HomeMy WebLinkAbout20181023Application.pdfI(t
i-iECE IVEDYROCKY MOUNTAIN
HP,H,EN"",
1407 W. North Temple, Suite 330
Salt Lake City, Utah 841l6
l:::X ililT 2 3 f,i'l 9: 2l
October 23,2018
VIA OVERNIGHT DELIVERY
Idaho Public Service Commission
472 W . Washington Street
P.O. Box 83720
Boise, Idaho 83720-007 4
Attention: Diane Hanian
Commission Secretary
RE:CASE NO. PAC-E-18-10,
IN THE MATTER OF THE APPLICATION OF ROCKY MOUNTAIN POWER
FOR AUTHORITY TO ISSUE AI\D SELL OR EXCHAI\GE NOT MORE THAI\
$2,000,000,000 oF DEBT, AI\ID ENTER INTO CREDIT SUPPORT
ARRANGEMENTS
Please find enclosed the original and seven (7) copies of Rocky Mountain Power's Application in
the above referenced maffer. Please note that the Company's Application Fee in the amount of
$1,000 is being submiued under separate cover.
Please contact Ted Weston directly at (801) 220-2963 if you have any further questions.
incerely,
Vice President, Regulation
Enclosures
ll:'l..li'
,ii-:310r'{
"^-D
Daniel E. Solander, (lSB# 89310)
Rocky Mountain Power
1407 West North Temple, Rm 320
Salt Lake City, Utah 841l6
Telephone: (801) 220-4014
Emai I : daniel.solander@Jracifi com.com
Attorney for Rocky Mountain Power
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
IN THE MATTER OF THE APPLICATION )
oF ROCKY MOUNTAIN POWER FOR )
AUTHORITY TO ISSUE AND SELL OR )
EXCHANGENOT MORE THAN )
$2,OOO,OOO,OOO OF DEBT, AND ENTER TNTO )
CREDIT SUPPORT ARRANGEMENTS )
APPLICATION
CASENO. PAC-E-18-IO
PacifiCorp, doing business as Rocky Mountain Power ("Company"), hereby applies
for an order from the Idaho Public Utilities Commission ("Commission") authorizing the
Company to issue and sell or exchange, in one or more public offerings or private placements,
fixed or floating rate debt ("Debt"). The Company seeks authorization to issue and sell or
exchange an aggregate principal amount of Debt not to exceed $2,000,000,000 or, if the Debt
is issued at an original issue discount, such greater amount as shall result in an aggregate
offering price of not more than $2,000,000,000. The Company also seeks authorization to enter
into letter of credit arrangements with one or more banks or such other agreements or
arrangements as may be necessary or appropriate, from time to time, to provide additional
credit support for the payment of the principal of, the interest on, and the premium of, the Debt.
The Company requests that such authority remain in effect through September 2023,
so long as the Company maintains a BBB- or higher senior secured debt rating, as indicated
1APPLICATION OF ROCKY MOTINTAIN POWER
by Standard & Poor's Rating Services, and a Baa3 or higher senior secured debt rating, as
indicated by Moody's Investors Service, Inc. This Application is filed pursuant to Chapter 9,
Title 61, of the ldaho Code and Section 141 of the Commission's Rules of Procedure and is
intended to amend and supersede order No. 33083 (*2014 Order") issued by the Commission
July 29,2014, in Case No. PAC-E-14-05 ("2014 Case"). This Application is substantially
similar to that filed by the Company in the 2014 Case, and seeks authorization to issue up to
$2,000,000,000 of long-term debt through September 30, 2023, on the same terms and
conditions contained in the 2014 Order.
The Company respectfully requests that the Commission issue an order by
December 15,2018.
The Company respectfully submits the following information in support of this
Application:
(a) The officialname of the applicant and address of its principal business office:
PacifiCorp, doing business as Rocky Mountain Power
825 N.E. Multnomah, Suite 2000
Portland, OR97232
(b) The state and date of incorporation: each state in which it operates as a utility:
The Company was incorporated under Oregon law in August 1987 for the purpose of
facilitating consummation of a merger with Utah Power & Light Company, a Utah
corporation, and changing the state of incorporation of PacifiCorp from Maine to
Oregon. The Company currently seryes customers as Rocky Mountain Power in ldaho,
Utah, and Wyoming, and as Pacific Power in California, Oregon, and Washington.
2APPLICATION OF ROCKY MOUNTAIN POWER
(c) The name. address. and telephone number of persons authorized to receive notices and
communications:
Nikki L. Kobliha,
Vice President, CFO and Treasurer
PacifiCorp
825 N.E. Multnomah, Suite 1900
Portland, OR 97232
Telephone: (503) 813-5645
E-mail: Nikki.Kobliha@nacificorp.com
Daniel Solander,
Senior Counsel
Rocky Mountain Power
1407 West North Temple, Rm 320
Salt Lake City, UT 841l6
Telephone: (801) 220-40 I 4
E-mai I : daniel.solander@pacifi corp.com
Joelle Steward, Vice President
Regulation
Rocky Mountain Power
1407 West North Temple, Rm 330
Salt Lake city, UT 84116
Telephone: (801) 220- 4705
E-mail: Joelle.Steward@Pacifi Corp.com
Ted Weston
Manager, Regulation
Rocky Mountain Power
1407 West North Temple, Rm 330
salt Lake city, uT 841l6
Te lephone : (80 l) 220 -29 63
E-mail: ted.weston@pacificom.com
It is respectfully requested that all formal correspondence and Staff requests regarding
this material be addressed to:
By e-mail (preferred): datarequest@lacificorp.com
By regular mail: Data Request Response Center
PacifiCorp
825 NE Multnomah, Suite 2000
Portland, Oregon 97232
By fax: (503) 813-6060
Informal questions should be directed to Nikki Kobliha at (503) 813-5645.
(d) A full description of the securities proposed to be issued:
(l) Type and nature ofsecurities:
Debt to be issued in one or more transactions as conditions permit. The Debt
may be secured or unsecured.
(2) Amount of securities:
Not more than $2,000,000,000 aggregate principal amount or, if the Debt is
issued at an original issue discount, such greater amount as shall result in an
APPLTCATION OF ROCKY MOLI'NTAIN POWER 3
aggregate offering price of not more than $2,000,000,000.
(3) Interest Rate:
If the Debt bears a fixed rate, the interest rate will be set at the time of issuance.
If the Debt bears a floating-rate, the interest rate will be set periodically, based
upon a published or quoted index ofshort-term rates.
(4) Dates of issuance and maturity:
The Company expects to issue the Debt from time to time in either public
offerings or private placements for cash or in exchange for its outstanding
securities. Maturities will be established at the time of issuance.
(5) lnstitutional rating of the securities. or if not rated an explanation:
The Company's debt is rated, as of the date of this filing, as follows:
Securitv Moody's S&P
Senior Secured Debt Al A+
Senior Unsecured Debt A3 A
(6) Stock Exchanee on which listed:
The Company has generally not listed its bonds, but has, in the past, listed
certain unsecured debt on The New York Stock Exchange. If the Debt is issued
publicly in an overseas market, the Debt may be listed, if appropriate, on one
or more foreign exchanges.
