and the Tieasury Regulations promulgated
thereunder (the provisions commonly known as "EATCA'), interest and, beginning January 1,, 2017, the
gross proceeds of sale or other disposition of the bonds paid to a foreign financial institution will be
subject to a 30Vo U.S. federal withholding tax ("FAICA withholding") unless (x) the institution enters
into an agreement with the U.S. government to withhold on certain payments and to collect and
provide to the U.S. tax authorities substantial information regarding U.S. account holders of the
institution (which includes certain equity and debt holders of the institution, as well as certain account
holders that are foreign entities with U.S. owners) and (y) the foreign financial institution provides the
withholding agent with a certification that it is eligible to receive payment free of FATCA withholding.
The above referenced Code provisions and related Tleasury Regulations also generally impose FATCA
withholding on interest and the gross proceeds from a sale or other disposition of the bonds paid to a
non-financial foreign entity unless the entity provides the withholding agent with a certification (i) that
the entity does not have any "substantial United States owners" or (ii) provides certain information
regarding the entity's "substantial United States owners," which will in turn be provided to the U.S. tax
authorities. A foreign financial institution or non-financial foreign entity can meet the certification
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requirements generally by providing a properly executed IRS Form W-8BEN-E or IRS Form W-SECI,
as applicable. Foreign financial institutions located in jurisdictions that have an intergovernmental
agreement with the United States governing FATCA may be subject to different rules. Under certain
circumstances, a U.S. Holder or Non-U.S. Holder might be eligible for refunds or credits of the taxes
withheld under FAICA from the IRS. The rules under FATCA are complex. You are encouraged to
consult with your own tax advisors regarding the possible implications of FAICA on your investment in
our bonds.
PERSONS CONSIDERING THE PURCHASE OF THE BONDS SHOULD CONSULT THEIR
owN TAX ADYISORS WITH RESPECT TO THE U.S. FEDERAL INCOME TAX CONSEQUENCES
oF THE PURCHASE, OWNERSHIP AND DTSPOSITION OF BONDS rN Lrcrrr OF THErR
PARTICUI"AR CIRCUMSTANCES, AS WELL AS THE EFFECT OF ANY STATE, LOCAL OR
FOREIGN TAX I,A\ilS OR ANY APPLICABLE TAX TREATY.
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BENEFIT PLAN IT\TVESTOR 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 Title 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," and together with ERISA and Section 4975
of the Code, 'Applicable Benefit Plan Regulations"). A fiduciary of an employee benefit plan subject to
any Applicable Benefit Plan Regulation(s) must determine that the purchase and holding of the bonds
are consistent with its fiduciary duties under such Applicable Benefit Plan Regulation(s). Such
fiduciary, as well as any other prospective investor subject to any Applicable Benefit Plan Regulation(s),
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. Aparty
in interest or disqualified person who engages in a nonexempt prohibited transaction may be subject to
excise taxes, penalties or liabilities under Applicable Benefit Plan Regulations, 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 Applicable Benefit Plan
Regulations. 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-L4, 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(b)(17) 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 any Applicable Benefit Plan Regulation(s) will be deemed to
have represented by its acquisition and holding of the bonds that its acquisition and holding of the
bonds does not constitute or give rise to a non-exempt prohibited transaction under such Applicable
Benefit Plan Regulation(s). 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 individual retirement account subject
to any Applicable Benefit Plan Regulation(s).
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UNDERWRITING
Mitsubishi UFJ Securities (USA), Inc. and Scotia Capital (USA) Inc. are acting as our joint
book-running managers for this offering and as representatives for the under,writers named below.
Subject to certain terms and conditions in the undenvriting agreement dated the date of this prospectus
supplement, each underwriter has severally agreed to purchase, and we have agreed to sell to each
underwriter, the principal amount of bonds indicated in the following table:
Underwriters
Principal
Amount of
Bonds
$ 87,500,000
87,500,000
12,500,000
12,500,000
12,500,000
12,500,000
12,500,000
12,500,000
Mitsubishi UFJ Securities (USA), Inc.
Scotia Capital (USA) Inc.
Barclays Capital Inc. . .
BNP Paribas Securities Corp. .
CIBC World Markets Corp. .
Mizuho Securities USA Inc.
PNC Capital Markets LLC
SMBC Nikko Securities America, Inc.
$250,000,000
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 0.30Va of the principal
amount of the bonds. In addition, the underwriters may allow, and those selected dealers may reallow,
a concession not to exceed 0.15Vo 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 slowing 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 another underwriter a portion of the underwriting discount received by it because another
underwriter has repurchased bonds sold by or for the account of such underwriter in stabilizing or short
covering transactions.
These activities by the underwriters, as well as other purchases by the underwriters for their own
accounts, may stabilize, maintain or 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
Total
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activities are commenced, they may be discontinued by the underwriters at any time. These transactions
may be effected in the over-the-counter market or otherwise.
We estimate that our total offering expenses, not including the undenwriting discount, will be
approximately $5 15,000.
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 our
or our affiliates' securities and instruments. 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. The underwriters and their
respective affiliates may also make investment recommendations or publish or express independent
research views in respect of such securities or instruments and may at any time hold, or recommend to
clients that they acquire, long or short positions in such securities and instruments.
Certain of the underwriters and their affiliates have performed commercial banking, investment
banking, 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.
We have agreed to indemni$ 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
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
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(c) 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 or supplement a prospectus pursuant to
Article 16 of the Prospectus Directive.
