20160115Exhibit E Form S-3.pdf

ROCKY MOUNTAIN
POWER
1407 W. North Temple, Suite 330
Salt Lake City, Utah 84116
January 15,2016
VA OWRNIGHT DELIVERy ldaho Pubtic Uritities Commission
on't*'8'.tP'?t8'Stto
Jean D. Jewell JAN I 5 2016
Idaho Public Utility CommissionStatehouse Boise, ldaho
47 2 W est Washington Street
Boise, ID 83702-5983
RE: CASE NO. PAC-E-14-05
IN THE MATTER OF THE APPLICATION OF ROCKY MOUNTAIN POWER FOR
AUTHORTTY TO (1) ISSUE AND SELL OR EXCHANGE UP TO $1,575,000,000 OF
DEBT, AND (2) ENTER INTO CREDIT SUPPORT ARRANGEMENTS
Attention: Jean D. Jewell
Enclosed please find the original and seven (7) copies of PacifiCorp's SEC Registration
Statement on Form S-3. This registration statement was declared effective January ll,2016
and replaces the prior registration statement filed June 30,2014 as Exhibit E.
Sincerely,
fi.,,.-* ,,'.l lu)1p.-^-.-^
Bruce N. Williams
Vice President and Treasurer
Enclosures: SEC Registration Statement
As filed with the Securities rnd Exchangc Commission on October 30, 2015
Rcgistrition No.333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.20549
FORM S.3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1 933
PACIFICORP
(Exact name of registrant as specified in its charter)
Oregon
(State or otherjurisdiction of incorporation or organization)
Jeffery B. Erb
Assistant General Counsel, Pacific Power
Corporate Secretary, Pacifi Corp
825 N.E. Multnomah Street, Suite 1800
Portland, Oregon97232
(s03) 813-s029
93-0246090
(IRS Employer Identification No.)
M. Christopher Hall
Kara E. Tatman
Perkins Coie LLP
1120 N.W. Couch Street, Tenth Floor
Portland, Oregon97209
(s03)727-2000
825 N.E. Multnomah Street
Portland, Oregon97232
(s03) 813-s64s
(Address, including zip code, and telephone numbeq including area code, ofregistrant's principal executive offices)
Bruce N. Williams
Vice President and Treasurer, PacifiCorp
825 N.E. Multnomah Street, Suite 1900
Portland, Oregon97232
(s03) 813-s662
(Name, address, including zip code, and telephone number, including area code, ofagent for service)
Copy to:
Approximate date of commencement of proposed sale to the public: From time to time after this registration statement
becomes effective as determined by market conditions and other factors.
Ifthe only securities being registered on this Form are to be offered pursuant to dividend or interest reinvestment plans, please
check the following box: E
Ifany ofthe securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans,
check the following box: EI
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration statement number of the earlier effective registration statement
for the same offering. El
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective registration statement for the same offering. E
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall
become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following
box. E
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register
additional securities or additional classes of securities pursuant to Rule 413(b) of the Securities Act, check the following
box. E
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a
smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company"
in Rule 12b-2 of the Exchange Act.
Large accelerated filer EI Accelerated filer E Non-accelerated filer E
(Do not check ifa smaller reporting company)
Smaller reporting company El
CALCULATION OF REGISTRATION FEE
Estimated in accordance with Rule 457 under the Securities Act solely for the purpose of calculating the registration
fee.
Calculated in accordance with Rule 457(o) under the Securities Act.
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective
date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter
become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
(l)
(2)
Title of each class of
securities to be registered
Proposed maximum
aggregite offering price (1)Amount of
registration fee (2)
First Mortgage Bonds $ 1,325,000,000 $133,427.50
The information in this prospectus is not complete and may be changed. These securities may not be sold until the
registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to
sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not
permitted.
Subject to Completion, dated October 30, 2015
PROSPECTUS
PACIFICORP
$1,325,000,000
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 such that the
aggregate initial offering price thereof will not exceed $1,325,000,000.
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 ofthis prospectus
for information on certain matters you should consider before buying our Securities.
NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NORANY STATE SECURITIES COMMISSION
HAS APPROVED OR DISAPPROVED OF TTMSE SECURITMS OR DETERMINED IF THIS PROSPECTUS IS
TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date ofthis prospectus is ,2015.
TABLE OF'CONTENTS
ABOUTTHIS PROSPECTUS
FORIS/ARD.LOOKING STAIEMENTS
TI{E COMPANY
RISKFACTORS
CONSOLIDATED RAIIOS OF EARNINGS TO FIXED CHARGES
WHERE YOU CAN FIND MORE INFORMATION
USE OF PROCEEDS
DESCRIPTION OF ADDITIONAL BONDS
BOOK.ENTRY. DELTVERY AND FORM
PLAN OF DISTRIBUTION
LEGALMATTERS
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 ofany date otherthan 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.
l0
1l
ABOUTTHIS PROSPECTUS
This prospectus is part of a registration statement on Form S-3 that PacifiCorp filed with the U.S. 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 ofany 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 related to offered
Securities, you should rely on the information contained in that prospectus supplement.
Unless otherwise indicated or unless the context otherwise requires, in this prospectus, the words "PacifiCo.p,"
"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 STATE MENTS
This prospectus, any accompanying prospectus supplement and the additional information described under the heading
"Where You Can Find More Information" may contain "forward-looking statements" within the meaning of Section 27 A of
the 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 l0-K, the Forms l0-Q and the Forms 8-K incorporated by reference in this prospectus, and we refer
you to those reports for further information.
Any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update
any forward-looking statement to reflect events or circumstances after the date on which it is made. The forward-looking
statements in this prospectus and the documents incorporated by reference in this prospectus are qualified in their entirety by
the preceding cautionary statements.
THE COMPANY
We are a U.S. 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 Califomia. 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 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 C'Bfm"), a holding company based in Des
Moines, Iowa that owns subsidiaries principally engaged in energy businesses. BFIE 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 and external
financing arrangements, and pending legal and regulatory proceedings, including descriptions ofthose 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
lnvesting 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 ('sMortgage") and, if there
is a default or a foreclosure sale, the value of the collateral may not be sufficient to repay the holders of any Additional
Bonds.
We have not made any formal appraisal of the value of the collateral subject to the Mortgage, which will secure any
Additional Bonds. The value of the collateral in the event of liquidation will depend on market and economic conditions, the
availability of buyers, the timing of the sale of the collateral and other factors. We cannot assure you that the proceeds from a
sale of all of the collateral would be sufiicient to satisfu the amounts outstanding under the Additional Bonds and our other first
mortgage bonds secured by the same collateral or that such payments would be made in a timely manner. If the proceeds were
not sufficient to repay amounts outstanding under the Additional Bonds, then holders of the Additional Bonds, to the extent not
repaid from the proceeds ofthe sale ofthe collateral, would only have an unsecured claim against our remaining assets.
There is no existing market for the Securities, and we cannot assure you that an active trading market for the Securities
will develop.
We do not intend to apply for listing of the Securities on any securities exchange or automated quotation system.
There can be no assurance as to the liquidity of any market that may develop for the Securities. Accordingly, the ability of
holders to sell the Securities that they hold or the price at which holders will be able to sell the Securities may be limited.
Future trading prices of the Securities will depend on many factors, including, among other things, prevailing interest rates, our
operating results and the market for similar securities.
We do not know whether an active trading market will develop for the Securities. To the extent that an active trading
market does develop, the price at which a holder may be able to sell the Securities that it holds, if at all, may be less than the
price paid for them. Consequently, a holder may not be able to liquidate its investment readily, and the Securities may not be
readily accepted as collateral for loans.
CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES
Six-Month
Period Ended
June 30, 2015
Years Ended December 31,
2014 2013 2012 2011 2010
3.3x 3.6x 3.5x 29x 2.9x 3.0x
WHEREYOU 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 Intemet at the SEC's web site at http://www.sec.gov. You may also read and copy any document we file at the SEC's
Public Reference Room at 100 F Street, N.E., Washington, D.C.20549. Please call the SEC at l-800-SEC-0330 for further
information regarding the operation of its Public Reference Room. 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 ofthis 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
l3(a), l3(c), 14 or l5(d) of the Exchange Act (but only to the extent the information therein is filed and not fumished),
including all such documents we may file with the SEC after the date of the initial registration statement and prior to the
effectiveness ofthe registration statement, until all ofthe Securities covered by this prospectus have been sold:
Annual Report on Form I 0-K for the year ended December 31,2014;,
Quarterly Reports on Form l0-Q for the quarters ended March 3l , 2015 and June 30, 20 I 5; and
Current Report on Form 8-K filed June 19, 2015.
You may request a copy of these filings (other than exhibits to such documents unless such exhibits are specifically
incorporated by reference therein), at no cost, by writing or telephoning us at the following address:
PacifiCorp
825 N.E. Multnomah Street, Suite 1900
Portland, Oregon97232
Telephone: [phone] I
Attention: Treasury
You should rely only on the information contained in, or incorporated by reference in, this prospectus and the
prospectus supplement. We have not, and any underwriters, agents or dealers have not, authorized anyone else to provide you
with different information. We are not, and any underwriters, agents or dealers are not, making an offer of these Securities in
any state where the offer or sale is not permitted. You should not assume that the information contained in this prospectus and
the prospectus supplement is accurate as of any date other than the date on the front of the prospectus supplement or that the
information incorporated by reference in this prospectus is accurate as ofany date other than the date on the front ofthose
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 ofour 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 Trust, dated as of January 9,
1989, as amended and supplemented (the "Mortgage"), with The Bank of New York Mellon Trust Company, N.A. (as successor
trustee to JPMorgan Chase Bank, N.A.) (the "Mortgage Trustee"). The following summary is subject to the provisions of and is
qualified by reference to the Mortgage, a copy of which is incorporated by reference as an exhibit to this 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 ofthe
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 $ I ,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 Trustee, New York, New York. Any Additional Bonds issued will be equally and ratably
secured with all other bonds issued under the Mortgage. See "Book-Entry, 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 Trustee, the
redemption may be made subject to the receipt of the redemption amount by the Mortgage Trustee on or before the date fixed
for redemption. Such redemption notice will be of no effect unless the redemption amount is received. (Section 12.02)
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, upon the request of the Company, be applied (with specific
exceptions) to the redemption or repurchase ofbonds ofany series. (Section 7.03, Section 12.05 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 Trustee. (Section 10.02)
There are excepted from the Mortgage, among others, 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, boats and vessels; timber, crops, minerals, mineral rights and royalties; receivables,
contracts, leases and operating agreements (except those specifically pledged); electric energy, gas, water, steam and other
products for sale, distribution or other use; natural gas wells; gas transportation lines or other property used in the sale of
natural gas to customers or to a natural gas distribution or pipeline company, up to the point of connection with any distribution
system; our interest in the Wyodak Facility; and all properties that have been released from the discharged Mortgages and
Deeds of Trust, as supplemented, of Pacific Power & Light Company and Utah Power & Light Company and that PacifiCorp, a
Maine corporation, or Utah Power & Light Company, a Utah corporation, contracted to dispose of, but title to which had not
passed at the date of the Mortgage. The lien of the Mortgage is also subject to Excepted Encumbrances, including tax and
construction liens, purchase money liens and other specific exceptions. (Section 1.06) We have reserved the right, without any
consent or other action by holders ofbonds ofthe Ninth Series or any subsequently created series ofbonds, to amend the
Mongage 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 I 990, as now in effect or as
hereafter supplemented or amended. (See Section 2.01 of the Twenty-Eighth Supplemental Indenture)
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 ofall or substantially all ofthe utility property ofanother electric utility company to us or sale of
substantially all of our assets. (Section 18.03) In addition, after-acquired property may be subject to a Class "A" Mortgage,
purchase money mortgages and other liens or defects in title.