(7) Additionaldescriptiveinformation:
General: Alternatives currently available to the Company include: (1)
conventional first mortgage bonds placed publicly or privately in the domestic
or foreign markets; (2) unsecured debt securities placed publicly or privately in
the domestic or foreign markets; and (3) floating-rate debt placed publicly or
4APPLICATION OF ROCKY MOI.INTAIN POWER
privately in the domestic or foreign markets. A brief description of these
transactions is set forth below.
L First Morteaee Bonds: First mortgage bonds have been the traditional
debt financing vehicle utilized by utilities in the United States, and are
typically offered in public offerings but may be privately placed. First
mortgage bonds are secured by a mortgage on the fixed assets of the
utility.
The bonds are typically redeemable through a make-whole call
at the Company's option, at redemption prices dependent upon U.S.
Treasury yields. This type of redemption feature does not typically
require the issuer to pay a higher coupon rate. The Company may
determine that a call provision is appropriate to provide financial
flexibility in changing interest rate environments, and the bonds may be
redeemable at a premium over the principal amount, with the premium
declining to zero near the finalmaturity of the bonds.
The Company's first mortgage bonds are issued as First
Mortgage Bonds under the PacifiCorp Mortgage. The Commission has
previously authorized the Company to incur the lien of the PacifiCorp
Mortgage in Case No. U-1046-15, Order No. 22157.
The underwriting fee for First Mortgage Bond issuances vary by
the maturity of the debt, but is not expected to exceed 0.875 percent of
the principal amount, and issuance fees in total are not expected to
exceed 1.0 percent of the principal amount.
5APPLICATION OF ROCKY MOUNTAIN POWER
Unsecured Debt Securities: Unsecured debt securities will be
subordinated to the Company's First Mortgage Bonds. These securities
may be issued in one or more separate series or in a single series and
placed publicly or privately in the domestic or foreign markets.
Principal amount, maturity, interest rate and redemption terms are fixed
at the time of sale.
Compensation to the agents varies by the maturity of each
tranche ofsecurities issued, but is not expected to exceed one percent of
the principal amount of securities placed.
Floating-Rate Debt: Floating-rate debt is a security with variable
coupon rates that reset periodically, such as daily, weekly, monthly,
quarterly, semi-annually or annually, at the option of the Company.
Common indices used for pricing floating-rate debt could be based upon
U.S. Dollar LIBOR (Eurodollar rates) or successor benchmark rates,
federal funds rates or U.S. Treasury rates.
Refunding provisions for floating-rate debt vary from
transaction to transaction depending upon the structure of the
agreement. Should the Company subsequently fix the interest rate
through an interest rate swap or cap, the cost of refunding would include
the cost of unwinding the swap or cap.
Floating-rate debt could be more advantageous than fixed-rate
debt. First, it can provide the Company with an occasional source of
long-term funding at attractive rates compared to the fixed-rate market.
II
III.
6APPLICATION OF ROCKY MOUNTAIN POWER
Second, it allows the Company access to the short end of the yield curve
when short-term rates are attractive. Should rates begin to increase, the
Company could execute an interest rate swap or cap to secure a fixed
rate.
The fees associated with a floating-rate debt arrangement are not
expected to exceed one percent ofthe principal amount ofthe debt.
Credit Support Arrangements :
In addition, the Company may find it advantageous to enter into letter of credit
arrangements with one or more banks or such other agreements or
arrangements as may be necessary or appropriate, from time to time, to
provide additional credit support for the payment of the principal of, the
interest on and the premium, of the Debt. Such credit support arrangements
could result in a lower all-in cost of debt.
A description of the method of issuance and sale or procedure by which any obligation
as guarantor will be assumed:
The Company proposes to issue the Debt from time to time in either public offerings
or private placements, domestically or overseas, for cash or in exchange for its
outstanding securities. The financialmarkets have become increasingly global and, as
such, foreign sources of capital compete directly with domestic sources for investment
opportunities. The Company anticipates that issuances will be primarily fixed-rate First
Mortgage Bonds, but it is requesting authority for a variety of borrowing options in
order to provide the financial flexibility to pursue the most attractive markets at the
time of issuance and to produce the most competitive cost for the Company.
(e)
7APPLICATION OF ROCKY MOUNTAIN POWER
Underwriters or placement agents will be selected after negotiations with a group of
potential candidates. The firm or firms selected to lead an offering under this authority
will be determined by the Company's assessment of their ability to assist the Company
in meeting its objective of having the lowest total cost for the Debt to be issued. This
assessment is based upon the level of underwriting or placement fees, their knowledge
of the Company and its varied operations, the Company's parent company and its
affiliates, and their ability to market the Debt to achieve the Company's financing and
capital structure objectives.
(0 (r) (i)The name and address of any person receivins a fee (other than a fee for
technical services) for neeotiating. issuing. or selling the securities or for
securing an underwriter. sellers. or purchasers of securities except as related to
a competitive bid:
(ii)
Other than for technical services, the only fees payable by the Company will be
fees and expenses to the underwriters and agents. The Company may also incur
an annual fee for credit support which is not expected to exceed one percent on
the principal amount of the Debt.
The fee amount:
Subject to final negotiations, the fee is not expected to exceed 3.0 percent ofthe
aggregate principal amount of the Debt if the Debt is issued overseas.If issued
domestically, the fee is not expected to exceed 1.0 percent of the aggregate
principal amount of the Debt. The level of the fee is only one factor in
determining the overall cost of the Debt to be issued and, as such, is not the sole
basis of the financing decision.
(iii) The facts showing the reason for and reasonableness of the fee:
The aforementioned compensation levels to the agents or underwriters are
8APPLICATION OF ROCKY MOUNTAIN POWER
consistent with the usual and customary fees prevailing currently in the market.
These fees are reasonable given the services provided by the agents or
underwriters. The agents and the underwriters will be familiar with the
Company, its parent company and affiliates and their long-term financing
needs. They will be available for consultation on these matters and will assist
the Company in evaluating market conditions and in formulating the exact
terms of the transactions. See subsection (f) supra.
(g) The pumoses of the issuance:
The purposes for which the Debt is proposed to be issued in this matter are: (1) the
acquisition of property; (2) the construction, completion, extension or improvement of
utility facilities; (3) the improvement of service; (4) the discharge or lawful refunding
of obligations which were incurred for utility purposes; or (5) the reimbursement of the
Company's treasury for funds used for the foregoing purposes.
The Company keeps its accounts in a manner which enables the Commission
to ascertain the amount of money expended and the purposes for which the
expenditures were made. If the funds to be reimbursed were used for the discharge or
refunding of obligations, those obligations or their precedents were originally incurred
in furtherance of the utility purposes listed above.
To the extent that the funds to be reimbursed were used for the discharge or
refunding of obligations, those obligations or their precedents were originally incurred
in furtherance of utility purposes (l), (2), and (3) supra.
The results of the offerings are estimated to be:
9APPLICATION OF ROCKY MOLINTAIN POWER
ESTIMATED RESULTS OF THE OFFERING (')
Gross Proceeds
Less: Agentsfunderwriters
Compensation (l)
Proceeds Payable to Company
Total
$ 2,000,000,000
Percent of Total
100.000%
Less: Other Issuance Expenses
Net Proceeds
$ 1,982,500,000
2.s00.000
$l-980J00J00 _99-09M
(l) Assumes the issuance of 30 year first mortgage bonds.