Each person in a Relevant Member State who receives any communication in respect of, or who
acquires any of the bonds under, the offers contemplated here in this prospectus supplement will be
deemed to have represented, warranted and agreed to and with each underwriter and us that:
(a) it is a qualified investor as defined under the Prospectus Directive; and
(b) in the case of any bonds acquired by it as a financial intermediary, as that term is used in
Article 3(2) of the Prospectus Directive, (i) the bonds acquired by it in the offering have not been
acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons
in any Relevant Member State other than qualified investors, as that term is defined in the
Prospectus Directive, or in the circumstances in which the prior consent of the representatives of
the underwriters has been given to the offer or resale or (ii) where bonds have been acquired by it
on behalf of persons in any Relevant Member State other than qualified investors, the offer of
such bonds to it is not treated under the Prospectus Directive as having been made to such
persons.
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 2003171.tEC (and amendments thereto, including the 2010 PD Amending Directive, to
the extent implemented in the Relevant Member State), and includes any relevant implementing
measure in the Relevant Member State and the expression "2010 PD Amending Directive" means
Directive 2010173t8U.
This prospectus supplement has been prepared on the basis that any offer of the bonds in any
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 of the bonds 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 2l of the U.K. Financial Services & Market Act (the "FSMA')) such
underwriter has received in connection with the issue or sale of the bonds in circumstances in
which Section 21.(l) of the FSMA does not apply to us; and
(b) it has complied and will comply with all applicable provisions of the FSMA with respect
to anything done by it in relation to the bonds in, from or otherwise involving the United
Kingdom.
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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 LLI New York, New York.
Latham & Watkins LLP from time to time represents us or certain of our affiliates.
EXPERTS
The Consolidated Financial Statements incorporated in this prospectus supplement by reference
from PacifiCorp's Annual Report on Form 10-K for the year ended December 31, 2014, have been
audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their
report, which is incorporated herein by reference. Such financial statements have been so incorporated
in reliance upon the report of such firm given upon their authority as experts in accounting and
auditing.
With respect to the unaudited interim consolidated financial information for the periods ended
March 3L, 2015 and 2014, which is incorporated herein by reference, Deloitte & Touche LLP, an
independent registered public accounting firm, have applied limited procedures in accordance with the
standards of the Public Company Accounting Oversight Board (United States) for a review of such
information. However, as stated in their report included in PacifiCorp's Quarterl] Report on
Form 10-Q for the quarter ended March 31,2015 and incorporated by reference herein, they did not
audit and they do not express an opinion on that interim consolidated financial information.
Accordingly, the degree of reliance on their report on such information should be restricted in light of
the limited nature of the review procedures applied. Deloitte & Touche LLP are not subject to the
liability provisions of Section 11 of the U.S. Securities Act of 1933 for their report on the unaudited
interim financial information because that report is not a "report" or a "part" of the registration
statement prepared or certified by an accountant within the meaning of Sections 7 and 11 of the U.S.
Securities Act of 1933.
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PROSPECTUS
PACIFICORP
FIRST MORTGAGE BONDS
PacifiCorp, an Oregon corporation, may from time to time offer First Mortgage Bonds
('Additional Bonds" or "Securities") in one or more issuances or series at prices and on terms to be
determined at the time of sale.
We will provide specific terms of the 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 buy'ng our Securities.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANI'Y STAIE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES
OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this prospectus is November 12,2013.
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
FORWARD-LOOKING STATEMENTS
THE COMPANY
RISK EACTORS.
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 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 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.
1.
1
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2
3
4
4
8
11
T3
13
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 othenvise 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 27Aof the Securities Act of 1933, as amended (the
"Securities Act") and Section 2lE of the Securities Exchange Act of 1934, 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 "forward-looking statements" for
purposes of these provisions. Examples include discussions as to our expectations, beliefs, plans, goals,
objectives and future financial or other performance or assumptions concerning matters discussed,
including through incorporation by reference, in this prospectus. This information, by its nature,
involves estimates, projections, forecasts, risks and uncertainties that could cause actual results or
outcomes to differ substantially from those expressed in the forward-looking statements found in this
prospectus and the documents incorporated by reference in this prospectus.
Our business is influenced by many factors that are difficult to predict, involve uncertainties that
may materially affect actual results and are often beyond our ability to control. We have identified a
number of these factors in our filings with the SEC, including the Form 10-K, the Forms 10-Q and the
Forms 8-K incorporated by reference in this prospectus, and we refer you to those reports for further
information.
Any forwardJooking 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 COMPAT{Y
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 energy 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 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. [n 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 ("Mortgage")
and, if there is a defauh or a foreclosure salc, tha value of the collateral may not be suffuient to repay the
holderc ol 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 market for the Securities, and we cannot ossure you that an active trading marl<at for the
Securities will develop.
We do not intend to apply for listing of the Securities on any securities exchange or automated
quotation system. There can be no assurance as to the liquidity of any market that may develop for the
Securities. Accordingly, the ability of holders to sell the Securities that they hold or the price at which
holders will be able to sell the Securities may be limited. Future trading prices of the Securities will
depend on many factors, including, among other things, prevailing interest rates, our operating results
and the market for similar securities.
We do not know whether an active trading market will develop for the Securities. To the extent
that an active trading market does develop, the price at which a holder may be able to sell the
Securities that it holds, if at all, may be less than the price paid for them. Consequently, a holder may
not be able to liquidate its investment readily, and the Securities may not be readily accepted as
collateral for loans.
CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES
Years Ended December 31,
2012 20tt 2010
3.7x 2.9x 2.9x 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 lnternet 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 L00 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 10-K for the year ended December 31,20\2.
. Quarterly Reports on Form 10-Q for the quarters ended March3l,2013, June 30, 2013 and
September 30,2013.
. Current Report on Form 8-K filed June 6, 2013.
Nine-Month
Period Ended
September 30,
2013
3.0x
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, Oregon 97232
Telephone: [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, 1989, as amended and supplemented (the "Mortgage"), with The Bank of New York
Mellon Thust Company, N.A. (as successor trustee to JPMorgan Chase Bank, N.A.) (the "Mortgage
Ttustee"). 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 Tlustee, 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
Thustee, the redemption may be made subject to the receipt of the redemption amount by the
Mortgage Tiustee on or before the date fixed for redemption. A redemption notice will be of no effect
unless the redemption amount is received.