The Mortgage provides that the Mortgage Trustee shall have a lien 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) 70o/o of qualified Property Additions after adjustments to offset retirements;
(2) Class "A" Bonds (which need not bear interest) delivered to the Mortgage Trustee;
(3) retirement ofbonds or certain prior lien bonds; and/or
(4) deposits ofcash.
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 ofthe preceding l5 months, before interest expense and income taxes, being at least
twice the Annual Interest Requirements on all outstanding bonds issued under the Mortgage, all outstanding Class "A" Bonds
held other than by the Mortgage Trustee, 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 underthe 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, gaso steam and/or hot water utility property but not fuel, securities,
automobiles, other vehicles or aircraft, or property used principally for the production or gathering of natural gas.
(Section 1.04)
The issuance of bonds on the basis of Property Additions subject to prior liens is restricted. Bonds may, however, be
issued against the deposit of Class "A" Bonds. (Sections I .04 through I .06 and Articles IV and V)
Release and Substitution of Property
Property subject to the Mortgage may be released on the basis of:
(l) the release of that property from a Qualified Lien;
(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 ofthe right to issue bonds on the basis ofthe released property.
Funded Cash, as defined in Section 1.05 of the Mortgage, may be withdrawn upon the bases stated in (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 in
respect of 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 ofcovenants by us for the benefit ofthe holders ofthe 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 ofbusiness. (Section 9.07) The notes to our audited consolidated
financial statements included in our Report on Form I 0-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 Trustee a currency exchange agreement with an entity having, at the time of the deposit, a financial rating at least as
high as our financial rating that, in the opinion of an independent accountant, appraiser or other 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 cunency exchange agreement will provide effective protection against culrency
exchange fluctuations. However, ifthe other party to the exchange agreement defaults and the foreign currency is valued higher
at the date of maturity than at the date of issuance of the relevant bonds, holders of those bonds would have a claim on our
assets that is greater than the claim to which holders of dollar-denominated bonds issued at the same time would be entitled.
The Mortgage Trustee
The Bank of New York Mellon Trust Company, N.A. or its 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 60% of the principal amount of the
bonds outstanding, or, if not all series of bonds are adversely affected, the consent of the holders of at least 60% of the principal
amount of the outstanding 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 2l.07)
Unless we are in default in the payment of the interest on any bonds then Outstanding under the Mortgage or there is a
Default under the Mortgage, the Mortgage Trustee generally is required to vote Class "A" Bonds held by it with respect to any
amendment of the applicable Class "A" Mortgage proportionately with the vote of the holders of all Class "A" Bonds then
actually voting. (Section I1.03)
Defaults and Notice Thereof
"Defaults" are defined in the Mortgage as:
default in payment of principal;
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;
default in payment of principal or interest with respect to certain prior lien bonds;
certain events in bankruptcy, insolvency or reorganization;
default in other covenants for 90 days after notice; or
(1)
(2)
(3)
(4)
(s)
(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 Trustee 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 Trustee or the holders of 25% of the principal amount of the bonds outstanding 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 Trustee is given written notice of a Default and the Mortgage
Trustee fails to act after the holders of 25% ofthe principal amount of the bonds outstanding have requested in writing the Mortgage
Trustee 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 Trustee or exercising any trust
or power conferred on the Mortgage Trustee. (Section I 5.07) The Mortgage Trustee is not required to risk its funds or incur personal
liability ifthere is reasonable ground for believing that repayment is not reasonably assured. (Section 19.08)
Defeasance
Under the terms of the Mortgage, we will be discharged from any and all obligations under the Mortgage in respect of
the bonds of any series if we deposit with the Mortgage Trustee, in trust, moneys or govemment obligations, in an amount
sufficient to pay all the principal of, premium (if any) and interest on, the bonds of those series or portions thereof, on the
redemption date or maturity date thereof, as the case may be. The Mortgage Trustee need not accept the deposit unless it is
accompanied by an opinion of counsel to the effect that (a) we have received from, or there has been published by, the Intemal
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 ofcounsel shall confirm that, the holders ofthe bonds or the right of
payment of interest thereon (as the case may be) will not recognize income, gain or loss for federal income tax purposes as a
result of the deposit, and/or ensuing discharge and will be subject to federal income tax on the same amount and in the same
manner and at the same times, as would have been the case if the deposit and/or discharge had not occurred. (Section 20.02)
Upon the deposit, our obligation to pay the principal of (and premium, if any) and interest on those bonds shall cease,
terminate and be completely discharged and the holders of such bonds shall thereafter be entitled to receive payment solely
from the funds deposited. (Section 20.02)
BOOK-ENTRY, DELIVERY 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 Trust Company, New York, New York, as depositary, or DTC, and registered in the name of Cede &
Co., the nominee of DTC. Unless and until it is exchanged for individual certificates evidencing Additional Bonds under the
limited circumstances described below, a global bond may not be transferred except as a whole by the depositary to its nominee
or by the nominee to the depositary, or by the depositary or its nominee to a successor depositary or to a nominee of the
successor depositary,
DTC has advised us that it is:
a limited-purpose trust company organized under the New York Banking Law;
a "banking organization" within the meaning of the New York Banking Law;
a member of the Federal Reserve System;
a "clearing corporation" within the meaning of the New York Uniform Commercial Code; and
a "clearing agency" registered pursuant to the provisions of Section I 7A of the Exchange Act.
DTC holds securities that its participants deposit with DTC. DTC also facilitates the settlement among its participants
ofsecurities 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 Trust & 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 ofsecurities
will not receive written confirmation from DTC of their purchases. Howevern 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. Transfers ofownership 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 ofthe global bonds. DTC has no knowledge ofthe actual beneficial owners ofthe 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 oftransfer or exchange.
Conveyance of notices and other communications by DTC to direct participants, by direct participants to indirect
participants and by direct participants and indirect participants to beneficial owners will be governed by arrangements among
them, subject to any legal requirements in effect from time to time.
Redemption notices will be sent to DTC. If less than all of the Additional Bonds of a particular series are being
redeemed, DTC's practice is to determine by lot the amount of the interest of each direct participant in the Additional Bonds of
such series to be redeemed.
Neither DTC nor Cede & Co. (or such other DTC nominee) will consent or vote with respect to the Additional Bonds.
Under its usual procedures, DTC will mail an omnibus proxy to us as soon as possible after the record date. The omnibus prory
assigns the consenting or voting rights of Cede & Co. to those direct participants to whose accounts the Additional Bonds of
such series are credited on the record date, identified in a listing attached to the omnibus proxy.
So long as Additional Bonds are in book-entry form, we will make payments on those Additional Bonds to the
depositary or its nominee, as the registered owner of such Additional Bonds, by wire transfer of immediately available funds. If
Additional Bonds are issued in definitive certificated form under the limited circumstances described below, we will have the
option of making payments by check mailed to the addresses of the persons entitled to payment or by wire transfer to bank
accounts in the United States designated in writing to the applicable trustee or other designated party at least 15 days before the
applicable payment date by the persons entitled to payment, unless a shorter period is satisfactory to the applicable trustee or
other designated party.
Redemption proceeds on the Additional Bonds will be made to Cede & Co., or such other nominee as may be
requested by an authorized representative of DTC. DTC's practice is to credit direct participants'accounts upon DTC's receipt
of funds and corresponding detail information from us on the payment date in accordance with their respective holdings shown
on DTC records. Payments by participants to beneficial owners will be governed by standing instructions and customary
practices, as is the case with securities held for the account of customers in bearer form or registered in "street name." Those
payments will be the responsibility of participants and not of DTC or us, subject to any statutory or regulatory requirements in
8
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 Trustee nor any agent of ours or of the Mortgage Trustee has or will have any responsibility
or liability for:
( I ) 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 ofAdditional Bonds will not be entitled to have
such Additional Bonds registered in their names and will not receive physical delivery of such Additional Bonds. Accordingly,
each beneficial owner must rely on the procedures of DTC and its participants to exercise any rights under the Additional
Bonds and the Mortgage.
The laws of some jurisdictions may require that some purchasers of securities take physical delivery of securities in
definitive form. Those laws may impair the ability to transfer or pledge beneficial interests in the Additional Bonds.
DTC may discontinue providing its services as securities depositary with respect to the Additional Bonds at any time
by giving reasonable notice to us. Under such circumstances, in the event that a successor depositary is not obtained,
certificates representing the Additional Bonds are required to be printed and delivered.
As noted above, beneficial owners of a particular series of Additional Bonds generally will not receive certificates
representing their ownership interests in those Additional Bonds. However, if:
DTC notifies us that it is unwilling or unable to continue as a depositary for the global security or securities
representing such series ofAdditional Bonds or ifDTC 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 underthe 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 conceming DTC and DTC's book-entry
system from sources that are believed to be reliable, but we take no responsibility for the accuracy of this information.
PLAN O['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 ofany underwriters, dealers or agents, the purchase price ofthose Securities and the
proceeds to us from the sale, any underwriting discounts, agency fees and other items constituting underwriters'or agents'
compensation, any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers.
If we use underwriters to sell Securities, we will enter into an underwriting agreement with the underwriters. Those
Securities will be acquired by the underwriters for their own account and may be resold from time to time in one or more
I
transactions, at a fixed public offering price, at market prices prevailing at the time ofsale, at prices related to such prevailing
market prices or at negotiated prices. The underwriter or underwriters with respect to a particular underwritten offering of
Securities will be named in the prospectus supplement relating to that offering and, if an underwriting syndicate is used, the
managing underwriter or underwriters will be set forth on the cover page of the prospectus supplement. Any underwriting
compensation paid by us to the underwriters or agents in connection with an offering of Securities, and any discounts,
concessions or commissions allowed by underwriters to dealers, will be set forth in the applicable prospectus supplement to the
extent required by applicable law. Unless otherwise set forth in the prospectus supplement, the obligations of the underwriters
to purchase the Securities will be subject to specific conditions, and the underwriters will be obligated to purchase all of the
offered Securities ifany 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.