Other Issuance Expenses
Regulatory agency fees $ 1,000
SEC fees 231,745
Company counsel fees 365,000
Accounting fees 280,000
Printing and engraving fees 75,000
Rating agency fees 1,250,000
Trustee/Indenture fees 150,000
Miscellaneous expenses 147,255
TOrAL $___2500J00
(h) Statement that applications for authoritv to finance are required to be filed with state
sovernments:
In addition to this Application, the Company is filing an application with the Oregon
Public Utility Commission and a notice to the Washinglon Utilities and Transportation
Commission in connection with each issuance pursuant to Washington law. The
California Public Utilities Commission, the Utah Public Service Commission, and the
17.500.000 0.87s%
99.125%
0.125%
APPLICATION OF ROCKY MOUNTATN POWER 10
Wyoming Public Service Commission have exempted the Company from their
respective securities statutes.
(i) A statement of the facts relied upon to show that the issuance is appropriate:
As a public utility, the Company is expected to acquire, construct, improve and
maintain sufficient utility facilities to serve its customers adequately and reliably at
reasonable cost. The proposed issuances ofthe Debt are part ofa program to finance
the Company's facilities, taking into consideration prudent capital ratios, earnings
coverage tests, market uncertainties and the relative merits of the various types of
securities the Company could sell or other financing it could arrange.
Accordingly, the proposed issuances: (l) are for lawful objects within the
corporate purposes of the Company; (2) are compatible with the public interest; (3) are
necessary or appropriate for or consistent with the proper performance by the Company
of its service as a public utility; (a) will not impair its ability to perform that service;
and (5) are reasonably necessary or appropriate for these purposes.
0) Statement. as of the date of the balance sheet submitted with this application. showing
for each class and series of capital stock: brief description: the amount authorized (face
value and number of shares): the amount outstanding (exclusive of any amount held in
the treasury). held amount as reacquired securities: amount pledged by the Company:
amount owned by affiliated interests. and amount held in any fund.
The capital stock as of June 30,2018 is as follows:
Outstanding Stated
Shares Amount
Cumulative Preferred Stock:
Serial Preferred, $100 stated value
(3,500,000 shares authorized)
6.00% Series
7.00% Series
5,930
18,046
$593,000
$1,804,600
APPLICATION OF ROCKY MOTINTAIN POWER 1l
57o Preferred, $100 stated value
(126,5 53 share s authorized)
No Par Serial Preferred
(l 6,000,000 shares authorized)
Total Preferred Stock 23,976 92,397,600
Common Stock*:
No Par Value
(75 0,000,000 shares authorized)357,060,915
*All shares of outstanding common stock are owned by PPll Holdings LLC, a wholly owned subsidiary oJ
B er ks hir e H at haw ay Ener gt C ompany.
APPLICATION OF ROCKY MOI.INTAIN POWER t2
(k) Statement. as of the date of the balance sheet submitted with this application. showing
for each class and series of lone-term debt or notes: brief description (amount. interest rate and
maturitv): amount authorized: amount outstanding (exclusive of any amount held in the
treasury): amount held as reacquired securities: amount pledeed by the Company: amount held
bv affrliated interest: and amount in sinkins and other funds.
The long-term debt as of June 30,2018 is as follows:
Long-Term Debt - 6/30/2018:
First Mortgage Bonds:
5.65% Series due 201.8
5.50% Series due 2019
3.85% Series due 2021
2.95% Series due 2022
2.95% Series due 2022
2.95% Series due 2023
3.@% Series due 2024
3.35% Series due 2025
7.70% Series due 2031
5.90% Series due 2034
5.25% Series due 2035
6.10% Series due 2036
5.75% Series due 2037
6.25% Series due 2037
6.35% Series due 2038
6.00% Series due 2039
4.10% Series due 2042
Authorlzed
Amount
ssm,mo,0m
s3s0,000,000
s4m,m0,000
s3s0,000,000
s1m,m0,000
s300,m0,000
s42s,000,000
s2so,m0,ooo
s3m,000,000
s200,000,000
s300,000,000
s3s0,m0,000
s6m,m0,000
s5m,m0,000
s3m,m0,0m
s6s0,m0,000
s3m,000,000
s$,m0,000
Ss,mo,ooo
Ss,mo,ooo
sa,mo,om
s$,m0,(m
s&m0,000
s1zmo,ooo
sso,ooo,om
Src,mo,ooo
ss1m0,0o0
ss,000,000
s4,m0,000
s3&ooo,ooo
s$,m0,000
s30,000,000
szmo,om
s2000,0m
s48,m0,000
Principal
Outstanding
ss00,m0,000
s3s0,m0,000
s400,m0,000
s3s0,000,0m
sm0,m0,000
s300,m0,0m
s42s,m0,000
S2so,mo,ooo
s300,m0,0m
s200,m0,000
s300,m0,000
s3s0,m0,0m
s600,m0,0m
s600,m0,0m
s300,m0,000
s6s0,000,000
s300,m0,000
s1s,m0,000
ss,m0,000
Ss,ooo,ooo
s4,000,000
s1s,o00,ooo
s&m0,000
su,m0,000
ss0,000,000
s10,m0,000
Ssl,ooo,ooo
ss,000,000
s4,m0,000
s3&ooo,ooo
s1s,m0,000
s30 000,000
s2,000,000
s7,000,000
s48,m0,0m
Net Book
Value (1)
ss00,000,000
Svg,aaa,ztt
5399,789,200
53r';9,892,2@
itfi,029,o77
s299,ss3,7r9
s424,855,500
5249,776,W
s299,616,000
5t99,6t2,928
s299,391,000
5349,312,231
Ss99,984,975
Ss99,s18,7so
s298,886,000
iils,763,2@
$299,226,8s0
s1s,000,000
ss,000,000
ss,000,000
g,om,mo
Sls,ooo,mo
s8,000,000
s12,000,000
sso,m0,000
s10,000,000
ss1,000,000
ss,000,000
Y,oL2,4s8
s38,000,000
s1s,000,0m
s30,000,000
s2,om,mo
s7,000,m0
s48,0m,m0
lssuance Maturity
Date Date
07h7l08
or/081c9
6/!2/tt
oLl6/12
03/ffilt2
ffil06/73
03/13174
05/19/ts
LLl21l07
w24lu
06/0810s
@/7ol05
031t4/07
t0/03/07
07/17/08
otl08/@
0u06lt2
L2h6/91
L2137/91
0t/08192
oL/@/92
@lt8/92
w/@/e2
El7!s2
@lt!s2
@/14/s2
tol!s/92
0u20/e3
0L129/e3
07122/93
08,l76193
08/76193
@lL4l93
@/L4le3
70/26193
07ltslt8
orlts/79
06/Lsl27
0210t/22
02/oL/22
06loLl23
ulotl24
07/oy2s
tuLs/31
08/tsl34
06lrsl3s
oslot/36
uloLl37
70/Ls/37
07lLsl38
outsl39
02/0L142
8.53% MIN Series C due 2021
8.375% N4TN Series C due 2021
8.26% MIN Series C due 2022
8.27%l{ilN Series C due 2022
8.05% MfN Series E due 2022
8.07% NITN Series E due 2022
8.11% MIN Series E due 2022
8.12% MTN Series E due 2022
8.05% MTN Series E due 2022
8.08% MIN Series E due 2022
8.23% MTN Series E due 2023
8.23% IVIIN Series E due 2023
7.26%MllN Series F due 2023
7.23%VilN Series F due 2023
7.24o/ol]{[fN Series F due 2023
6.72%MlN Series F due 2023