The Mortgage, as described below, contains provisions for the maintenance of the Mortgaged and
Pledged Property. There is no sinking or analogous fund in the Mortgage.
Cash deposited under any provisions of the Mortgage may be applied (with specific exceptions) to
the redemption or repurchase of bonds of any series. (Section 7.03, Article XII and Section 13.06)
Security and Priority
The Additional Bonds will be issued under the Mortgage and secured by a first mortgage lien on
certain utility property owned from time to time by us and/or by Class '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 energy, gas, water, steam
and other products for sale, distribution or other use; natural gas wells; gas transportation lines or
other property used in the sale of natural gas to customers or to a natural gas distribution or pipeline
company, up to the point of connection with any distribution system; our interest in the Wyodak
Facility; and all properties that have been released from the discharged Mortgages and Deeds of 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) 70% 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 L2 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 andior 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 Tlustee 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 Thustee
The Bank of New York Mellon Tiust Company, N.A. or its affiliates may act as a lender, trustee
or agent under other agreements and indentures involving us and our affiliates.
Modification
The rights of bondholders may be modified with the consent of holders of at least 60Vo of the
bonds, or, if not all series of bonds are adversely affected, the consent of the holders of at least 60Vo of
the series of bonds adversely affected. 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 Ti.ustee generally is required to vote
Class 'A' Bonds held by it with respect to any amendment of the applicable Class '.A' Mortgage
proportionately with the vote of the holders of all Class 'A' Bonds then actually voting. (Section 11.03)
Defaults and Notice Thereof
"Defaults" are defined in the Mortgage as:
(1) default in payment of principal;
(2) default for 60 days in payment of interest or an installment of any fund required to be applied
to the purchase or redemption of any bonds;
(3) default in payment of principal or interest with respect to certain prior lien bonds;
(4) certain events in bankruptcy, insolvency or reorganization;
(5) default in other covenants for 90 days after notice; or
(6) the existence of any default under a Class 'A' Mortgage that permits the declaration 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 Thustee or the holders of 25Vo of the bonds may declare the principal and interest
due and payable on Default, but a majority may annul the declaration if the Default has been cured.
(Section 15.03) No holder of bonds may enforce the lien of the Mortgage unless the Mortgage Tiustee
is given written notice of a Default and the Mortgage Tiustee fails to act after the holders of 25Vo of
the bonds have requested in writing the Mortgage Tiustee to act, offered it reasonable opportunity to
act and offered an indemnity satisfactory to it against the costs, expenses and liabilities that may be
incurred when enforcing the lien. (Section 15.16) The holders of a majority of the bonds may direct the
time, method and place of conducting any proceedings for any remedy available to the Mortgage
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 Thustee, 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 accept the deposit unless it is
accompanied by an opinion of counsel to the effect that (a) we have received from, or there has been
published by, the lnternal Revenue 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-ENTRX DELTVERY AND FORM
Unless we 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 "clearingagency" registered pursuant to the provisions of Section 17Aof 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. Thansfers 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 prory.
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 Tlustee 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.
10
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.
PI,AN 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 undenvriters' 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 undenvriters 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
11
applicable law. Unless otherwise set forth in the prospectus supplement, the obligations of the
underwriters to purchase the Securities will be subject to specific conditions, and the underwriters will
be obligated to purchase all of the offered Securities if any are purchased.
If a dealer is used in the sale of any Securities, we will sell those Securities to the dealer, as
principal. The dealer may then resell the Securities to the public at varying prices to be 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 otherwise affect the market price of
the Securities, which may be higher than the price that might otherwise prevail in the open market, and
if commenced, may be discontinued at any time. A description of these activities, if any, will be set
forth in the prospectus supplement relating to that offering.
Undenvriters, 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 of, and any discounts and commissions received by them and
any profit realized by them on resale of those Securities may be deemed to be underwriting discounts
and commissions under, the Securities Act. Subject to some conditions, we may agree to indemnify the
several underwriters, dealers or agents and their controlling persons against specific civil liabilities,
including liabilities under the Securities Act, or to contribute to payments that person may be required
to make in respect thereof.
During such time as we may be engaged in a distribution of the securities covered by this
prospectus we are required to comply with Regulation M promulgated under the Exchange Act. With
certain exceptions, Regulation M precludes us, any affiliated purchasers and any broker-dealer or other
person who participates in such distributing from bidding for or purchasing, or attempting to induce
any person to bid for or purchase, any security which is the subject of the distribution until the entire
distribution is complete. Regulation M also restricts bids or purchases made in order to stabilize the
price of a security in connection with the distribution of that security. All of the foregoing may affect
the marketability of our securities.
T2
LEGAL MATTERS
The validity of the Securities will be passed upon for us by Perkins Coie LLP, counsel to the
Company, 1120 N.W. Couch Street, Tenth Floor, Portland, Oregon 97209.
EXPERTS
The consolidated financial statements incorporated in this Prospectus by reference from
PacifiCorp's Annual Report on Form 10-K for the year ended December 31,2012 have been audited by
Deloitte & Touche LLI 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, June 30, 2013 and 2012 and September 30, 2013 and 2012, which is
incorporated herein by reference, Deloitte & Touche LLI 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 31,2013, 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 1.1.
of the Securities Act.
13
$250,000,000 First Mortgage Bonds
3.35Vo Series Due 2025
loint Book-ktnning Managers
Co-Managers
BNP PARIBAS
PNC Capital Markets LLC
Scotiabank
CIBC
SMBC Nikko
YmsHsg"Rr
PROSPECTUS SUPPLEMENT
June 16,2015
MUFG
Barclays
Mizuho Securities
Underwriting Agreement
DGCATION WRSION
PACIFICORP
$250,000,000
First Mortgage Bonds
3.35oh Series Due 2025
UNDERWRITING AGREEMENT
June 16,20L5
MITSUBISHI UFJ SECURITIES (USA), INL.
scoTrA CAPTTAL (USA) tNC.