Underwriters, dealers or agents and their associates may be customers of, engage in transactions with or perform
services for us and our affiliates in the ordinary course of business.
We will indicate in a prospectus supplement the extent to which we anticipate that a secondary market for the
Securities will be available. Unless we inform you otherwise in a prospectus supplement, we do not intend to apply for the
listing of any series of the Securities on a national securities exchange. If the Securities of any series are sold to or through
underwriters, the underwriters may make a market in such Securities, as permitted by applicable laws and regulations. No
underwriter would be obligated, however, to make a market in the Securities, and any market-making could be discontinued at
any time at the sole discretion of the underwriters. Accordingly, we cannot assure you as to the liquidity of, or trading markets
for, the Securities ofany 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 indemnifu 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 ofthe 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.
LEGALMATTERS
The validity of the Securities will be passed upon for us by Perkins Coie LLP, counsel to the Company,
ll20 N.W. Couch Street, Tenth Floor, Portland, Oregon 97209.
l0
EXPERTS
The consolidated financial statements incorporated in this prospectus by reference from PacifiCorp's Annual Report on
Form l0-K forthe year ended December 31, 2014have been audited by Deloitte & Touche LLP, 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 3 I , 2015 and 2014
and June 30, 2015 and2014, which is incorporated herein by reference, Deloitte & Touche LLB an independent registered
public accounting firm, have applied limited procedures in accordance with the standards of the Public Company Accounting
Oversight Board (United States) for a review of such information. However, as stated in their reports included in PacifiCorp's
Quarterly Reports on Form 10-Q forthe quarters ended March 31, 2015 and June 30, 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 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 I I 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 1l of the Securities Act.
lt
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Costs and expenses payable by us in connection with the issuance and distribution ofthe Securities being registered
are set forth as follows:
Registration fee
Legal fees and expenses
Accounting fees and expenses
Trustee fees
Rating agency fees
Indenture recording fees
Printing and delivery ofregistration statement, prospectus, certificates, etc.
Miscellaneous expenses
Total
$ 133,428
*
+
*
*
:*
*
'f
$*
* To be provided in an amendment or filing, or exhibit thereto, with the SEC pursuant to the Exchange Act and incorporated
herein by reference.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to the Company's directors
and officers pursuant to the following provisions or otherwise, the Company has been advised that, although the validity and
scope of the goveming statute have not been tested in court, in the opinion of the SEC, such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In addition, indemnification may be limited by state
securities laws.
The Company's Third Restated Articles of Incorporation ("Restated Articles"), and Bylaws, as amended ("Bylaws"),
require the Company to indemnifu directors and officers to the fullest extent not prohibited by law. The right to and amount of
indemnification ultimately will be subject to determination by a court that indemnification in the circumstances presented is
consistent with public policy considerations and other provisions of law. It is likely, however, that the Restated Articles would
require indemnification at least to the extent that indemnification is authorized by the Oregon Business Corporation Act
(*OBCA"). The effect of the OBCA is summarized as follows:
(a) The OBCA permits the Company to grant a right of indemnification in respect of any pending, threatened or
completed action, suit or proceeding, other than an action by or in the right ofthe Company, against reasonable expenses
(including attorneys' fees), judgments, penalties, fines and amounts paid in settlement actually incurred, provided the person
concerned acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests ofthe
Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful.
Indemnification is not permitted in connection with a proceeding in which a person is adjudged liable to the Company on the
basis that personal benefit was improperly received unless indemnification is permitted by a court upon a finding that the
person is fairly and reasonably entitled to indemnification in view of all of the relevant circumstances. The termination of a
proceeding by judgment, order, settlement, conviction or plea of nolo contendere or its equivalent is not, of itself determinative
that the person did not meet the prescribed standard ofconduct.
(b) The OBCA permits the Company to grant a right of indemnification in respect of any proceeding by or in the
right ofthe Company against the reasonable expenses (including attomeys' fees) incuned, ifthe person concerned acted in
good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests ofthe Company, except
that no indemnification may be granted if that person is adjudged to be liable to the Company unless indemnification is
permitted by a court upon finding that the person is fairly and reasonably entitled to indemnification in view of all ofthe
relevant circumstances.
II-l
(c) Under the OBCA, the Company may not indemnifo a person in respect of a proceeding described in (a) or (b)
above unless one of the following determines that indemnification is permissible because the person has met the prescribed
standard ofconduct:
(l) the Board of Directors of the Company (the "Board"), by majority vote of a quorum consisting of directors not
at the time parties to the proceeding;
(2) if a quorum of directors not parties to the proceeding cannot be obtained, by a majority vote of a committee of
two or more directors not at the time parties to the proceeding;
(3) by special legal counsel selected by the Board orthe committee thereof, as described in (l) and (2) above;
(4) if special legal counsel cannot be selected as described in (3) above, then by special legal counsel selected by
majority vote of the full Board, including directors who are parties to the proceeding; or
(5) by the shareholders.
Authorization of the indemnification and evaluation as to the reasonableness of expenses are to be determined as specified in
any one of (1) through (5) above, except that if the determination of that indemnification's permissibility is made by special
legal counsel, then authorization ofindemnification and evaluation as to the reasonableness ofthose expenses is to be made by
those entitled to select special legal counsel. Indemnification can also be ordered by a court if the coun determines that
indemnification is fair in view of all of the relevant circumstances. Notwithstanding the foregoing, every person who has been
wholly successful, on the merits or otherwise, in defense of a proceeding described in (a) or (b) above is entitled to be
indemnified as a matter of right against reasonable expenses incurred in connection with the proceeding.
(d) Under the OBCA, the Company may pay for or reimburse the reasonable expenses incurred in defending a
proceeding in advance of the final disposition thereof if the director or offrcer receiving the advance furnishes (i) a written
affrrmation of the director's or officer's good faith belief that he or she has met the prescribed standard of conduct and (ii) a
written undertaking to repay the advance if it is ultimately determined that that person did not meet the standard of conduct.
The rights of indemnification described above are not exclusive of any other rights of indemnification to which
officers or directors may be entitled under any agreement, vote of shareholders, action of directors or otherwise. Resolutions
adopted by the Board require the Company to indemnifr directors and officers of the Company to the fullest extent permitted
by law and are intended to create an obligation to indemnift to the fullest extent a court may find to be consistent with public
policy considerations.
In addition, under the form of underwriting agreement that the Company expects to enter into in connection with any
issuance of the Securities, in certain circumstances, the underwriters will agree to indemnifi the Company against certain
liabilities, including liabilities under the Securities Act.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits
A list of exhibits included as part of this Registration Statement is set forth in an Exhibit Index, which immediately
precedes the exhibits.
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(l) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration
statement:
(A) To include any prospectus required by section l0(a)(3) ofthe Securities Act;
(B) To reflect in the prospectus any facts or events arising after the effective date ofthe registration
statement (or the most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total
il-2
dollar value of securities offered would not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than20oh change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective registration statement; and
(C) To include any material information with respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such information in the registration statement;
PROVIDED, HOWEVER, that paragraphs (aXtXA), (aXl)(B) and (aXl)(C) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or fumished to the
SEC by the registrant pursuant to section I 3 or section I 5(d) ofthe Exchange Act that are incorporated by reference in the
registration statement, or is contained in a form ofprospectus filed pursuant to Rule 424(b)that is part ofthe registration
statement.
(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment
shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability under the Securities Act to any purchaser:
(A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part ofthe
registration statement as of the date the filed prospectus was deemed part of and included in the
registration statemen! and
(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part ofa
registration statement in reliance on Rule 4308 relating to an offering made pursuant to Rule 415(a)
( I )(i), (vii), or (x) for the purpose of providing the information required by section l0(a) of the
Securities Act shall be deemed to be part of and included in the registration statement as of the
earlier ofthe date such form ofprospectus is first used after effectiveness or the date ofthe first
contract of sale of securities in the offering described in the prospectus. As provided in Rule 4308,
for liability purposes ofthe issuer and any person that is at that date an underwriter, such date shall
be deemed to be a new effective date of the registration statement relating to the securities in the
registration statement to which that prospectus relates, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement
made in a registration statement or prospectus that is part of the registration statement or made in a
document incorporated or deemed incorporated by reference into the registration statement or
prospectus that is part of the registration statement will, as to a purchaser with a time of contract of
sale prior to such effective date, supersede or modifu any statement that was made in the registration
statement or prospectus that was part of the registration statement or made in any such document
immediately prior to such effective date.
II-3
(s)That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial
distribution of the securities:
The undersigned registrant undertakes that in a primary offering ofsecurities ofthe undersigned registrant pursuant
to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the
securities are offered or sold to such purchaser by means of any of the following communications, the undersigned
registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(A) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering
required to be filed pursuant to Rule 424;
(B) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned
registrant or used or referred to by the undersigned registrant;
(C) The portion of any other free writing prospectus relating to the offering containing material
information about an undersigned registrant or its securities provided by or on behalfofthe
undersigned registrant; and
(D) Any other communication that is an offer in the offering made by the undersigned registrant to the
purchaser.
That, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report
pursuant to section I 3(a) or section I 5(d) of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to section l5(d) ofthe Exchange Act) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, ofiicers and
controlling persons ofthe registrant pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the
registrant in the successful defense ofany action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as expressed in the Securities Act and will be
govemed by the final adjudication of such issue.
(6)
(7)
II-4
SIGNATURES
Pursuant to the requirements ofthe Securities Act of 1933, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-3 and has duly caused the registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of Portland, State of Oregon, on October 30, 2015.
PACIFICORP
By: /s/Nikki L. Kobliha
Nikki L. Kobliha
Vice President and Chief Financial Officer
(principal financial and accounting officer)
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been duly signed by the
following persons on October 30, 2015 in the capacities indicated.
Gregory E. Abel*
Chairman of the Board of Directors and Chief
Executive Offrcer (principal executive officer)
Vice President and Chief Financial Offrcer (principal
financial and accounting officer)
Director
Director
Director
Director
Director
Director
Director
Attorney-in-Fact
Gregory E. Abel
/s/ Nikki L. Kobliha
Nikki L. Kobliha
Douglas L. Anderson*
Douglas L. Anderson
Stefan A. Bird*
Stefan A. Bird
Cindy A. Crane*
Cindy A. Crane
Patrick J. Goodman*
Patrick J. Goodman
Natalie L. Hocken*
Natalie L. Hocken
Andrea L. Kelly*
Andrea L. Kelly
R. Patrick Reiten*
R. Patrick Reiten
* By: lslNikki L. Kobliha
Nikki L. Kobliha
r-5
EXHIBIT INDEX
Descrintion
Form of First Mortgage Bond Underwriting Agreement.