6.75% MTN Series F due 2023
6.75% MTN Series F due 2023
L2lL6/2t
L2/3t/27
07/07122
oLlLo/22
09101122
@/@/22
@l@/22
lslG/22
oslL4122
LolL4/22
0t/20/23
o!2o123
07/2t/23
081t6/23
081L6123
09/14123
@/L4/23
10/26123
6.71% MTN Series G due 2026
Total First Mortgage Bonds
APPLICATION OF ROCKY MOUNTATN POWER
s100,000,000 s1m,m0,0m s100,0m,000 07/23/96 otl1sl26
s6,699,000,000 s6,689,086,423
13
Long-Term Debt (cont) - 613012013:,
Pollution Control Revenue Bonds:
Conve rse County, Wyoming
Variable % Series 1992due2O2O
Variable % Series t99ldue 2O24
Variable % Series 1995 due 2025
Sweetwater County, WVomi ng
Variable % Series 19924 due 2020
Variable % Series 19928 due 2020
Variable % Series l99l.due 2024
Variable % Series 1995 due 2025
Lincoln County, Wyoming
Variable % Series 1994 due 2024
Variable % Series 1995 due 2025
Emery County, Utah
Exhibit
A-l
Incorporated by
reference to:
Case Exhibit
PAC-E- A
02-4
A-2 PAC-E- A-2
07-02
Description
Third Restated Articles of Incorporation
November 20, 1996, as amended
November 29,1999
Bylaws, as amended effective lday 23,2005
6130178
I nte res t
Bile1zi
7.989%
r.ggt%
L.9t4%
L,E94%
l.*)70/o
2.Ut%
2.432%
2.@2%
7.995%
s2248s,000
s&190,000
ss,3m,mo
s9,33s,000
SG,3os,ooo
s21,260,m0
s244o0,m0
s1s,060,m0
s22,mo,mo
s22,485,m0
s&19o,mo
ss,300,000
s9,33s,000
56,3os,mo
52t,2ffi,W
S24,4oo,ooo
s1s,060,000
s22,000,m0
@/29192
tu77/94
7LlL7/9s
09/29/92
09/29192
LtltT/94
r2lL4l9s
L2/O1120
tt/o!24
Lt/01/2s
72101/20
72101/20
tL/otl24
LLllLl2s
Authorized
Amount
Principal
Outstanding
Net Book
Value (1)
Sz2,4Bs,w
s&190,000
ss,300,000
59,33s,ooo
s6,30s,000
52L,2@,W
s24,m,W
lssuance
Date
Maturity
Date
s1s,060,000
s22,000,0m
tLlt7/94
tutT/ss
t!0t/24
Lrlotl2s
%seriesL99tdue2024 2.357% s121,940,000 5L2L,9m,000 s121,s4o,000 rLl77l94 rlotlz4
Total Pollution Control Revenue Bonds 52s6,27s,W 5256,27s,W
Total Long-Term Debt - 6/30/2018 (3)$6,955,275,m0 s5,941361,423
(1) Net of unamortized discounvpremium
(2) All-i n variable interest rate at 5/30/18, including credit enhancement costs, if any.
(3) ln July 2018, PacifiCorp issued 5600 million ofits 4.125% First Mortgage Bonds due
lanuary 2049. The net proceeds were used to fund capital expenditures and for
genera I corporate purpos es, i ncl udi ng the repayment at maturi ty of S500 mi I I i on of
its 5.55% First Mortgage Bonds due July 15, 2018.
(m) Any other applicable exhibits:
The following exhibits are made a part of this Application:
effective
effective
B
C
D
E
Resolutions of the Board of Directors authorizing the
proposed issuances
Balance Sheet, actual and pro forma, dated June 30,2018
Income Statement, actual and pro forma, for the 12
months ended June 30, 2018
SEC Registration Statement on Form S-3
t4APPLICATION OF ROCKY MOLINTAIN POWER
F Public invitation for proposal to purchase or underwrite
the proposed issuance CNot applicable.)
Copies of each proposal received for a negotiated
placement of the offering, a summary tabulation, a list of
prospective underwriters from whom no proposal was
received, and a justification of the accepted underwriting
proposal (Nqlepplileble)
Source and Uses of Treasury Funds, actual and pro forma,
dated June 30,2018
A statement of the bond indenture or other limitations on
interest and dividend coverage, and the effects of those
limitations on this issuance
G
H
I
J**
K**
Prospectus
Underwriting Agreement or Agency Agreement
** Exhibit or supplement to the Exhibit is to be filed as soon as available.
APPLICATION OF ROCKY MOUNTAIN POWER l5
Rocky Mountain Power believes that a technical hearing is not necessary to consider
the issues presented herein and respectfully requests that this Application be processed under
Modified Procedure, i.e., by written submissions rather than by hearing, in accordance with
RP 201 et seq.
WHEREFORE, Rocky Mountain Power respectfully requests that the Commission
enter its order in this matter, effective upon issuance, authorizing Rocky Mountain Power
to issue and sell or exchange, in one or more public offerings or private placements, fixed or
floating rate Debt in the aggregate principal amount of not more than $2,000,000,000 or, if the
Debt is issued at an original issue discount, such greater amount as shall result in an aggregate
offering price of not more than $2,000,000,000, and enter into letter of credit arrangements
with one or more banks or such other agreements or arrangements as may be necessary or
appropriate, from time to time, to provide additional credit support for the payment of the
principal of, the interest on, and the premium (if any), on the Debt. The Company requests that
such authority remain in effect until September 30, 2023, so long as the Company maintains a
BBB- or higher senior secured debt rating, as indicated by Standard & Poor's Rating Services,
and a Baa3 or higher senior secured debt rating, as indicated by Moody's Investors Service,
Inc. The Company agrees to continue to file with the Commission, on a quarterly basis, debt
reports including any Debt authorized by the requested order and, to the extent not otherwise
an obligation of the Company pursuant to Commitment I20 approved by Order No. 29998 in
Case No. PAC-E-05-08, all credit rating agency reports related to the Company issued during
the quarter.
APPLICATION OF ROCKY MOUNTAIN POWER t6
Dated this 23'd day of October, 2018.
PACIFICORP, doing business as ROCKY
MOUNTAIN POWER
By \
Daniel E. Solander
Attorney for PacifiCorp
APPLTCATION OF ROCKY MOT.'NTAIN POWER t7
VERIFICATION
I, Nikki L. Kobliha, declare, under penalty of perjury, that I am the duly appointed
Vice President, CFO and Treasurer of PacifiCorp and am authorized to make this
verification. The application and the attached exhibits were prepared at my direction and
were read by me. I know the contents of the application and the attached exhibits, and they
are true, correct, and complete of my own knowledge except those matters stated on
information or belief which I believe to be true.
WITNESS my hand and the seal of PacifiCorp on this 22"d day of October, 201 8.