As Representatives (the "Representatives") of the several Underwriters listed
In Schedule A hereto
c/o Mitsubishi UFJ Securities (USA), Inc.
1633 Broadway, 29th Floor
New York, NY 10019-6708
c/o Scotia Capital (USA) Inc.
250 Vesey Street
New York, NY 10281
Ladies and Gentlemen:
l. Introductory. PacifiCorp, an Oregon corporation (the "Compotry"), proposes, subject to
the terms and conditions stated herein, to issue and sell to the several underwriters listed in Schedule A
hereto (the o'Underwriters") (D U.S. $250,000,000 principal amount of its First Mortgage Bonds, 3.35%
Series due 2025 (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 "Truste€"), 8s heretofore amended and supplemented by the supplemental indentures thereto
and as further amended and supplemented by a supplemental indenture dated as of June 1,2015
(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
"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:
NY\70834145.6
(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 Initial Registration Statement, became effective upon filing with the Commission; other than a
registration statement, if any, increasing the size of the offering (a "Rule 462(b) Registration
Statement," together with the Initial Registration Statement, the "Registration Statement"),
filed pursuant to Rule 462(b) under the 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
"Disclosure Package"), as of the Applicable Time did not include any untrue statement of a
material fact or omit to state any material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not misleading. The Prospectus, as
of its date and as amended or supplemented as of the Closing Date (as defined below), does not
and will not include any untrue statement of a material fact or omit to state any 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; 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 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.
NY\7083445.6
At the earliest time after the filing of the Initial Registration Statement that the Company or another
offering participant made a bona /ide offer (within the meaning of Rule 164(hX2) 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 Indenture Act, and the rules and regulations of the Commission
thereunder. The Registration Statement, as of the applicable effective date, and any amendments
thereto as of the Closing Date did not and will not contain an untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary to make the statements
therein not misleading.
(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 foreigrr 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 qualiff would not have a material adverse effect on the financial condition, business
or results of operations of the Company and its subsidiaries taken as a whole (a "Material
Adverse Effect").
(e) The Mortgage has been duly authorized, executed and delivered by the
Company, and constitutes a valid and legally binding instrument of the Company enforceable
against the Company in accordance with its terms, except as limited by bankruptcy, insolvency,
fraudulent conveyance, reorganization and other similar laws relating to or affecting creditors'
rights generally and general equitable principles (whether considered in a proceeding in equity or
at law); and the Mortgage conforms to the description thereof in the Disclosure Package and the
Prospectus.
(f) The Offered Securities have been duly authorized by the Company and, when
authenticated and delivered in accordance with the Mortgage and paid for by the purchasers
thereof, will constitute valid and legally binding obligations of the Company enforceable against
the Company in accordance with their terms, except as limited by bankruptcy, insolvency,
fraudulent conveyance, reorganization and other similar laws relating to or affecting creditors'
rights generally and general equitable principles (whether considered in a proceeding in equity or
at law), and will be entitled to the benefit of the security afforded by the Mortgage; and the
Offered Securities conform to the description thereof in the Disclosure Package and the
Prospectus.
(g) No consent, approval, authorization or order of, or filing or registration by the
Company with, any court, governmental agency or third party is required for the consummation
of the transactions contemplated by this Agreement and the Mortgage in connection with the
issuance and sale of the Offered Securities by the Company and the use of the proceeds of the
offering of the Offered Securities as described in the Disclosure Package and the Prospectus,
except such as have been obtained or made.
NY\7083445.6
(h) This Agreement has been duly authorized, executed and delivered by the
Company and is a valid and legally binding agreement of the Company enforceable against the
Company in accordance with its terms, except as limited by bankruptcy, insolvency, fraudulent
conveyance, reorganization and other similar laws relating to or affecting creditors' rights
generally and general equitable principles (whether considered in a proceeding in equity or at
law) and subject to any principles of public policy limiting the right to enforce the
indemnification and contribution provisions contained herein.
(i) Except as disclosed in the Disclosure Package and the Prospectus, the Company
has good and sufficient title to all the 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.
(j) The Company is not (i) in violation of its Third Restated Articles of
Incorporation (the "Articles") or its Bylaws, as amended, (ii) in default in the performance or
observance of any material obligation, covenant or condition contained in any contract,
agreement or other instrument to which it is a party or by which it may be bound or (iii) in
violation of any order, rule or regulation applicable to the Company of any court or any federal or
state regulatory body or administrative agency or other governmental body, the effect of which, in
the case of (ii) and (iii), would result in a Material Adverse Effect, and neither the execution and
delivery of this Agreement, the Mortgage, or the Offered Securities, the consummation of the
transactions herein or therein contemplated, the fulfillment of the terms hereof or thereof nor
compliance with the terms and provisions hereof or thereof will conflict with, or result in a breach
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 aparty 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.
(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
NY\7083445.6
Disclosure Package and the Prospectus, there has not been any change in the capital stock or
long-term debt of the Company (other than changes arising from transactions in the ordinary
course of business), or any material adverse change in the business, affairs, business prospects,
property or financial condition of the Company and its subsidiaries taken as a whole, whether or
not arising in the ordinary course of business, and since such dates there has not been any
material transaction entered into by the Company other than transactions contemplated by the
Disclosure Package and the Prospectus, and transactions in the ordinary course of business; and
the Company has no material contingent obligation that is not disclosed in the Disclosure Package
and the Prospectus.