Mortgage and Deed of Trust dated as of January 9,1989, between PacifiCorp and The Bank of New York
Mellon Trust Company, N.A., as successor Trustee, incorporated by reference to Exhibit 4-8, Form 8-B, File
No. I -5 152, as supplemented and modified by 28 Supplemental Indentures as follows:
Exhibit No.File Type Period or File Date X''ile Number
(4Xb)
(4Xa)
4(a)
4(a)
4(a)
4(a)
4(a)
4(a)
4(a)
4(b)
4(b)
4(b)
4(b)
99(a)
4.1
99
4
4
4.2
4
4.1
4.1
4.1
4.1
4.1
4.1
4.1
4.1
SE
8-K
8-K
8-K
l0-Q
l0-Q
8-K
10-Q
l0-Q
l0-K
l0-K
l0-K
t0-K
8-K
l0-Q
8-K
8-K
8-K
8-K
8-K
8-K
8-K
8-K
8-K
8-K
8-K
8-K
8-K
November 2, 1989
January 9,1990
September I l, l99l
January 7,1992
Quarter ended March 31,1992
Quarter ended September 30,1992
April l, 1993
Quarter ended September 30, 1993
Quarter ended June 30,1994
Year ended December 31,1994
Year ended December 31, 1995
Year ended December 31,1996
Year ended December 3 l, 1998
November 21,2001
Quarter ended June 30, 2003
September 8, 2003
August 24,2004
June 13,2005
August 14,2006
March 14,2007
October 3,2007
July 17,2008
January 8,2009
May 12,2011
January 6,2012
June 6,2013
March 13,2014
June 19,2015
33-3 I 861
t-5152
r-5152
r-5152
r-5152
t-5152
t-5152
t-5152
1-5152
1-5152
1-5152
1-sts2
t-sts2
r-5152
t-5152
t-5152
1-5152
1-5152
1-5152
t-5152
t-5152
t-5152
t-5152
t-5152
1-5152
1-5152
1-5152
1-5152
II-6
4.2 Form of Additional Bond.
5.1 Opinion of Perkins Coie LLP.
l2.l Statements of Computation of Ratio of Earnings to Fixed Charges.
l5.l Awareness Letter of Deloitte & Touche LLP.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Perkins Coie LLP (included in Exhibit 5.1).
24.1 Power of Attorney.
25.1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York
Mellon Trust Company, N.A., as Trustee, under the Mortgage and Deed of Trust, dated as of January 9,1989,
between the Company and The Bank ofNew York Mellon Trust Company, N.A.
* Incorporated herein by reference.
IJ-7
EXHIBIT 1.7
PACIFICORP
$t.l
First Mortgage Bonds
[.]7o Series Due [.]
UNDERWRITING AGREEMENT
t.l
t.l
As Representatives (the "Representatives") of the several Underwriters listed
In Schedule A hereto
c/o [.]
Ladies and Gentlemen:
l. Introduclory. PacifiCorp, an Oregon corporation (the "Company"), proposes, subject to the terms and
conditions stated herein, to issue and sell to the several underwriters listed in Schedule A hereto (the "Underwriters") (i) U.S.
$[.] principal amount of its First Mortgage Bonds, [.]% Series due 20[.] (the "Offered Securities") to be issued under that
certain Mortgage and Deed of Trust, dated as of January 9, 1989, with The Bank of New York Mellon Trust Company, N.A., as
successor trustee (the "Trustee"), as heretofore amended and supplemented by the supplemental indentures thereto and as
further amended and supplemented by a supplemental indenture dated as of [.] (collectively, the "Mortgage") pursuant to the
registration statement on Form S-3 (File No. 333-[.]) filed on [.], 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:
(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, was declared
effective by 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, was declared effective by the Commission, 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) ofthe 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, ifany, 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) underthe 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 furnished to the Company by the Underwriters specifically for use
therein, it being understood and agreed that the only such information is that described as such in Section 7(b) hereof.
Forpurposes ofthisAgreement, the "ApplicableTime" is [.] [a][p].m.,New York City Time, on the date ofthis Agreement.
At the earliest time after the filing of the Initial Registration Statement that the Company or another offering participant made a
bona fide offer (within the meaning of Rule I 64(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 foreign corporation to
transact business and is in good standing in each jurisdiction in which it owns or leases substantial properties or in which
the conduct of its business requires such qualification, except where the failure to so qualify would not have a material
adverse effect on the financial condition, business or results ofoperations ofthe 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.
(0 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
2
entitled to the benefit of the security afforded by the Mortgage; and the Offered Securities conform to the description
thereofin 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 parfy 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 ofthe proceeds ofthe offering ofthe Offered Securities as described in the Disclosure Package and the Prospectus,
except such as have been obtained or made.
(h) This Agreement has been duly authorized, executed and delivered by the Company and is a valid and
legally binding agreement of the Company enforceable against the Company in accordance with its terms, except as
limited by bankruptcy, insolvency, fraudulent conveyance. reorganization and other similar laws relating to or affecting
creditors'rights generally and general equitable principles (whether considered in a proceeding in equity or at law) and
subject to any principles of public policy limiting the right to enforce the indemnification and contribution provisions
contained herein.
(i) Except as disclosed in the Disclosure Package and the Prospectus, the Company has good and sufficient
title to all the 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.
CI) 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
MaterialAdverse Effect, and neitherthe execution and delivery ofthis Agreement,the Mortgage, orthe 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 orthereof will conflict with, or result in a breach of, or constitute a
default under (x) the Articles or such Bylaws, or any material contract, agreement or other instrument to which it is now
a party or by which it may be bound or (y) any order, rule or regulation applicable to the Company of any court or any
federal orstate regulatory bodyoradministrative agency orothergovernmental body havingjurisdictionoverthe Company
or over its properties, the effect of which, singly or in the aggregate, would have a Material Adverse Effect.
(k) Except as disclosed in the Disclosure Package and the Prospectus, there are no legal or govemmental
proceedings pending or to the Company's knowledge threatened against the Company or its subsidiaries that, if determined
adversely to the Company or any subsidiary would be reasonably likely to have, individually or in the aggregate, a Material
Adverse Effect or a material adverse effect on the ability of the Company to perform its obligations under this Agreement
or the Mortgage.
(l) The consolidated financial statements included or incorporated by reference in the Disclosure Package
and the Prospectus present fairly the financial condition and operations ofthe Company and its consolidated subsidiaries
at the respective dates or for the respective periods to which they apply; such financial statements have been prepared in
each case in accordance with generally accepted accounting principles consistently applied throughout the periods
involved except as otherwise indicated in the Disclosure Package and the Prospectus; and Deloitte & Touche LLP, who
has examined certain audited financial statements of the Company, is an independent registered public accounting firm
as required by the Securities Act and the Regulations thereunder.
(m) Except as reflected in, or contemplated by, the Disclosure Package and the Prospectus, since the
respective most recent dates as of which information is given in the Disclosure Package and the Prospectus, there has not
been any change in the capital stock or long-term debt ofthe Company (other than changes arising from transactions in
the ordinary course ofbusiness), 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
ofbusiness, 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 ofinternal accounting controls suffrcient to provide reasonable assurances that (l) transactions are
executed in accordance with management's general or specific authorization; (2) transactions are recorded as necessary
to permit preparation of financial statements in conformity with generally accepted accounting principles or any other
criteria applicable to such statements and to maintain accountability for assets; (3) access to assets is permitted only in
accordance with management's general or specific authorization;and (4)the recorded accountability forassets 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 offrcers 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 ofit 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 ofthe representations, wananties 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 [.]% of the principal amount
thereof plus accrued interest, if any, from [.] to the Closing Date (as hereinafter defined), the respective principal amounts of the
Offered Securities set forth opposite the names of the several Underwriters in Schedule A hereto.
The Company will deliver against payment of the purchase price for the Offered Securities to be purchased by each
Underwriter hereunder and to be offered and sold by such Underwriter in the form of one or more global securities in registered
form without interest coupons (the "Global Securities") deposited with the Trustee as custodian for The Depository Trust Company
("DTC") and registered in the name of Cede & Co., as nominee for DTC. 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 l0:00 a.m., (New York time), on [.], 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.
agrees that:
Representations by Underwriters; Resale by Underwriters. Each of the Underwriters severally represents and
(a) (i) It has only communicated or caused to be communicated (and will only communicate or cause to
be communicated) an invitation or inducement to engage in investment activity (within the meaning of Section 2l of the
U.K. Financial Services and Markets Act of 2000 (the "FSMA")) received by it in connection with the issue or sale of
the Offered Securities in circumstances in which Section 2l(l) 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 ofthe 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
4
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; providedthatno 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. Forthe purposes ofthis provision,
the expression an "offer of the Offered Securities to the public" in relation to the Offered Securities in any Relevant
Member State means the communication in any form and by any means of sufficient information on the terms ofthe 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 Directive2003lTllEC (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 20101731
EU.
(c) Without the prior consent of the Company and the Representatives, other than one or more term sheets
relating to the Offered Securities containing customary information, it has not made and will not make any offer relating
to the Offered Securities that would constitute an issuer free writing prospectus or a free writing prospectus required to
be filed with the Commission; and any such free writing prospectus the use of which has been consented to by the Company
and the Representatives (including the final term sheet prepared and filed pursuant to Section 5(a) hereof) is listed on
Schedule B hereto.