Nikki L. Kobliha
(Seal)
TINAI\IMOUS WRITTEN CONSENT
OF TIIE BOARD OF DIRECTORS
OF PACIflCORP
Resolution No. 2018-004
Ptusuant to ORS $60.341, the undersigned, constituting all of the current directors of
PacifiCorp, an Oregon corporation (the "Compffiy"), hereby adopt aud consent to the
following resolutions as of August 14, 2018:
I.
tr.
201&004_ PrcitrCdp Boud Rcsolutim
13989ffO3.2
II
I of3
tr tr E
[. First Mortgage, and Collateral Trust Bonds - Renewal of Authori=ation
WHEREAS, the Board of Directors of PacifiCorp (the "Company'), by
resolutions adopted as of May 22,2018, and as of July 10, 2018 (together, the
"Prior Resolutions"), authorized the issuance and sale or exchange by the
Company from time to time of up to $2,000,000,0(X) (or the equivalent thereof
at the time of issuance in foreiggx currencies) in aggregate principal amount of
one or more new series of its First Mortgage and Collateral Trust Bonds, to be
issued rmder and secured by the Company's Mortgage and Deed of Trust dated
as of January 9, 1989 to the hustee thereunder (the "Trustee"), as heretofore
amended and supplemented and as it may be firther amended and
supplemented (the "PacifiCorp Mortgage"); and
WHEREAS, the Company issued an arnount of such securities in July 2018,
and it is now desirable to provide for the issuance of additional bonds and
restate the unused authority of the Prior Resolutions; now, therefore, be it
RESOLVED, that the Board of Directors of the Company hereby authorizes
the issuance and sale or exchange by the Company, from time to time, ofup to
$2,000,000,000 (or the equivalent thereof at the time of issuance in foreigp
currencies) in agpregate principal amount of one ormore new series of its First
Mortgage and Collateral Tnrst Bonds (the "Bonds"), to be issued uoder and
secured by the PacifiCorp Mortgage; and firther
RESOLVED, that except as set forth in the resolution above, all other
provisions of the Prior Resolutions are, and shall remain, in fulI force and
effect.
2018-qX_ PacitrCtrp Bord Rcsoft*io
139890603.2 2 of3
IV. General Authorizatton
RESOLVED, that the offrcers and the Board of the Company be, and hereby
are, authorized, empowered and directed, in the name and on behalf of the
Cornpany, to make all such arangements, to take all such further action, to
cause to be prepared and filed any documents, to make all expenditues and
incur all expenses and to execute and deliver, in the name of and on behalf of
the Company, any agreements, instruments, certificates and documents
(including without limiation officers' certificates) as they may deem
necessary, appropriate or advisable in order to fully effectuate the purpose of
each and all of the foregoing resolutions, and the execution by such officers
of any such agreement, instrument, document or certificate or the payment of
any such expenditures or expenses or the doing by them of any act in
connection with the foregoing matters shall conclusively establish their
authority therefor from the Company and the approval and ratification by the
Company of the agreement, instrument, document or certificate so executed,
the expenses or expenditures so paid and the action so taken; and be it further
RESOLVED, that any and all actions heretofore taken by the offrcers or the
Board of the Company in connection with the matters contemplated by the
foregoing resolutions, including without limitation the actions and matters
authorized herein and all related documents, instruments and agreements, be,
and hereby are, approved, confirmed and ratified in all respects.
ttop*ll^Lffi Patrick J. Goodman
Stefan A. Bird Cindy A. Crane
Natalie L. Hocken Nikki L. Kobliha
2018-fiX_ PacifiCoep Boord Resolution
r39890603.2 3 of3
lV. General Authorizotion
RESOLVED, thal the officers and the Board of the Company be, and hereby
are, authorized, empowered and directed, in the name and on behalf of the
Company, to make all such arrangements, to take all such f'urther action, to
cause to be prepared and filed any documents, to make all expenditures and
incur all expenses and to execute and deliver, in the name of and on behalf of
the CompanY, my agreements, instruments, certificates and documents
(including without limitation officers' certificates) as they may deem
necessary, appropriate or advisable in order to fully effectuate the purpose of
each and all of the foregoing resolutions. and the execution by such officers of
any such agreement, instrument, document or certificate or the payment of any
such expenditures or expenses or the doing by them ofany act in connection
with the foregoing matters shall conclusively establish their authority therefor
from the Company and the approval and ratification by the Company of the
agreement, instrument, document or certificate so executed, the expenses or
expenditures so paid and the action so taken; and be it further
RESOLVED, that any and all actions heretofore taken by the officers or the
Board of the Company in connection with the matters contemplated by the
fbregoing resolutions, including without limitation the actions and matters
authorized herein and all related documents, inshuments and agreenrents, be,
and hereby are, approved, confirmed and ratified in all respects.
William J. Fehnnan Patrick J. Goodman
Stefan A. Bird Cindy A. Crane
Natalie L. Hocken Nikki L. Kobliha
201 8{0{_ Pacifi Corp Boud Rcsolutkrn
r 39890603.2 3 of3
ry. General Authorization
RESOLVED, that the officers and the Board of the Company be, and hereby
are, authorized, empowered and directed, in the name and on behalf of the
Company, to make all such arrangements, to take all such further action, to
cause to be prepared and filed any documents, to make all expenditures and
incur all expenses and to execute and deliver, in the name of and on behalf of
the Company, any agreements, instruments, certificates and documents
(including without limitation officers' certificates) as they may deern
necessary, appropriate or advisable in order to fully effectuate the purpose of
each and all of the foregoing resolutions, and the execution by such offrcers of
any such agreement, instrument, document or certificate or the payment of any
such expenditures or expenses or the doing by thcm ofany act in connection
with the foregoing maffers shall conclusively establish their authority therefor
from the Company and the approval and ratification by the Company of the
agreement, instrument, document or cenificate so executed, the expenses or
expenditures so paid and the action so taken; and be it further
RESOLVED, that any and all actions hEretofore taken by the officers or the
Board of the Company in connection with the matters contemplated by the
foregoing resolutions, including without limitation the actions and matters
authorized herein and all related documents, instruments and agreements, be,
and hereby are, approved, confirmed and ratified in all respects.
William J. Fehrman Patrick J. Goodman
Stefan Cindy A. Crane
Natalie L. Hocken Nikki L. Kobliha
201 8-0O{- PrcifiCorp Boud Rcsolutior.docx
t39890603.2 3 of3
IV. Gerwral A*horization
RESOLVED, that the officers and thc Board of the Company be, and hereby
are, authorized, empowered and directe4 in the nasre and on bchalf of thc
Compaoy, to make all such arrangemcnts, to take all such further action, to
cause to be prcpared and filed my documents, to malce dl orpenditures and
incur all expenses and !o a(ecute and deliver, in the name of and on behalf of
the Company, ffiy agre€ments, instunreots, ccrtificatcs and doctrments
(including without limitation officers' certificates) as they may deem
necessary, appropriate or advisable in order to fully cffectuate the purpose of
each and all of the foregoing resolutions, and the execution by zuch officers of
any such agrcement, instnrment, document or certificate or the payment of any
such expenditures or expenses or the doing by them of any act in connection
with the foregoing matters shsll conclusively establish their authority therefor
from the Company and the approval and ratification by the Company of the
agreement" insrument, document or certificate so execute4 thc expenses or
expendifires so paid and the action so taken; and be it firther
RESOLVED, that any and all actions herttofore taken by the officers or the
Board of the Company in connection with the matters contemplat€d by the
foregoing resolutions, including without limitation the actions and mattcrs
authorizcd hcrcin and all rclatcd documents, instnrments and agreements, be,
and her,eby are, approved, confinned and ratified in all respects.