(n) The Company (i) makes and keeps books, records, and accounts, which, in
reasonable detail, accurately and fairly reflect the transactions and dispositions ofthe assets ofthe
Company and its consolidated subsidiaries and (ii) maintains a system of internal accounting
controls sufficient to provide reasonable assurances that (1) transactions are executed in
accordance with management's general or specific authorization; (2) transactions are recorded as
necessary to permit preparation of financial statements in conformity with generally accepted
accounting principles or any other criteria applicable to such statements and to maintain
accountability for assets; (3) access to assets is permitted only in accordance with management's
general or specific authorization; and (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 applicable U.S. federal, state and local
laws and regulations relating to (A) the protection of human health and safety and the
environment and (B) hazardous, toxic substances, 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, or failure to receive or
be in compliance with required permits, licenses or other approvals, or liability either (x) would
not be reasonably likely to have a Material Adverse Effect, or (y) is set forth in or contemplated
in the Disclosure Package and the Prospectus (exclusive of any supplement thereto).
(q) The interactive data in eXtensible Business Reporting Language included or
incorporated by reference in the Registration Statement fairly presents the information called for
in all material respects and has been prepared in compliance with the Commission's rules and
guidelines applicable thereto.
3. Purchase, Sale and Delivery of Offered Securities. On the basis of the representations,
warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the
Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to
purchase from the Company at a purchase price of 99.222% of the principal amount thereof plus accrued
interest, if any, from June 19, 2015 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.
NY\7083445.6
The Company will deliver against payment of the purchase price for the Offered Securities to be
purchased by each Underwriter hereunder and to be offered and sold by such Underwriter in the form of
one or more global securities in registered form without interest coupons (the "Global Securities")
deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the
name of Cede & Co., as nominee for DTC. Interests in the Global Securities will be held only in book-
entry form through DTC, except in the limited circumstances described in the Disclosure Package and the
Prospectus.
Payment for the Offered Securities shall be made by the Underwriters in Federal (same day)
funds by wire transfer to an account at a bank acceptable to the Underwriters drawn to the order of the
Company at 10:00 a.m., (New York time), on June 19,2015, 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 21 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
pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article
l6 ofthe Prospectus Directive. For the purposes ofthis provision, the expression an "offer ofthe
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 200317llEC (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 201017 3 lEU.
NY\708344s.5
that:
(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 ofthe 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 ofthe Prospectus and for so long as the delivery ofa prospectus (or in lieu
thereof, the notice referred to in Rule 173(a) under the 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
any j urisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any
request by the Commission for the amending or supplementing of the Registration Statement or
the Prospectus or for additional information; and, in the event ofthe issuance ofany stop order or
ofany order preventing or suspending the use ofany 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
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
NY\708344s.5
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 rezron 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
Ac! to notiff 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 l0(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 I l(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 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 qualiff 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 performance of its obligations
under this Agreement and the Mortgage, for any filing fees and other expenses (including fees
and disbursements of counsel) incurred in connection with qualification of the Offered Securities
for sale and determination of their eligibility for investment under the laws of such jurisdictions
as the Underwriters designate and the printing of memoranda relating thereto, for the fees and
expenses of the Trustee and its professional advisors, for all expenses in connection with the
execution, issue, authentication and initial delivery ofthe Offered Securities, the preparation and
printing of this Agreement, the Offered Securities, the Disclosure Package and the Prospectus,
any Issuer Free Writing Prospectus, and amendments and supplements thereto, and any other
document relating to the issuance, offer, sale and delivery ofthe 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
NY\7083445.5
fees and expenses oftheir counsel, transfer taxes on the resale ofthe Offered Securities and any
advertising and travel expenses incurred by them.
(f) In connection with the offering, until the earlier of (i) 180 days following the
Closing Date and (ii) the date the Underwriters shall have notified the Company of the
completion of the resale of the Offered Securities, neither the Company nor any of its affiliates
has or will, either alone or with one or more other persons, bid for or purchase for any account in
which it or any of its affiliates has a beneficial interest any Offered Securities or attempt to induce
any person to purchase any Offered Securities; and neither it nor any of its affiliates will make
bids or purchases for the purpose of creating actual, or apparent, active trading in, or of raising
the price of, the Offered Securities.
(g) From the date hereof through and including the Closing Date, the Company will
not, without the prior written consent of the Representatives, offer, sell, contract to sell, pledge or
otherwise dispose of, directly or indirectly, or file with the Commission a registration statement
under the Securities Act relating to, any United States dollar-denominated debt securities issued
or guaranteed by the Company and having a maturity of more than one year from the date of
issue.
(h) If the Company elects to rely upon Rule 462(b), the Company shall file a
Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) by
l0:00 p.m., Washington, D.C. time, on the date of this Agreement, and the Company shall at the
time of filing either pay to the Commission the filing fee for the Rule 462(b) Registration
Statement or give irrevocable instructions for the payment of such fee pursuant to Rule 1 1 1 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
officers of the Company made pursuant to the provisions hereof, to the performance by the Company of
its obligations hereunder and to the following additional conditions precedent:
(a) The Prospectus as amended or supplemented in relation to the applicable Offered
Securities shall have been filed with the Commission pursuant to Rule 424(b) within the
applicable time period prescribed for such filing (without reliance on Rule 424(bX8) by the
Rules and Regulations and in accordance with Section 5(a) hereof; if the Company has elected to
rely upon Rule 462(b), the Rule 462(b) Registration Statement shall have become effective by
10:00 p.m., Washington, D.C. time, on the date hereof; no stop order suspending the effectiveness
of the Registration Statement or any part thereof shall have been issued and no proceeding for
that purpose shall have been initiated or to the knowledge of the Company threatened by the
Commission; and all requests for additional information on the part of the Commission shall have
been complied with.