5. Certain Agreements of the Company. The Company agrees with the several Underwriters that:
(a) It will prepare the Prospectus in a form approved by you and to file such Prospectus pursuant to Rule
424(b) under the Securities Act not later than the Commission's close of business on the second business day following
the date of this Agreement; to make no further amendment or any supplement to the Registration Statement, or the
Prospectus prior to the Closing Date that shall be reasonably disapproved by you promptly after reasonable notice thereof;
to advise you, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement
has been filed or becomes effective or any amendment or supplement to the Prospectus has been filed and to furnish you
with copies thereof; to prepare a final term sheet, containing solely a description of the Offered Securities, in a form
approved by you and to file such term sheet pursuant to Rule 433(d) under the Securities Act within the time required by
such Rule; to file promptly all other material required to be filed by the Company with the Commission pursuant to Rule
433(d) under the Securities Act; to file promptly all reports and any definitive proxy or information statements required
to be filed by the Company with the Commission pursuant to Section l3(a), l3(c), 14 or l5(d) of the ExchangeAct
subsequent to the date of the Prospectus and for so long as the delivery of a prospectus (or in lieu thereof, the notice
referred to in Rule 173(a) under the Securities Act) is required in connection with the offering or sale of the Offered
Securities; to advise you, promptly after it receives notice thereof, of the issuance by the Commission of any stop order
or ofany order preventing or suspending the use ofany Preliminary Prospectus or other prospectus in respect ofthe
Offered Securities, of the suspension of the qualification of the Offered Securities for offering or sale in any jurisdiction,
of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the
amending or supplementing of the Registration Statement or the Prospectus or for additional information; and, in the
event of the issuance of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus
or other prospectus or suspending any such qualification, to promptly use its best efforts to obtain the withdrawal of such
order; and in the event of any such issuance of a notice of objection, promptly to take such steps including, without
limitation, amending the Registration Statement or filing a new registration statement, at its own expense, as may be
necessary to permit offers and sales of the Offered 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 fumish the Underwriters with written and electronic copies of the Prospectus
in New York City in such quantities as you may reasonably request, and, if the delivery of a prospectus (or in lieu thereof,
the notice referred to in Rule 173(a) under the Securities Act) is required at any time prior to the expiration of nine months
after the time of issue of the Prospectus in connection with the offering or sale of the Offered Securities and if at such
time any event shall have occurred as a result of which the Prospectus as then amended or supplemented would include
an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made when such Prospectus (or in lieu thereof, the notice referred
to in Rule 173(a) under the Securities Act) is delivered, not misleading, or, if for any other reason it shall be necessary
5
during such same period to amend or supplement the Prospectus or to file under the Exchange Act any document
incorporated by reference in the Prospectus in order to comply with the Securities Act, the Exchange Act or the Trust
Indenture Act, to noti! 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 Prospe ctus 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 laterthan
l6 months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Securities Act), an
eamings 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 anange for the qualification ofthe 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
andwill continue such qualifications in effect so long as required forthe resale ofthe Offered Securitiesbythe Underwriters,
provided that the Company will not be required to qualifu as a foreign corporation, to file a general consent to service of
process in any such jurisdiction or to take any other action that would subject the Company to service of process in any
suits (other than those arising out of the offering of the Offered Securities) or to taxation in respect of doing business in
any jurisdiction in which it is not otherwise subject.
(e) The Company will pay all expenses incident to the performance of its obligations under this Agreement
and the Mortgage, for any filing fees and other expenses (including fees and disbursements of counsel) incuned 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 of the Offered Securities, the preparation and printing of this Agreement, the Offered
Securities, the Disclosure Package and the Prospectus, any Issuer Free Writing Prospectus, and amendments and
supplements thereto, and any other document relating to the issuance, offer, sale and delivery of the Offered Securities,
for the cost of any advertising approved by the Company in connection with the issue of the Offered Securities, for any
fees charged by investmentrating agencies forthe rating ofthe Offered Securities, forany travel expenses ofthe Company's
officers and employees, and any other expenses of the Company in connection with attending or hosting meetings with
prospective purchasers ofthe 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 oftheir costs and expenses, including fees and expenses oftheir counsel, transfer taxes on the resale ofthe Offered
Securities and any advertising and travel expenses incurred by them.
(0 In connection with the oflering, 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 ofcreating actual, or apparent, active trading in, or ofraising 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 ofthe 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 a62$)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 I l1 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 underthe 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
l0:00 p.m., Washington, D.C. time, on the date hereof; no stop order suspending the effectiveness of the Registration
Statement or any part thereofshall have been issued and no proceeding for that purpose shall have been initiated or to
the knowledge of the Company threatened by the Commission; and all requests for additional information on the part of
the Commission shall have been complied with.
(b) 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
ofsecurities or clearance services in the United States; or (vii) any attack on, or outbreak or escalation ofhostilities or
act ofterrorism involving, the United States, any declaration ofwar 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 [.], General Counsel of
the Company, substantially in the form of Exhibit A hereto.
(e) The Underwriters shall have received an opinion, dated the Closing Date, of Perkins Coie LLP, special
counsel to the Company, in substantially the form of Exhibit B hereto.
(0 The Underwriters shall have received from Latham & Watkins LLP, counsel forthe Underwriters, such
opinion or opinions, dated the Closing Date, in form and substance satisfactory to the Underwriters, and the Company
shall have fumished 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 govemed by Oregon law upon the opinion of Perkins Coie LLP referred to above.
7
(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 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 ofoperations ofthe Company and its subsidiaries taken as
a whole except as set forth in the Disclosure Package and the Prospectus or as described in such certificate.
The Company will (i) furnish the Underwriters with such conformed copies of such opinions, certificates, letters and
documentsastheUnderwritersreasonablyrequest. TheUnderwritersmaywaivecompliancewithanyconditionstotheirobligations
hereunder.
7. Indemnification and Contribulion. (a) The Company will indemnifu 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
15 of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become
subject, under the Securities Act or the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out ofor are based upon any untrue statement or alleged untrue statement ofany 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 ofor 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 fumished 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 acourt of competentjurisdiction by final and non-appealablejudgmentthat (i) priorto theApplicable
Time the Company has notified such Underwriter that the Preliminary Prospectus, dated [.], contains an untrue statement of
material fact oromits to state therein amaterial factnecessary in orderto makethe statements therein, in the lightofthe 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 conected 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 indemnifr and hold harmless the Company, its directors
and officers and each person, if any, who controls the Company within the meaning of Section l5 of the Securities Act, against
any losses, claims, damages or liabilities to which the Company may become subject, under the Securities Act or the Exchange
Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon
any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, the Preliminary
Prospectus, the Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, or any amendment or supplement to
the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus or arise out of or are based upon the omission
or the alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made (in the case of the Registration Statement, necessary in order to make the statements
therein not misleading), not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged
untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished
to the Company by the Representatives on behalf of the Underwriters specifically for use therein, and will reimburse any legal or
other expenses reasonably incurred by the Company in connection with investigating or defending any such loss, claim, damage,
8
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 indemnifuing party under subsection
(a) or (b) above, notifo the indemnifuing party of the commencement thereof; but the omission so to notifo 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 notifo the indemnifuing party shall not relieve it from any liability that it may
have to an indemnified party otherwise than under subsection (a) or (b) above. In case any such action is brought against any
indemnified party and it notifies the indemnifuing party of the commencement thereof, the indemnifoing party will be entitled to
participate therein and, to the extent that it may wish, jointly with any other indemni[ing party similarly notified, to assume the
defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the
indemnified party, be counsel to the indemnifuing pany), and after notice from the indemnifuing party to such indemnified party
of its election so to assume the defense thereof, the indemnifoing party will not be liable to such indemnified party under this
Section for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof
other than reasonable costs of investigation; provided, however, that the indemnified party shall have the right to employ counsel
to represent the indemnified party and their respective controlling persons who may be subject to liability arising out of any claim
in respect of which indemnity may be sought by the indemnified parry against the indemnifuing party under this Section 7 if the
employment of such counsel shall have been authorized in writing by the indemnifoing party in connection with the defense of
such action, if in the written opinion of counsel to either the indemni$ing 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 indemnifuing
party shall have failed to employ counsel within a reasonable period of time, and in that event the fees and expenses of one firm
ofseparate counsel (in addition to the fees and expenses ofone local counsel in each applicablejurisdiction) shall be paid by the
indemnifuing party. No indemnifuing party shall, without the prior written consent of the indemnified party (which consent shall
not be unreasonably withheld), effect any settlement of any pending or threatened action in respect of which any indemnified party
is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement
(i) includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such
action and (ii) does not include a statement as to or an admission of fault, culpability or failure to act by or on behalf of any
indemnified party.
(d) If the indemnification provided for in this Section is unavailable or insufficient to hold harmless an
indemnified party under subsection (a) or (b) above, then each indemnifuing party shall contribute to the amount paid or payable
by such indemnified party as a result of the losses, claims, damages or liabilities referred to in subsection (a) or (b) above (i) in
such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters
on the other from the offering of the Offered Securities or (ii) if the allocation provided by clause (i) above is not permitted by
applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also
the relative fault of the Company on the one hand and the Underwriters on the other in connection with the statements or omissions
which resulted in such losses, claims, damages or liabilities as well as any other relevant equitable considerations. The relative
benefits received by the Company on the one hand and the Underwriters on the other shall be deemed to be in the same proportion
as the total net proceeds (before deducting expenses) from the offering ofthe Offered Securities received by the Company bear
to the total discounts and commissions received by the Underwriters with respect to the Offered Securities from the Company
under this Agreement. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by
the Company or the Underwriters and the parties' relative intent, knowledge, access to information and opportunity to correct or
prevent such untrue statement or omission. The amount paid by an indemnified party as a result of the losses, claims, damages or
liabilities referred to in the first sentence ofthis subsection (d) shall be deemed to include any legal or other expenses reasonably
incurred by such indemnified party in connection with investigating or defending any action or claim which is the subject of this
subsection (d). Notwithstanding the provisions of this subsection (d), no Underwriter shall be required to contribute any amount
in excess of the amount by which the total price at which the Offered Securities purchased by it were resold exceeds the amount
of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement
or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section I 1(f1 of the
SecuritiesAct) 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
not joint.
(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. Defuult 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 10% ofthe total principal amount ofthe Offered Securities, the non-
defaulting Underwriters may make arrangements satisfactory to the Company forthe purchase of such Offered Securities by other
persons, including themselves, but if no such arrangements are made by the Closing Date, the non-defaulting Underwriters shall
be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities that such
defaulting Underwriter or Underwriters agreed but failed to purchase. If any Underwriter or Underwriters so defaults and the
aggregate principal amount of the Offered Securities with respect to which such default or defaults occur exceeds l0% of the total
principal amount of the Offered Securities and arrangements satisfactory to the non-defaulting Underwriters and the Company for
the purchase of such Offered Securities by other persons are not made within 36 hours after such default, this Agreement will
terminate without liability on the part of the non-defaulting Underwriters or the Company, except as provided in Section 9. As
used in this Agreement, the term "Underwriter" includes any person substituted for an Underwriter under this Section. Nothing
herein, including the Company's obligations pursuant to Section t hereof, will relieve a defaulting Underwriter from liability for
its default.
9. Survival of Certain Representations and Obligatio,ns. 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 otherthan 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 ofthe 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$ [.].
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.
I l. Notices. All communications hereunder will be in writing and, if sent to the Underwriters, will be mailed,
delivered or faxed and confirmed to each of (i) [.] and (ii) [.] or, if sent to the Company, will be mailed, delivered or telegraphed
and confirmed to it at PacifiCorp, 825 NE Multnomah, Suite 1800, Portland , OR97232, Attention: Legal Departmen! provided,
however, that any notice to a particular Underwriter pursuant to Section 7 will be mailed, delivered or faxed and confirmed to
such Underwriter.
12. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective
successors and the controlling persons referred to in Section 7 , and no other person will have any right or obligation hereunder.
l0
13. Counterparls. 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. Applicablelcn. This Agreement shrll be governed by, and construed in accordance with, the laws of the State
of New York without regard to principles of conflicts of laws.
The Company hereby submits to the exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan
in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated
hereby.
15 . Waiver ofJury. TO THE FULLEST EXTENT PERMITTED BY LAW EACH OF THE PARTIES I{ERETO WAIVES
ANY RIGHT IT MAY HAVE TO A TRIAL BY ruRY IN RESPECT OF LITIGATION DIRECTLY OR INDIRECTLY ARISING
OUT OR I.INDER OR IN CONNECTION WITH THIS AGREEMENT. EACH PARTY FURTHER WAIVES ANY RIGHT TO
CONSOLIDATE ANY ACTION IN WHICH A ruRY TRIAL HAS BEEN WAIVED WITH ANY OTI-IER ACTION IN WHICH
A ruRY TRJAL CANNOT BE OR HAS NOT BEEN WATVED.
lSignatures followl
ll
Ifthe foregoing is in accordance with the Underwriters'understanding of our agreement, kindly sign and retum to us one
of the counterparts hereof, whereupon it will become a binding agreement between the Company and the several Underwriters in
accordance with its terms.
Very truly yours,
PacifiCorp
By:
Name:
Title:
The foregoing Underwriting Agreement
is hereby confirmed and accepted
as of the date first above written.
t.I
By:
Name:
Title:
t.l
By:
Name:
Title:
On behalf of themselves and as Representatives of the several Underwriters
( U nderw r iting A gre e me nt)
Underwriter
SCHEDULEA
Principal Amount of
Bonds
$
$
$
$
$
Issuer:
Security Type:
Legal Format:
Principal Amount:
Coupon:
SCHEDULE B(ii)
Filed pursuant to Rule 433(d)
Registration No. 333-[']
Dated [.]
FINALTERM SHEET
PacifiCorp
First Mortgage Bonds due 20[.]
SEC Registered
$
Interest Payment Dates:
Trade Date:
Settlement Date:
Maturity:
Treasury Benchmark:
US Treasury Spot:
US Treasury Yield:
Spread to Treasury:
Re-offer Yield:
Price to Public (Issue Price):
Optional Redemption:
Denominations: $2,000 and any integral multiples of $1,000 in excess thereof
Joint Book-Running Managers:
Co-Managers:
CUSIP/ ISIN:
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.gou. Alternatively, the
issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus ifyou request it by
calling [.] or [.].
EXHIBITA
Form of Opinion of [.], General Counsel ofthe Company
I . 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, govemmental agency, body or authority, domestic or foreign, now pending or threatened
against or involving the Company or any subsidiary of the Company that, if determined adversely to the Company and its
subsidiaries, taken as a whole, is reasonably likely to have, individually or in the aggregate, a material adverse effect on the
business, affairs, property or financial condition of the Company and its subsidiaries taken as a whole or a material adverse effect
on the ability of the Company to perform its obligations under the Underwriting Agreement, the Mortgage or the Bonds.
2. The execution, delivery and performance of the Underwriting Agreement and the Mortgage and the issuance and sale of
the Bonds and the use of proceeds of the Bonds as designated in the Prospectus do not and will not (A) conflict with the Articles
of Incorporation or By-laws of the Company, (B) to my knowledge, conflict with, result in the creation or imposition of any lien,
charge or other encumbrance, other than the Mortgage, upon any asset of the Company pursuant to the terms of, or constitute a
breach of, or default under, any agreement, indenture or other instrument to which the Company is a party, or by which the Company
is bound or to which any of its properties are subject or (C) to my knowledge, result in a violation of any statute, rule or regulation,
or any order,judgment or decree known to me ofany court or governmental agency, body or authority havingjurisdiction over
the Company or any of its properties, where any such conflict, encumbranceo 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, govemmental agency orthird 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 ofthe Bonds as contemplated therein, in each case where the effect ofthe failure
to obtain such approval, authorization, consent or order, or make such filing, is 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 ofthe 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
ofsuch ofthe Properties as are described therein are adequate forthe Mortgage to constitute a lien thereon; the Mortgage constitutes
a valid lien in favor of the Trustee for the benefit of the holders of the bonds issued pursuant to the Mortgage and, to the best of
my knowledge, there is no lien on such Properties prior or equal to the lien of the Mortgage, other than the exceptions enumerated
above in this paragraph 4.
EXHIBIT B
Form of Opinion of Perkins Coie LLR special counsel to the Company
l. The Company is a corporation validly existing under the laws of Oregon, with the corporate power and authority to own
its properties and conduct its business as described in the Preliminary Prospectus, as supplemented by the Free Writing Prospectus,
attached as Schedule B(ii) to the Underwriting Agreement, and the Prospectus.
2. Based solely on the certificates attached as Schedule B, the Company is qualified to transact business as a foreign
corporation in [Arizona, California, Colorado, Idaho, Montana, New Mexico, Utah, Washington and Wyoming].
3. The Company has the corporate power and authority to enter into the Underwriting Agreement and the Supplemental
Indenture, to issue the Bonds and to consummate the transactions contemplated by the Underwriting Agreement.
4. Each ofthe Underwriting Agreement and the Mortgage has been duly authorized, executed and delivered by the Company.
5. The Mortgage constitutes the valid and binding obligation ofthe 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 ofthe 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, authorization, consent or order of, or filing with any govemmental or regulatory body or agency is required
in connection with the issuance and sale of the Bonds by the Company, the consummation by the Company of the transactions
contemplated by the Underwriting Agreement, the due authorization, execution or delivery of the Underwriting Agreement or the
due execution, delivery or performance of the Mortgage by the Company, in each case where the effect of the failure to obtain
such approval, authorization, consent or order, or to make such filing, could reasonably be expected to have a Material Adverse
Effect and except (a) the registration of the Bonds with the Securities and Exchange Commission (the "Commission") under the
Securities Act pursuant to the Registration Statement and (b) such as have been obtained or made.
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 ofthis letter), such orders and notices constitute the
only approval, authorization, consent or other order of, or notification to, any govemmental body legally required in connection
with the regulation of the Company as a public utility for the authorization of the issuance of the Bonds by the Company pursuant
to the terms of the Underwriting Agreement.
11. The Registration Statement was declared effective under the Securities Act on [.]; the Prospectus was filed with the
Commission pursuant to Rule 424(b) on [.] 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 wwwsec.gov/litigationistoporders.shtml, as
ofthe date hereof, no stop order suspending the effectiveness ofthe 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 430B under the Securities Act, and the Prospectus, as of its date,
appear on their face to be appropriately responsive in all material respects with the applicable requirements of the Securities Act
and the rules thereunder; it being understood, however, that we express no view with respect to the financial statements, schedules,
other financial data, or exhibits included or incorporated by reference in, or omitted from, the Registration Statements, the
Preliminary Prospectus or the Prospectus or Regulation S-T.
13. We have participated in conferences with offrcers and other representatives of the Company, you and your representatives
and representatives ofthe independent auditors ofthe Company at which the contents ofthe 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 forthe 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) atthe 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 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 forthe 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.
EXHIBIT 4.2
EXCEPTAS OTHERWISE PROVIDED IN SECTION 2,16OF THE MORTGAGE HERSINAFTERREFERRED TO, THIS
BOND MAY BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO THE DEPOSITORN ANOTHER NOMINEE
OF TTM DEPOSITORY OR TO A SUCCESSOR DEPOSITORY OR TO A NOMINEE OF SUCH SUCCESSOR
DEPOSITORY.
THIS BOND IS A GLOBAL SECURITY WITHIN THE MEANING OF THE MORTGAGE HEREINAFTER REFERRED
TO AND IS REGISTERED IN T}IE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS BOND IS
EXCHANGEABLE FOR BONDS REGISTERED TN TFIE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR
ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE MORTGAGE, AND NO TRANSFER
OF THIS BOND (OTHER THAN A TRANSFER OF THIS BOND AS A WHOLE BY THE DEPOSITORY TO A NOMINEE
OF TFIE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE
OF THE DEPOSITORY) MAYBE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.
LINLESS THIS BOND IS PRESENTED BYANAUTHORIZED REPRESENTATIVE OF THE DEPOSITORYTRUST
COMPANY (55 WATER STREET, NEW YORK) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY BOND ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH
OTHER ENTITY AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
PACIFICORP
[.]% Series Due 20[.]
(A Series of First Mortgage Bonds)
No.
Date:
US$
Cusip:
PACIFICORP, an Oregon corporation (the "Company"), for value received, hereby promises to pay to CEDE & CO.
or registered assigns, on [.], at the office or agency of the Company in the Borough of Manhattan, The City of New York, the
sum of [.] Dollars ($t.]), in such coin or currency of the United States of America as at the time of payment is legal tender for
public and private debts, and to pay interest thereon from the [.] or [.] next preceding the date hereof, or if no interest has been
paid on the bonds of this series, from [.], at the rate of [.] per centum ([.]%) per annum, in like coin or currency at such office
or agency on [.] and [.] in each year (each, an "Interest Payment Date"), commencing [.], until the principal of this bond shall
have been paid or duly provided for; providedthat the interest so payable on any Interest Payment Date will, subject to certain
exceptions set out in the [.] Supplemental Indenture (hereinafter mentioned), be paid to the person in whose name this bond (or
any bond previously Outstanding in transfer or exchange for which this bond was issued) is registered on the Record Date next
preceding such Interest Payment Date; provided, however, that interest payable upon maturity or earlier redemption will be
payable to the person to whom principal is payable. So long as this bond remains in book-entry only form, the Record Date for
each Interest Payment Date will be the close of business on the Business Day before the applicable Interest Payment Date, and,
if this bond is not in book-entry only form, the Record Date for each Interest Payment Date will be the close of business on the
l5'h calendar day of the month immediately preceding the month of the Interest Payment Date (whether or not a Business Day).
"Business Day" means, for purposes ofthe preceding two paragraphs, a day otherthan (i) a Saturday or a Sunday, or
(ii) a day on which banking institutions in The City of New York are authorized or obligated by law or executive order to
remain closed.