Willianr J. Fehrman Patrick Goodman
Stefan A. Bird
Natalie L. Hocken
201 t40a_ hcifiCcp Bord Rlloltriodoct(
r39t90603.2
Nikki L. Kobliha
A.
3of3
[V. General Autlorization
RESOLVED, that the offrcers and the Board of the Company be, and hereby
are, atrthorizod, empowered and dircc'te4 in the naure and on bchalf of thc
Company, to makc all such arrangements, to take all such further actioq to
caus€ tro bc prepared and fild any documents, to make dl expenditures and
incur all expemes and to executo and deliver, in the name of and on bcbalf of
the Compony, &y agreemcrrts, instrurrcnts, ccrtificates and documents
(inclding without limitation officcrs' certificatcs) as they may deein
neoessaq/, appropriate or advisable in ordcr to fully effectuate the purpose of
each and all of the foregoing resolutions, and the cxscution by such officcn of
any such agccmcnt, instrumcnt, document or ccrtificate or the paynent of any
such expcnditures or expenses or th doing by them of aay act in conncction
with the foregoing matters shall conclusively establish thcir authority therefor
from the Company and the approval and ratification by the Company of the
agreemetrt, insh.uncnt, document or cetificate so executed, the expenses or
expenditures so paid and the action so taken; aod be it further
RESOLVED, that any and all actions heretofore taken by the officcrs or the
Board of the Company in connection with the rnattsrs conteiuplated by the
foregoing rcsolutions, including without limitation the actions and malters
authorizcd tr€rEin and all related documents, instruments and agreements, be,
and hereby are, approved, confirmed and ratified in all rcspects.
William J. Fehrman Patrick J. Goodman
SteftnA. Bird Cindy A. Crane
Nikki L. Kobliha
2018{01_ PrafiCorp Bord Raoluthn
139t906012 3of3
ry. Gercral A*lorimtion
RESOLVED, that the offrccrs and the Board of the Company be, and hereby
are, authorizod, empowersd and directed, in the namc and on bchalf of the
Company, to makc all such arrange, cnts, lo take all such fiurther action, to
cause to be prrepared and filed any documents, to make all orpenditures ard
incur all expcnses and to executc and deliver, in the name of and on behalf of
the Company, &y agreernents, insEurrcnts, certificates and documents
(including without limitation officem' certificeles) as they may deem
necessary, apprcpriatc or advisable in order to fully efrecf,rrate the purposc of
each and all of the forrgotng resolutions, and the cxecution by such officers of
any such agreemcnf instrument, document or certificate or the palmnent of any
such expclrdiures or expenses or the doing by thern of any act in connection
with thc foregoing matters shall conchxivcly cstablistl thcir authority therefor
from the Company and the approval and ratification by the Company of the
agr€e[rert, instrument, document or certificate so cxocute4 thc expenses or
expenditures so paid and the action so taken; and be it firther
RESOLVED, that any and all actions herctoforc taken by the officers or the
Boad of the Company in connection with the matters contemplated by thc
foregoing resolutions, including without limitation the actions and mattcrs
authorizod hercin and all related documents, instnrmcnts and agreements, be,
and hereby arc, approved, corfirmod and rstified in all respects.
William J. Fehrman Patrisk J. Goodman
Stefan A. Btud Cindy A. Crane
4
Natalie L. Hocken
201&{XX- P.EifiCory Band Rrtoltrito
l39Am6{I}2
L. Kobliha
3 of3
PacifiGorp
Pro Forma for l) $600.0 million of Long-term Debt issued in July 2018 and
2) $Z.O billion of future Long-term Debt issuances.
Pro Forma Journal Entrles for the 12 Months Ended June 30, 2018:
Cash 131 93,006,000.00
Unamortized Discount on Long-Term Debt 226 1,344,000.00
Unamortized Debt Expense 181 5,650,000,00Bonds 221 100,000,000.00
tel proceeds ftom new $C(N.0 mllllon long-term dabt lsauanco ln July 20rg (1.12!t% FlfB Seles due January 2019) us6d ,n
paA for rqaynent at matuw of the 5.65% FilE Sorres dua July 15, 201E (85(N.0 mllllon), Thts new long.iEm doDt se/res
rvas lssued uader the cur7.€,tt lon*tenn (ic,bt authorlzailon granted ln Case IVo, PACE-1IU)5.
lnterest on Long-Term Debt 427 1216Cash 131
lnterest on $@0.0 millton bond Esuance (1.125% FilB Ssries due January 2Ug)
24,750,000.00
24,750,000.00
Amortization of Debt Expense 4281216 229,311.47
Unamortized Discount on Long-Term Debt 226
Unamortized Debt Expense '18'1
Amorilzatlon of debt oxpense on $6(N.0 mlllton bond lssuancc (1.125% FNB Sertes due January 2010)
Caeh 131 28,250,000.00
lnterest on Long-Term Debt 427 12'16
Reduccd lnterest ftom maturlng $500.0 mtllton bond (5.C5% FtB Scrros tcpraced by July il)18 lssuance)
44,065.57
185,245.90
28,250,000.00
Cash
Unamortized Debt Expense
Bonds
Procecds of lssutng $2.0 blllion in long'ltarm debt
lnterest on Long-Term Debt
Cash
tnteraston $2.0 bllllon bond lssuancc
Amortization of Debt Expense
Unamortized Debt Expense
Amotdzadon ol debt expe,,se for new lssuance
427 I 216
131
428 I 216
181
1 ,980,000,000.00
20,000,000.00
82,500,000.00
666,666.67
2,000,000,000.00
1,413,125,000.00
82,500,000.00
666,666.67
62,766,485.00
131
181
221
Bonds 22'l 1,413,125,000.00Cash 131
Proceeds of bond tssuance used to flnance tong.term debt matudtles (for scheduled maturltlas after 7/15/18
through 12n1n2)
Cash 131 62,766,485.00
lnterest on Long-Term Debt 427 1216
Reduccd lntenstfrcm maturlng bonds (schcclulcd matudiles allorlnifii through l2n1n2)
I of2
PacifiCorp
Pro Forma for {) $600.0 million of Long-term Debt issued ln July 20{8 and
2l $Z.O billion of future Long-term Debt lssuances.
Pro Forma Journal Entrles for the l2 Months Ended June 30, 2018:
Construclion Work ln Progress 107 643,647,485.00Cash 131 643,647,485.00
Remalntng proceeds of boadlssuances usedto ftnance addldonal capltal spendlng
Construction Work ln Progress
AFUDC - bonowed funds
Capltatlzed lntercst ftom lncr"€,sed CW P
lncome Taxes - Federal
lncome Taxes - State
Taxes Accrued
Nat tax eflgct of above lntorast oxpense amounts
'l07
432 I 216
409 I 216
409 I 216
236
26,550,458.76
1,888,583,29
427,711.U
26,550,458.76
2,316,295.13
Pro Forma Assumptlons:
1) Proceeds of long-term debt issuance used to replace maturing long-term debt and finance
capital expenditures.