NY\7083,145.6
(b) The Underwriters shall have received from Deloitte & Touche LLP a comfort
letter dated the date hereof and a bring-down comfort letter dated the Closing Date, in form and
content satisfactory to the Underwriters and Underwriters' counsel, acting reasonably, containing
statements and information of the type ordinarily included in accountants' long-form comfort
letters to underwriters with respect to the financial statements and other financial information of
the Company and its subsidiaries included in the Disclosure Package and the Preliminary
Prospectus; provided that the letter delivered on the Closing Date shall use a "cut-off' date no
more than three business days prior to the Closing Date.
(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 defined in
Section 3 ofthe 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
the United States 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
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 officers, to the best of their knowledge after reasonable investigation, shall state that:
(i) the representations and warranties of the Company in this Agreement are true and correct, or
true and correct in all material respects where such representations and warranties are not
qualified by materiality or Material Adverse Effect and (ii) that the Company has complied with
all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or
l0
NY\7083445.6
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) fumish the Underwriters with such conformed copies of such opinions,
certificates, letters and documents as the Underwriters reasonably request. The Underwriters may waive
compliance with any conditions to their obligations hereunder.
7. Indemnification and Contribution (a) The Company will indemni$ 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, or any person controlling
such 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, where it shall have been determined by a court of competent jurisdiction by final and non-
appealable judgment that (i) prior to the Applicable Time the Company has notified such Underwriter that
the Preliminary Prospectus, dated June 16,2015, contains an untrue statement of material fact or omits to
state therein a material fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading, (ii) such untrue statement or omission of a
material fact was corrected in an amended or supplemented Preliminary Prospectus and such corrected
Preliminary Prospectus was provided to such Underwriter sufficiently in advance of the Applicable Time
so that such corrected Preliminary Prospectus could have been conveyed to such person prior to the
Applicable Time and (iii) such corrected Preliminary Prospectus was not conveyed to such person at or
prior to the Applicable Time to such person.
(b) Each Underwriter will severally and not jointly indemnif, 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
11
NY\708344s.5
Company may become subject, under the Securities Act or the Exchange Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained in the Registration Statement,
the Preliminary Prospectus, the Disclosure Package, the Prospectus or any Issuer Free Writing
Prospectus, or any amendment or supplement to the Registration Statement, the Prospectus or any Issuer
Free Writing Prospectus or arise out of or are based upon the omission or the alleged omission to state
therein a material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made (in the case of the Registration Statement, necessary in order to make the
statements therein not misleading), not misleading, in each case to the extent, but only to the extent, that
such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance
upon and in conformity with written information furnished to the Company by the Representatives on
behalf of the Underwriters specifically for use therein, and will reimburse any legal or other expenses
reasonably incurred by the Company in connection with investigating or defending any such loss, claim,
damage, liability or action as such expenses are incurred, it being understood and agreed that the only
such information furnished by any Underwriter consists of the following information in the Preliminary
Prospectus and Prospectus furnished on behalf of each Underwriter: under the caption "Underwriting,"
paragraphs 3, 4 (second sentence only), 5 and 6; provided, however, that the Underwriters shall not be
liable for any losses, claims, damages or liabilities arising out of or based upon the Company's failure to
perform its obligations under Section 5(a) of this Agreement.
(c) Promptly after receipt by an indemnified party under this Section of notice of the
commencement of any action, such indemnified party will, if a claim in respect thereof is to be made
against the indemniffing party under subsection (a) or (b) above, notifo the indemnifying party of the
commencement thereof; but the omission so to notify the indemnifring party will not relieve it from any
liability which it may have to any indemnified party under subsection (a) or (b) above except to the extent
that it has been materially prejudiced (through forfeiture or impairment of procedural or substantive rights
or defenses) by such failure; and provided further that the failure to notiff 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 parry of the commencement thereof, the indemnifuing party will be entitled to participate
therein and, to the extent that it may wish, jointly with any other indemnifying 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 indemnifying party), and after notice
from the indemniffingparty to such indemnified parry of its election so to assume the defense thereoe the
indemnifuing parry 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
shall have been authorized in writing by the indemnifying party in connection with the defense of such
action, if in the written opinion of counsel to either the 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 indemnifying 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
indemniffing parfy. No indemniffing pafty 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 party is or could have been a parry and indemnity
could have been sought hereunder by such indemnified party unless such settlement (i) includes an
unconditional release of such indemnified parfy from all liability on any claims that are the subject matter
NY\708344s.6
12
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 patty.
(d) If the indemnification provided for in this Section is unavailable or insufficient to
hold harmless an indemnified party under subsection (a) or (b) above, then each indemniffing party shall
contribute to the amount paid or payable by such indemnified party as a result of the losses, claims,
damages or liabilities referred to in subsection (a) or (b) above (i) in such proportion as is appropriate to
reflect the relative benefits received by the Company on the one hand and the Underwriters on the other
from the offering of the Offered Securities or (ii) if the allocation provided by clause (i) above is not
permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits
referred to in clause (i) above but also the relative fault of the Company on the one hand and the
Underwriters on the other in connection with the statements or omissions which resulted in such losses,
claims, damages or liabilities as well as any other relevant equitable considerations. The relative benefits
received by the Company on the one hand and the Underwriters on the other shall be deemed to be in the
same proportion as the total net proceeds (before deducting expenses) from the offering of the Offered
Securities received by the Company bear to the total discounts and commissions received by the
Underwriters with respect to the Offered Securities from the Company under this Agreement. The relative
fault shall be determined by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a material fact relates to
information supplied by the Company or the Underwriters and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such untrue statement or omission. The
amount paid by an indemnified parry 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 1l(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.
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 l|Yo 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 10% of the total
NY\708344s.6
l3
principal amount of the Offered Securities and arrangements satisfactory to the non-defaulting
Underwriters and the Company for the purchase of such Offered Securities by other persons are not made
within 36 hours after such default, this Agreement will terminate without liability on the part of the non-
defaulting Underwriters or the Company, except as provided in Section 9. As used in this Agreement, the
term "Underwriter" includes any person substituted for an Underwriter under this Section. Nothing
herein, including the Company's obligations pursuant to Section t hereof, will relieve a defaulting
Underwriter from liability for its default.