The amount of interest payable will be computed on the basis of a 360-day year consisting of twelve 30-day months. If
any Interest Payment Date 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.
l. This bond is one of an issue of bonds of the Company issuable in series and is one of a series known as its
First Mortgage Bonds, [.]% Series Due 20[.] to be issued under and equally secured by a Mortgage and Deed of Trust (herein,
together with any indenture supplemental thereto, including the [.] Supplemental Indenture dated as of [.], the "Mortgage"),
dated as of January 9, 1989 executed by the Company to Morgan Guaranty Trust Company of New York, as trustee (The Bank
of New York Mellon Trust Company, N.A., as successor). Reference is made to the Mortgage for a description of the property
mortgaged, and pledged, the nature and extent ofthe security, the rights ofthe holders ofthe bonds and ofthe Trustee in respect
thereof, the duties and immunities of the Trustee and the terms and conditions upon which the bonds are, and are to be, securedo
the circumstances under which additional bonds may be issued and the definitions of certain terms hereinafter used.
With the consent of the Company and to the extent permitted by and in the manner provided in the Mortgage, the
rights and obligations of the Company and/or the rights of the holders of the bonds and/or coupons and/or the terms and
provisions of the Mortgage may be modified or altered by affirmative vote of the holders of at least sixty per centum (60%) in
principal amount of bonds then Outstanding under the Mortgage, all voting as a single class or, if the rights of the holders of
one or more, but less than all, series of bonds then Outstanding are to be adversely affected, then by affirmative vote of the
holders of at least sixty per centum (60%) principal amount of those bonds then Outstanding so to be adversely affected, all
voting as a single class (excluding in any case bonds disqualified from voting by reason ofthe Company's interest therein as
provided in the Mortgage); provided that no such modification or alteration shall, without the consent of the holder hereof,
impair or affect the right of the holder to receive payment of the principal of (and premium, if any) and interest on this bond, on
or after the respective due dates expressed herein, or to institute suit for the enforcement of any such payment on or after such
respective dates, or permit the creation of and lien ranking equal or prior to the Lien of the Mortgage or deprive the bolder of
the benefit of a lien on the Mortgaged and Pledged Property or reduce the percentage vote required to effect such modifications
or alterations.
The Company has reserved the right, without any consent or other action by holders of bonds of the Ninth Series
known as First Mortgage and Collateral Trust Bonds, Secured Medium-Term Notes, Series F, or any other series of bonds
subsequently created under the Mortgage (including the bonds of this series), to amend the Mortgage in order to except from
the Lien of the Mortgage allowances allocated to steam-electric generating plants owned by the Company, or in which the
Company, or in which the Company has interests, pursuant to Title IV of the Clean Air Act Amendments of 1990 as now in
effect or as hereafter supplemented or amended.
2. The principal hereof may be declared or may become due prior to the maturity date hereinbefore named on
the conditions, in the manner and at the time set forth in the Mortgage, upon the occurrence of a Default as in the Mortgage
provided.
3. The bonds of this series are redeemable, in whole or in part, at any time and at the Company's option. Prior to
[.], 20[.], the redemption price shall be equal to (A) the greater of: (i) one hundred per centum (100%) of the principal amount
of bonds of this series then Outstanding to be redeemed, and (ii) the sum of the present values of the remaining scheduled
payments of principal and interest thereon that would be due if the bonds of this series 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
semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, plus [.] basis points, as
calculated by an Independent Investment Banker; plus (B) accrued and unpaid interest thereon to the date on which such bonds
are to be redeemed (the "Redemption Date"). At any time on or after [.], the redemption price shall be equal to one hundred
percent (100%) of the principal amount of bonds of this series then Outstanding to be redeemed, plus accrued and unpaid
interest thereon to the Redemption Date. Unless the Company defaults in payment of the redemption price, on and after the
Redemption Date interest will cease to accrue on the bonds of this series or portions thereof called for redemption.
For purposes ofthis Section 3:
"Business Day" means a day other than (i) a Saturday or a Sunday, or (ii) a day on which banking institutions in The
City of New York are authorized or obligated by law or executive order to remain closed.
"Comparable Treasury Issue" means the United States Treasury security selected by an Independent Investment
Banker as having a maturity comparable to the remaining term of the bonds of this series (assuming, for this purpose, that the
bonds of this series matured on the 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 (the "Remaining Life").
"Comparable Treasury Price" means, with respect to any Redemption Date, the Reference Treasury Dealer
Quotation for such Redemption Date.
"Independent Investment Banker" means an investment banking institution of intemational standing appointed by
the Company.
"Reference Treasury Dealer" means a primary U.S. government securities dealer in New York City appointed by the
Company.
"Reference Treasury Dealer Quotations" means, with respect to the Reference Treasury Dealer and any
Redemption Date, the average, as determined by the Company, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount and quoted in writing to the Company by such Reference
Treasury Dealer at 5:00 p.m. on the third Business Day in New York City preceding such Redemption Date).
"Treasury 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 Treasury Issue, assuming a price for the Comparable
Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for that Redemption
Date.
The Company shall give the Trustee notice of the redemption price for any redemption occurring prior to the par call
date immediately after the calculation thereof, and the Trustee shall have no responsibility for such calculation.
4. This bond is transferable as prescribed in the Mortgage by the registered owner hereof in person, or by his,
her or its duly authorized attorney, at the offrce or agency of the Company in the Borough of Manhattan, The City of New York,
upon surrender and cancellation of this bond, together with a written instrument of transfer, if required by the Company, duly
executed by the registered owner or by his, her or its duly authorized attorney, and, thereupon, a new fully registered bond of
the same series for a like principal amount will be issued to the transferee in exchange herefor as provided in the Mortgage.
Subject to the foregoing provisions as to the person entitled to receive payment of interest hereon, the Company and the Trustee
may deem and treat the person in whose name this bond is registered as the holder and the absolute owner hereof for the
purpose ofreceiving payment and for all other purposes, and neither the Company nor the Trustee shall be affected by any
notice to the contrary.
5. ln the manner prescribed in the Mortgage, any bonds of this series, upon surrender thereof for cancellation at
the office or agency of the Company in the Borough of Manhattan, The Cify of New York, are exchangeable for a like
aggregate principal amount of fully registered bonds of the same series of other authorized denominations.
6. As provided in the Mortgage, the Company shall not be required to make transfers or exchanges of bonds of
any series for a period offifteen (15) days next preceding any designation ofbonds ofsuch series to be redeemed, and the
Company shall not be required to make transfers or exchanges of any bonds designated in whole or in part for redemption.
7 . No recourse shall be had for the payment of the principal of, premium, if any, or interest on this bond against
any incorporator or any past, present or future subscriber to the capital stock, shareholder, officer or director of the Company or
of any predecessor or successor corporation, as such, either directly or through the Company or any predecessor or successor
corporation, under any rule of law, statute or constitution or by the enforcement of any assessment or otherwise, all such
liability of incorporators, subscribers, shareholders, officers and directors being released by the holder or owner hereof by the
acceptance of this bond and being likewise waived and released by the terms of the Mortgage.
This bond shall not become obligatory until The Bank ofNew York Mellon Trust Company, N.A., a national banking
association, the Trustee under the Mortgage, or its successor thereunder, shall have signed the form of authentication certificate
endorsed hereon.
[Signature page follows]
IN WITNESS WHEREOF, PacifiCorp has caused this bond to be signed in its corporate name by its Chairman of the
Board, President and Chief Executive Officer, or one of its Vice Presidents, by his or her signature or a facsimile thereof, and
its corporate seal to be impressed or imprinted hereon and attested by its Secretary, or one of its Assistant Secretaries, by his or
her signature or a facsimile thereof.
PACIFICORP
Dated: [.]
lsEALl
Name:
Title:
TRUSTEE' S AUTHENTICATION CERTIFICATE
This bond is one ofthe bonds ofthe series herein designated described or provided for in
the within-mentioned Mortgage.
TT{E BANK OF NEW YORK MELLON TRUST
COMPANY, N.A.,
As Trustee
Authorized Signatory
EXHIBIT 5.I
October 30, 2015
PacifiCorp
825 N.E. Multnomah Street
Portland, Oregon97232
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as special counsel to PacifiCorp, an Oregon corporation (the "Company"), in connection with the
preparation and filing of a registration statement on Form S-3 (the "Registration Statement") filed with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Act of 1933, as amended (the "Securities Act") and the
rules and regulations promulgated thereunder (the "Rules"), for the registration of the sale from time to time by the Company of
debt securities of the Company in the form of First Mortgage Bonds (the "Securities").
We understand that the Securities will be sold or delivered from time to time as set forth in the Registration Statement,
the applicable prospectus contained therein (the "Prospectus") and supplements to the Prospectus (the "Prospectus
Supplements"). The Securities will be issued in one or more series pursuant to the Mortgage and Deed of Trust, dated as of
January 9,7989, between the Company and The Bank of New York Mellon Trust Company, N.A. (the "Trustee"), as successor
trustee, as amended and supplemented (the "Mortgage"). The Mortgage is in the form incorporated by reference as an exhibit to
the Registration Statement.
In our capacity as counsel to the Company we have examined such documents, agreements and instruments as we
have deemed necessary for the opinions expressed below. As to matters of fact material to the opinions expresse d herein, we
have relied on (a) information in public authority documents and (b) information provided in certificates of officers of the
Company. We have not independently verified the facts so relied on. In our examination, we have assumed the following
without investigation: (a) the authenticity of original documents and the genuineness of all signatures, (b) the conformity to the
originals of all documents submitted to us as copies, and (c) the truth, accuracy and completeness of the information,
representations and warranties contained in the records, documents, agreements, instruments and certificates we have reviewed.
For purposes of the opinions expressed below, we also assume that (a) the Registration Statement, and any
amendments or supplements thereto (including any necessary post-effective amendments), shall have become effective under
the Securities Act, (b) the Company and the Trustee shall have complied with the terms and conditions of the Mortgage
regarding the creation, authentication and delivery of any supplemental indenture to the Mortgage, (c) a Prospectus Supplement
shall have been prepared and filed with the Commission describing the Securities offered thereby, (d) all Securities shall be
issued and sold in compliance with applicable federal, state and foreign securities laws and in the manner stated in the
Registration Statement and the appropriate Prospectus Supplement and (e) the Mortgage has been duly authorized, executed
and delivered by the Company and the Trustee.
Based on and subject to the foregoing and the other assumptions, exclusions and qualifications in this letter, we are of
the opinion that when (a) the Securities have been duly authorized, (b) the final terms of the Securities have been duly
established and approved, and (c) the Securities have been duly executed by the Company and authenticated by the Trustee in
accordance with the Mortgage and delivered to and paid for by the purchasers thereof as contemplated by the Registration
Statement and the appropriate Prospectus Supplement, the Securities will constitute valid and legally binding obligations of the
Company.