2) Assumed a 30 year term at 4.125o/o interest rate with 1.0olo issuance costs for the $2.0 billion pro forma
long-term debt issuance.
3) For purposes of pro forma statements, the rate for the pro forma long-term debt issuance used to finance
new capital spending is assumed as the allowance for borrowed funds used during construction rate.
4) Scheduled long-term debt maturities through 12131122:
Annual lnterest
Maturity 12-Mo Ended
Amounl Rate Date June 30. 2018
S500,000,000 5.6500/6 O7t15t'tB $28,250,000
350,000,000 5.5000/o 01/15/19 $19,250,000
9,335.000 Varieble 121012.0 514/',872'
22,485,@0 Variabb 12n1n0 $343,610'
6,305,000 Varlable IAUaO $96,853'
400,000,000 3.850% o6n5n1 $15,400,000
15,000,000 8.530% 1u16t21 $1,279,500
5,000,000 8.375o/o l213112'l S418,750
5,000,000 8.260% 01n7n2 $413,000
4,000,000 8.2700/. 01t10t'22 $330,800
450,000,000 2.9500/0 0u01122 $13,275,000
15,000,000 8.0500/6 Og'Oltzz $1,207,500
8,000,000 8.070% 09n9n2 $645,600
50,000,000 8.1200/o o9n9t22 $4,060,000
12,000,000 8.11006 09n9n2 $973,200
10,000,000 8.050% 0u14n2 $805,000
51,000,000 8.080% 10t14t22 s4,120,800
$1.913,125,000 $91,016,485
'annual interest expense for this period is an estimate for this variable-rate PCRB obligstion - uses the
'12-Mo ended 12131117 interest amounts disclosed ror each of these bond series in the Company's
2017 FERC Form-l, page257.2, column(i).
5) Effective federal income tax rate of 20.04667o and effective state tax rale of 4.544o/o.
2 of2
ASSETS AND OTHER DEBITS TOTAL CORPORATION PROPOSED FINANCING TOTAL PROFORIUA
UTILITY PI.ANT
JrLrrY PTANT (101-106. 114)28.086.030.848.1 0 28.086.630.848.1 0
STRUCTION WORK IN PROGRESS. ELECTRIC (107)786.990.599.24 670.197.943.76 1,457.188.543.00
TOTAL UTILITY PI.ANT 2A.A73.621.117.31 570.197.943.76 29.543.819.391.1 0
ACCUM PROV FOR DEPRECIATION. AMORTIZATION. DEPLETION CR 10.568.650.81 3.51 10.568.650.81 3.51
UTILITY PLANT. NET 1 8.304.970.633.83 670. t97.943.7r 18,975.168.577.59
NONUTILITY PROPERW ANO INVESTMENTS
NONUTILTY PROPERTY (1 21)13.722.512.80 13.722.312.60
ACCUM PROV FOR DEPR/AMORT OF NONUTILITY PROP (122)CR 3,094,552.73 3.094.552.73
INVESTMENT IN ACCOCIATED COMPANIES (123)6S.928.3't 69.928.31
INVESTMENT IN SUBSIDIARY COMPANIES (123.1)175.845.102.30 '175,845.102.30
)THER INVESTMENTS (124I 98.31 8.192.51 98,31 8,1 92.51
)THER SPECIAL FUNDS (128)19.076.223.34 19,076,223.34
.ONG.TERM PORTION OF OERIVATME INSTRUMENTASSETS (175)'1.399.953.00 1,399,S53.00
TOTAL NONUTIL]TY PROPERTY & INVESTMENTS 305,337,359.33 305.337.359.33
CURRENT AND ACCRUED ASSETS
cAsH (131)12.247.495.16 0.00 12.247,495.18
SPECtAL DEPOSTTS (1 32-134)81.234.00 61,234.00
WORKING FUNDS (135)0.00 0.00
TEMPORARY CASH INVESTMENTS (136)48.431.28 /a.431.28
NOTES RECEIVABLE (141I 6.399.436.47 8.399..138..17
CUSTOMER ACCOUNTS RECEIVABLE 11.12)364.349.393.96 384.34S.3S3.96
OTHER ACCOUNTS RECEIVABLE (I43)53.245.322.49 53.245.322.49
ACCUMUI.ATED PROV FOR UNCOLLECTIBLE ACCOUNTS (144)CR (9.1r14.500.98 (9.144.500.98)
IOTES RECE]VABLE FROM ASSOCIATED COMPANIES (145)0.00 0.00
ACCOUNTS RECEMABLE FROM ASSOCIATEO COMPANIES (146)17.156.364.40 17.1 56.364.40
FUEL STOCK (151-152)205,82'1,664.23 205.821.804.23
MATERIALS AND SUPPLIES (T54-163)243,'.t72.409.91 243.172.409.91
PREPAYMENTS (185)il.0t14.615.51 84.044.E15.5'l
INTEREST AND DIVIDENDS RECEIVAELE (171)0.00 0.00
RENTS RECEMABLE (172)'t.168.237.23 't.188.237.?3
ACCRUEO UTILITY REVENUES (173)271.139.000.00 271.139.000.00
MISCELI.ANEOUS CURRENT AND ACCRUED ASSETS (174)0.00 0.00
CURRENT PORTION OF OERIVATIVE INSTRUMENTASSETS (175)7.629.031.00 7.629.031.00
LONG.TERM PORTION OF OERIVATIVE INSTRUMENTASSETS (175)(1.39S.953_00)(1.399.953.0r
DERMATIVE INSTRUMENT ASSETS . HEDGES (176}0.00 0.00
TOTAL CURRENT AND ACCRUED ASSETS 1.235.938.181.66 0.00 1.235.938.181.68
DEFERRED DEBITS
UNAMORTIZED DEBT EXPENSE (181)25,245.531.08 24.798.087.43 50.043.618.5'l
EXTRAOROINARY PROPERTY LOSSES (1 82, 1)0.00 0.00
UNRECOVERED PIANT AND REGUIITORY STUOY COSTS (182.2)0.00 0.00
)THER REGUIATORY ASSfiS (182.3}'t.063.979.945.10 1 .063.079.945.1 0
PRELIMINARY SURVEY & INVESTIGATION CHARGES (183)534.029_52 534,029.52
)LEARING ACCOUNTS (184)I 35,982.1 3 1 35,982.1 3
TEMPORARY FACILTfl ES (185)u,819.27 22.819.27
ISCELIANEOUS DEFERRED DEBITS (186)66,872,400.34 60.872.400.34
IESEARCH DEVELOPMENT DEMONSTRATION EXPENDITURES (188)0.00 0.00
JNAMORTIZED LOSS ON REACOUIREO OEBT (189)I,U7,332.23 4.847.332.23
ACCUMUI.ATED DEFERREO INCOME TAXES (190)E56,976,94r.20 856.976.961.20
TOTAL OEFERRED DEBITS 2.018.615.m0.87 24.758.087.43 2.043.413.088.30
TOTAL ASSETS AND OTHER DEBITS 21 .884.861.175.69 894.996.031.1S 22.559.857.206.88