9. Survival of Certain Representations and Obligations. The respective indemnities,
agreements, representations, warranties and other statements of the Company or its officers and of the
several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect,
regardless of any investigation, or statement as to the results thereof, made by or on behalf of any
Underwriter, the Company or any of their respective representatives, officers or directors or any
controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement
is terminated pursuant to Section 8 or if for any reason the purchase of the Offered Securities by the
Underwriters is not consummated other than such default by an Underwriter, the Company shall remain
responsible for the expenses to be paid or reimbursed by it pursuant to Section 5 and the respective
obligations of the Company and the Underwriters pursuant to Section 7 shall remain in effect. If the
purchase of the Offered Securities by the Underwriters is not consummated for any reason other than
solely because of the termination of this Agreement pursuant to Section 8 or the occurrence of any event
specified in clause (iii), (v), (vi) or (vii) of Section 6(c), the Company will reimburse the Underwriters for
all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in
connection with the offering of the Offered Securities, provided that the Company shall not be obligated
under this Section 9 to reimburse the Underwriters for any expenses (including any reasonable fees and
disbursements of counsel) in excess of $150,000.
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
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.
11. 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) Mitsubishi UFJ Securities
(USA), Inc., 1633 Broadway, 29ft Floor, New York, NY 10019-6708 and (ii) Scotia Capital (USA) Inc.,
250 Vesey Street, New York, NY 10281 or, if sent to the Company, will be mailed, delivered or
telegraphed and confirmed to it at PacifiCorp, 825 NE Multnomah, Suite 1800, 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.
NY\708344s.5
14
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 Section 7, and no other
person will have any right or obligation hereunder.
13. Counterparts. This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original, but all such counterparts shall together constitute one and the
same Agreement.
14. Applicable Law. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of New York without regard to principles of conflicts of laws.
The Company hereby submits to the exclusive jurisdiction of the Federal and state courts in the
Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this
Agreement or the transactions contemplated hereby.
15. ll'aiver of Jury. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH OF Tm
PARTIES HERETO WAIVES ANY RIGHT IT MAY HAVE TO A TRI-AL BY JURY TN RESPECT OF
LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION
WITH THIS AGREEMENT. EACH PARTY FURTHER WAIVES ANY RIGHT TO CONSOLIDATE
ANY ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN
WHICH A JURY TRI,AL CANNOT BE OR HAS NOT BEEN WATVED.
lSignatures follow)
NY\70831145.5
l5
If the foregoing is in accordance with the Underwriters' undershnding of our agreement kindly
sigrr and return to us one of the counterparts hereof, whereupon it will become a binding agreement
betrreen the Company and the several Underwriters in accordance with its terms.
Very fiuly yours,
PacifiCorp
Name: BruceN. Williams
Title: Vice President and Trcasurer
il t"ilI^^-
(Un&nt ritiW A greement)
Thc fuqoing Undcmrtttng Aglrcco.trtfu@ cmfirmcdrodiosftcd
a ofltc dac fu abow qrifia"
Mitnftichi LIFJ Sacuritier (USAI Inc.
ScrdsCsdtrl (USA) Itrc.
By:
Nrmc:
lltlc:
On b&lf ofthcmsclvrs ud u Rcprcedvtr of thc rowal t adcrsriers
@me&runm)
Thc forcgoing Undcnrriting Agrccrncnt
is hcreby confirmcd and acccptcd
as of tlr date first abovc writtcn.
Mitsublshi UFJ Seqnitiss (USA), lnc.
By:
Name:
Titlc:
Scotia Capital (USA) Inc.
Namc:Bul ffl$Vlalg,gJ/qritre: fivtn"A,"fl r re c-{o C
On bctralf of thernsclvcs and as Rcprcsentatirres of thc scveral Undcnrrriters
( U nderurttt ag Agreanent)
SCHEDULE A
Underwriter
Principal Amount
of
Bonds
MITSUBISHI UFJ SECURITIES (USA), tNC.$87,500,000
scoTrA cAPrrAL (usA) rNC.$87,500,000
BARCLAYS CAPITAL INC.$12,500,000
BNP PARIBAS SECURITIES CORP.$12,500,000
CIBC WORLD MARKETS CORP,$12,500,000
MIZUHO SECURITIES USA INC.$12,500,000
PNC CAPITAL MARKETS LLC $12,500,000
SMBC NIKKO SECURITIES AMERICA, INC.$12,500,000
Tntql $250,000,000
NY\7083445.6
SCHEDULE B(i)
Issuer Free Writing Prospectuses
See Schedule B(ii)
NY\7083445.6
SCHEDULE B(ii)
Filed pursuant to Rule 433(d)
Regiskation No. 33349n67
Dated ]une 16,2015
FINAL TERM SHEET
Issuer: PacifiCorp
Security Type: First Mortgage Bonds due2025
Legal Format: SEC Registered
Principal Amount: $250,000,000
Coupon: 3.35%
Interest Payment Dates: Semi-annually on January 1 and July l, commencing on January 1,2016
Trade Date: June 16,2015
Settlement Date: June 19,2015 (T+3)
Maturity: July 1,2025
Treasury Benchmark: 2.125% due May 15,2025
US Treasury Spot: 98-10+
US Treasury Yield: 2.315%
Spread to Treasury: +105 basis points
Re-offer Yield: 3.3650/o
Price to Public (Issue Price): 99.872% of principal amount
Optional Redemption: Prior to April 1, 2025,Make Whole Call at T+20 basis points. On or
after April 1,2025,100% of the principal amount plus accrued and
unpaid interest
Denominations: $2,000 and any integral multiples of $1,000 in excess thereof
Joint Book-Running Managers: Mitsubishi UFJ Securities (USA), Inc.