The opinions expressed above are subject to the following exclusions and qualifications:
a. Our opinions are as of the date hereof and we have no responsibility to update this opinion for
events and circumstances occurring after the date hereof or as to facts relating to prior events that are subsequently brought to
our attention. This opinion is limited to the laws, including the rules and regulations, as in effect on the date hereof, and we
disavow any undertaking to advise you ofany changes in law
b. We express no opinion as to enforceability of any right or obligation to the extent such right or
obligation is subject to and limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship,
arrangement, moratorium, fraudulent transfer or other laws affecting or relating to the rights of creditors generally, (ii) rules
governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity,
regardless of whether arising prior to, or after, the date hereof or considered in a proceeding in equity or at law, or (iii) the
effect of federal and state securities laws and principles of public policy on the rights of indemnity and contribution.
c. We do not express any opinions herein concerning any laws other than the laws in their current
forms of the State of Oregon, the State of New York and the federal securities laws of the United States ofAmerica, and we
express no opinion with respect to the laws ofany otherjurisdiction and expressly disclaim responsibility for advising you as to
the effect, if any, that the laws of any other jurisdiction may have on the opinions set forth herein.
We consent to the filing of this opinion as an exhibit to the Registration Statement and any amendments thereto,
including any and all post-effective amendments, and to the reference to our firm in the Prospectus under the caption "Legal
Matters." In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required
under Section 7 ofthe Securities Act or related Rules.
Very truly yours,
/s/ PERKINS COIE LLP
PERKINS COIE LLP
EXHIBIT 12.1
PACtr'ICOFJ
STATEIVIENTS OF COMPUT{TION OF RATIO
OF EARNINGS TOFDGD CHARGES
(DOLLARS rN MTLLTONS)
Six-Month
Period Ended
June 30,2015
Years Ended December 31,
2014 2012
Fixed charges
Interest expense r88 $ 379 $379 $ 380 $
Total fixed charges $ 190 $ 384 $ 385 $ 385 $ 397 $ 392
gs
Ratio ofEarnings to Fixed Charges 3.3x 3.6x 3.5x 2.9x 2.9x 3.0x
Earnings Available for Fixed Charges:
392 $
EXHIBIT I5.1
October 30, 2015
PacifiCorp
Portland, Oregon
We have reviewed, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the
unaudited consolidated interim financial information of PacifiCorp and subsidiaries for the three-month periods ended
March 31, 2015 and 2014, and have issued our report dated May 1,2015, and for the three-month and six-month periods ended
June 30, 2015 and 2014,and have issued our report datedAugust 7,2015.As indicated in such reports, because we did not
perform an audit, we expressed no opinion on that information.
We are aware that our reports referred to above, which were included in your Quarterly Reports on Form 10-Q for the quarters
ended March 31, 2015 and June 30, 2015, are incorporated by reference in this Registration Statement on Form S-3.
We also are aware that the aforementioned reports, pursuant to Rule 436(c) under the Securities Act of 1933, are not considered
a part ofthe Registration Statement prepared or certified by an accountant or a report prepared or certified by an accountant
within the meaning of Sections 7 and I I of that Act.
/s/ Deloitte & Touche LLP
Portland, Oregon
EXHIBIT 23.1
CONSENT OF' INDEPENDENT REGISTERED PUBLIC ACCOUNTING T'IRM
We consent to the incorporation by reference in this Regisfation Statement on Form S-3 of our report dated February 27,2015,
relating to the consolidated financial statements of PacifiCorp and subsidiaries appearing in the Annual Report on Form lO-K
of PacifiCorp for the year ended December 31, 2014, andto the reference to us under the heading "Experts" in the Prospectus,
which is part of this Registration Statement.
/s/ Deloitte & Touche LLP
Portland, Oregon
October 30,2015
EXHIBIT24.l
POWEROFATTORNEY
Each of the undersigned, an officer and/or director of PacifiCorp (the "Company"), constitutes and appoints Nikki L.
Kobliha, Bruce N. Williams and Jeflery B. Erb, and each of them, his or her true and lawful attomeys-in-fact and agents, with
full power of substitution and re-substitution, to do any and all acts and things and execute in his or her name, one or more
Form S-3 Registration Statements under the Securities Act of 1933, as amended (the "Act"), prepared in connection with the
registration and issuance of First Mortgage Bonds of the Company, and any and all amendments (including post-effective
amendments, exhibits thereto and other documents in connection therewith) thereto, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto the
attorneys and agents, and each ofthem, full power and authority to do any and all acts and things necessary or advisable to be
done, as fully and to all intents and purposes as the undersigned might or could do in person, and the undersigned hereby
ratifies and confirms all that the attorneys and agents, and each ofthem, shall do or cause to be done under this power of
attorney. Any one ofthe attorneys or agents, or their or his or her substitute or substitutes, shall have, and may exercise, all
powers conferred.
THIS POWER OF ATTORNEY MAY BE EXECUTED IN COL]NTERPARTS
/s/ Gregory E. Abel
Gregory E. Abel
/s/ Douglas L. Anderson
Douglas L. Anderson
/s/ Stefan A. Bird
Stefan A. Bird
/s/ Cindy A. Crane
Dated: October 20,2015
Dated: October 20,2015
Dated: October 21,2015
Dated: October 22,2015
Dated: October 19,2015
Dated: October 19,2015
Dated: October 2l ,2015
Dated: October27,2015
Cindy A. Crane
/s/ Patrick J. Goodman
Patrick J. Goodman
/s/ Natalie L. Hocken
Natalie L. Hocken
/s/ Andrea L. Kelly
Andrea L. Kelly
/s/ R. Patrick Reiten
R. Patrick Reiten
/s/ Nikki L. Kobliha
Nikki L. Kobliha
Dated: October 28,2015
EXHIBIT 25.I
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM }I
STATEMENT OF ELIGIBILITY
UNDER THE TRUST TNDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
sECrroN 30s(bx2) l_l
THE BANK OF NEW YORK MELLON
TRUST COMPANY N.A.
(Exact name of trustee as specified in its charter)
(Jurisdiction of incorporation
if not a U.S. national bank)
400 South Hope Street
Suite 400
Los Angeles, California
(Address of principal executive offices)
PACIFICORP
(Exact name of obligor as specified in
Oregon
(State or other jurisdiction of
incorporation or organization)
825 N.E. Multnomah Street
Portland, Oregon
(Address of principal executive ofiices)
its charter)
93-0246090
(I.R.S.employer
identification no.)
97232
(Zip code)
95-3571 558
(I.R.S. employer
identification no.)
90071
(Zip code)
First Mortgage Bonds
(Title of the indenture securities)
l. General information. Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to which it is subject.
2.
16.
Name Address
Comptroller of the Currency
United States Department of the
Treasury
Federal Reserve Bank
Washington,DC 20219
San Francisco, CA 94105
Federal Deposit Insurance Corporation Washington,DC 20429
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Affiliations with Obligor.
If the obligor is an affiliate of the trustee, describe each such affiliation.
None.
List of Exhibits.
Exhibits identified in parentheses below, on file with the Commission, are incorporated herein
by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939
(the "Act") and 17 C.F.R. 229.10(d).
l.A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A.,
formerly known as The Bank of New York Trust Company, N.A. (Exhibit I to Form T-l filed
with Registration Statement N o. 333-121948 and Exhibit I to Form T: I filed with Registration
Statement No. 333-l 52875).
A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T:l
filed with Registration Statement No. 333-121948).
A copy of the authorization ofthe trustee to exercise corporate trustpowers (Exhibit 3 to Form
T-l filed with Registration Statement No. 333-152875).
2.
J.
.,-L-
4.
6.
7.
A copy of the existing by-laws of the trustee (Exhibit 4 to Form T-l filed with Registration
Statement N o. 333 -l 627 l3).
The consent of the trustee required by Section 321(b) of theAct (Exhibit 6 to Form T-l filed
with Registration Statement No. 333-1 5287 5).
A copy of the latest report of condition of the Trustee published pursuant to law or to the
requirements of its supervising or examining authority.
-3-
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New York Mellon Trust Company,
N.A., a banking association organized and existing under the laws of the United States ofAmerica, has duly
caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized,
all in the City of Los Angeles, and State of California, on the 26th day of October, 2015.
THE BANK OF NEW YORK MELLON
TRUST COMPANY N.A.
By: /s/ Valere Boyd
Name: Valere BoydTitle: Vice President
-4-
EXHIBIT 7
Consolidated Report of Condition of
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
of 400 South Hope Street, Suite 400, Los Angeles, CA 90071
At the close of business June 30,2015, published in accordance with Federal regulatory authority
instructions.
Dollar amounts
in thousands
ASSETS
Cash and balances due from
depository institutions:
Noninterest-bearing balances
and currency and coin...... ...25,706
Interest-bearing balances ....215,394
Securities:
Held-to-maturity securities.....,.......... ................0
Available-for-sale securities.............. .....661,987
Federal funds sold and securities
purchased under agreements to resell:
Federal funds sold ........................0
Securities purchased under agreements to rese11........... ........0
Loans and lease financing receivables:
Loans and leases held for sale........ ...................0
Loans and leases,
net of unearned income... .............0
LESS: Allowance for loan and
lease losses. ............ 0
Loans and leases, net ofunearned
income and allowance ............... .....................0
Premises and fixed assets (including
capitalized leases)......... ........12,228
Investments in unconsolidated
subsidiaries and associated
companies . .. .. . .. ...0
Direct and indirect investments in real estate ventures ... ......... . ... . .. .. . .. ...0
Intangible assets:
Other intangible assets .................90,615
LIABILITIES
Deposits:
In domestic offices ......520
Noninterest-bearing.. ...........520
Interest-bearing.. . .. . .... .. .. .0
Not applicable
Federal funds purchased and securities
sold under agreements to repurchase:
Federal funds purchased............... .....................0
Securities sold under agreements to repurchase.................. ......................0
Other borrowed money:
(includes mortgage indebtedness
and obligations under capitalized
Not applicable
Not applicable
Subordinated notes and debentures... ..........0
Not applicable
EOUITY CAPITAL
Perpetual preferred stock and related surplus. ...............0
Surplus (exclude all surplus related to preferred stock).......... .................1,122,352
Not available
Retained earnings...... ................584,561
Accumulated other comprehensive income .-..446
Other equity capital components. ...............0
Not available
Total bank equity capital ........1,708,359
Noncontrolling (minority) interests in consolidated subsidiaries................. .........................0
Total ecuiw caoital.................... r.708.3s9
Total liabilities and equity capital......... ............1.988.477
I, Matthew J. McNulty, CFO of the above-named bank do hereby declare that the Reports of Condition and
Income (including the supporting schedules) for this report date have been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and
belief.
Matthew J. McNulty )CFO
We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the
supporting schedules) for this report date and declare that it has been examined by us and to the best ofour
knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal
regulatory authority and is true and correct.
Antonio I. Portuondo, President
William D. Lindelof, Director
Alphonse J. Briand, Director
Directors (Trustees)