Scotia Capital (USA) Inc.
Co-Managers: Barclays Capital Inc.
BNP Paribas Securities Corp.
CIBC World Markets Corp.
NY\7083445.6
CUSIP / ISIN:
Mizuho Securities USA Inc.
PNC Capital Markets LLC
SMBC Nikko Securities America, Inc.
695114 CSs / US69s I l4CSss
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 atwww.sec.gov. Altematively, the issuer, any
underwriter or any dealer participating in the offering will arrange to send you the prospectus if you
request it by calling Mitsubishi UFJ Securities (USA), Inc. at [phone] or Scotia Capital (USA)
Inc. at [phone].
NY\7083,145.6
EXHIBIT A
Form of Opinion of Jeffery B. Erb, Assistant General Counsel of the Company
1. 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, properfy 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 ByJaws of the Company, (B) to my
knowledge, conflict with, result in the creation or imposition of any lien, charge or other encumbrance,
other than the Mortgage, upon any asset of the Company pursuant to the terms of, or constitute a breach
of, or default under, any agreement, indenture or other instrument to which the Company is a party, or by
which the Company is bound or to which any of its properties are subject or (C) to my knowledge, result
in a violation of any statute, rule or regulation, or any order, judgment or decree known to me of any court
or 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 avalid lien in favor of the Trustee forthe 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\708344s.5
EXHIBIT B
Form of Opinion of Perkins Coie LLP, special counsel to the Company
l. The Company is a corporation validly existing under the laws of Oregon, with the corporate
power and authority to own its properties and conduct its business as described in the Preliminary
Prospectus, as supplemented by the Free Writing Prospectus, attached as Schedule B(ii) to the
Underwriting Agreement, and the Prospectus.
2. Based solely on the certificates attached as Schedule B, the Company is qualified to transact
business as a foreign corporation in Arizona, Califomia, Colorado, Idaho, Montana, New Mexico, Utah,
Washington and 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 Indenture 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 Income Tax
Considerations," insofar as such statements purport to constitute summaries of United States federal
income tax law and regulations or legal conclusions with respect thereto, fairly summarize the matters
described therein in all material respects.
9. No approval, authoization, 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 Mortgageby the Company, in each case where the effect of the failure to obtain such
approval, authorization, consent or order, or to make such filing, could reasonably be expected to have a
Material Adverse Effect and except (a) the registration of the Bonds with the Securities and Exchange
Commission (the "Commission") under the Securities Act pursuant to the Registration Statement and (b)
such as have been obtained or made.
NY\708344s.5
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. 33083; 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 governmental 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 1. 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 June 16,
2015 in a manner and within the time period required by Rule 424(b) under the Securities Act; and, based
solely on the contents of the SEC's stop orders webpage located at
www.sec.gov/litigation/stoporders.shtml, as of the date hereof, no stop order suspending the effectiveness
of the Registration Statement has been issued under the Securities Act and, to our knowledge, no
proceedings for that purpose have been initiated by the Commission.
12. The Registration Statement, as of its effective date, and the Preliminary Prospectus, as of its date,
including in each case the information deemed to be a part thereof pursuant to Rule 4308 under the
Securities Act, and the Prospectus, as ofits date, appear on their face to be appropriately responsive in all
material respects with the applicable requirements of the Securities Act and the rules thereunder; it being
understood, however, that we express no view with respect to the financial statements, schedules, other
financial data, or exhibits included or incorporated by reference in, or omitted from, the Registration
Statements, the Preliminary Prospectus or the Prospectus or Regulation S-T.
13. We have participated in conferences with officers and other representatives of the Company, you
and your representatives and representatives of the independent auditors of the Company at which the
contents of the Disclosure Package and the Prospectus (and portions of certain documents incorporated by
reference therein) and any amendments or supplements thereto were discussed. Although we assume no
responsibility for the factual accuracy, completeness or faimess of any statements (except with respect to
paragraph (8) in the "Opinions" portion of this letter, subject to the assumptions, exclusions and
qualifications set forth in this opinion) made in (a) the Registration Statement or any amendment thereto,
(b) the Disclosure Package or any amendment or supplement thereto, (c) the Prospectus or any
amendment or supplement thereto, or (d) the documents incorporated by reference in the Prospectus or
any 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
NY\70831145.5
contains any untrue statement of a material fact or omitted or omits to state a material fact necessary to
make the statements therein, in light of the circumstances in which they were made, not misleading, or
c. the Prospectus (except for the financial statements and financial schedules and other
financial information included therein, as to which we make no statement) as of 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.
NY\7083,U5.6
Report of Securities Issued
REPORT OF SECURITIES ISSUED
June 26,2015
PACIFICORP
Description of securities: $250,000,000 of PacifiCorp's
First Mortgage Bonds 3.35% Series due July 2025
Description Amount
I Face value or principal amount $250,000,000
2.Plus premium or less discount (320,000)
J.Gross proceeds 249,680,000
4.Underwriter' s spread or commission (1,625,000)
5.Securities and Exchange Commission registration fee (29,050)
6.State mortgage registration tax N/A
7.State commission fee*N/A
8.Fee for recording indenture*(45,000)
9.United States document tax N/A
10.Printing and engraving expenses*(20,000)
l1 Trustee's charges*(10,000)
12.Counsel fees*(75,000)
13.Accountants' fees*(89,440)
14.Cost of listing N/A
15.Miscellaneous expenses of issue**
(Describe larse items)
(246,510)
16.Total deductions*(2,140,000)
17.Net amount rcalized*$247,540,000
* Denotes estimate only.
* * Includes estimated rating agency fees of $23 4,438 for the Bonds.