EXHIBIT C
PACIFICORP
UNCONSOLIDAIED BALANCE SHEET
Jun.30, 2018
EXHIB]T C
PAGE 1 OF2
sEE PACIFICORPS 2017 FERC FORM NO. r AND 20lt/Q2 FERC FORM 3Q FOR THE NOTES TO THE m{ANCLAL STATEMENTS
EXHTBIT C
PACIFICORP
UNCOI{SOLIOATED BAI.ANCE SHEET
Jun.30, 3018
LIABILITIES AI{D OTHER CREDITS TOTAL CORPIORATIOiI PROPOSED FINANCING TOTAL PROFORI/iA
3.rt 17.945.896.24 3,417.945,E96.24
0.00 0.00
0.00 0.00
1.102 063.956 38 1.1 02.063.956.3E
0.00 0.00
41 't01.041 25 41.101.061.25
2.974.91 0.769.78 7.104.870.49 2,9A2.015,410.27
95.509.330 58 95.509.330.5E
0.00 0.00
( 14.91 8.080.(14.91E.0E0.50)
7,534,41 0,81 1.23 7.104.670.19 7 .541 .515 .481 .72
2,397,800.00 2.397.600.00
6.955.275.000.00 686.875.000.00 7,642,1 50,000.00
o00 0.00
0.00 0.00
0.00 0.00
41.535.13 41,535. r 3
9,955,1 r2.31 't.299.934.43 11.255.0{,8.74
6,U5.361.422.82 685.575.065.57 7.630.936.468.39
r4,4E2,169,E34.05 692.679.736.06 15.174.E49.570.1 1
17.48A.721.77 17 _186.72'.t.77
7,285,755.83 7.285.755.E3
1.1.525.721.66 14.525.721.68
149.O52.O72.92 149.052,072.E2
34.324.163.23 34.324.163.23
2,010,6r 1.75 2.0r0.81 1.75
31.997.792.1 1 31 _997.792.1 r
227,378,162.77 227.378,182.77
484.061 _022.04 0.00 1U,061,O22.U
108,000,000.00 108.000.000.00
396.263.769.63 396 263_769 63
0.00 0.00
135.852.060.60 136,852,050.00
4S,938,874.67 49.938.874.67
1'16.555.635.40 2.316_295.1 3 1 18,871,930.53
1 15,EE6,363.54 '115.888.363.54
40.475.49 40,475.49
0.00 0.00
0.00 0.00
19,618,594.09 19.61E.594.09
93.34'1.500.50 93,341,500.50
1 ,761,939.25 1.751.938.25
49.31 8.078. r 1 49,318,078.1 1
(31.997.792.1 1)(31.997.792.1 1)
0.00 0.00
1.055.579.499.17 2.316.295.13 1.057.895.794.30
34_139.385.65 34,139,585.65
14,246,504.19 14.248.504.19
1 97.433.560.30 1 97,433,560.30
2,1 81,360,053.74 2.1 81.360.053.74
0.00 0.00
183,513,099.48 1 63.51 3,099.48
2.954.940.456.49 2.954.940.456.49
277 .417.560.98 277.417,560.58
5.843_050.820.43 0.oo 5,E43,050,820.43
21.864 861.175.59 694,996,03 r.1 9 22.559.857.206.88
EXHIBIT C
PAGE 2 OF 2SEE PACIFICORFS 2OI7 FERC FORM NO. I AND 2OIE/Q2 FERC FORM 3.Q FOR THE NOTES TO THE FINANCIAL STATEMENTS
TOTAL CORPORATION PROPOSED FINANCING TOTAL PROFORMA
UTILITY OPERATING INCOME
OPERATING REVENUES 5.095.371.1 87.71 5.095.371.1 87.71
OPERATION AND MAINTENANCE EXPENSE
OPERATION 2.415.165.441.'.t4 2,415,165,{/.1.14
MAINTENANCE 404.257.670.68 404,257,670.68
TOTAL OPERATION AND MAINTENANCE EXPENSE 2.819.423.111.82 0.00 2.819.423,111.82
DEPRECIATION 770.882.981.42 770.882.981.42
AMORTIZATION 5.233.585.53 5.233.585.53
TAXES OTHER THAN INCOME TAXES 199.602.61 2.51 199,602,612.51
CURRENT INCOME TAXES 221.596.672.91 2.316.295.'t3 223.912.968.U
PROVISION FOR OEFERREO INCOME TA"\ES 1 9.778.885.56 19.778.886.56
INVESTMENT TA,\ CREDIT ADJUSTMENTS - NET (3,461.978.60)(3.461.978.
GAINS FROM DISPOSITION OF UTILITY PLANT CR 0.00 0.00
LOSSES FROM DISPOSITION OF UTILITY PLANT 0.00 0.00
GAINS FROM DISPOSITION OF ALLOWANCES CR 18'1.89 181.89
ACCRETION EXPENSE 0.00 0,00
NET UTILITY OPERATING INCOME I .062.315.497.45 (2.31 6.295.1 3)I ,059,999,202.32
)THER INCOME AND DEDUCTIONS
OTIIER INCOME
INCOME FROM MERCHANDISING 324,504.52 324,504.52
INCOME FROM NONUTILIry OPERATIONS (1 1 7.435.55)(1 17.435 55)
NONOPERATING RENTAL INCOME 251,507.74 251.507.74
EQUITY IN EARNINGS OF SUBSIDIARIES 25.787.322.94 25,787,322.94
INTEREST AND DIVIDEND INCOME 10.74S.000.36 10.749.000.36
ALLOW FOR FUNDS USED DURING CONSTRUCTION 21.219.276.56 21.219.276.56
MISCELLANEOUS NONOPERATING INCOME 1.378.096.40 1.378.096.40
GAIN ON OISPOSITION OF PROPERW 397.918.33 397.91 8.33
TOTAL OTHER INCOME 59.990.1 91 .30 0.00 59,990, r91.30
OTHER INCOME OEOUCTIONS
LOSS ON DISPOSITION OF PROPERW 1 3,936.1 1 1 3.936.1 1
MISCELLANEOUS AMORTIZATION 1.328.726.54 1.328.726.54
MISCELLANEOUS INCOME DEDUCTIONS 3,167,423.03 3,167,423.03
TOTAL OTHER INCOME OEDUCTIONS 4.510.085.68 0.00 4,510,085.68
TMES APPLIC TO OTHER INCOME & DEDUCTIONS
TNGS OTHER THAN INCOME TAXES 328.468.88 328.468,88
INCOME TAXES 803.804.62 803.8M.62
DEFERRED INCOME TAXES 1.ffi4.256.82 1,561,256.82
INVESTMENT TA)( CREDITS (372.709.99)(372.709.9
TOTAL TNGS APPLIC TO OTHER INC & DED 2.323.820.33 0.00 2.323.820.33
NET OTHER INCOME AND DEDUCTIONS 53.156.285.29 0.00 s3.'t 56.285.29
INCOME BEFORE INTEREST CHARGES 1.115.471.782.74 (2.316.295.1 31 1,113,155,487.6'l
TEREST CHARGES
INTEREST ON LONG.TERM DEBT 36,0.u4.'t72.75 16.233.515.00 376.277.687.75
AMORTIZATION OF DEBT DISCOUNT AND EXPENSE 4.110.272.21 895.978.14 5.006.250.3s
AMORTIZATION OF LOSS ON REACOUIREO DEBT 612.258.54 612.258.54
AMORTIZATION OF PREMIUM ON DEBT (1 1.025.84)(1 1,025.84)
AMORTIZATION OF GAIN ON REACQUIREO DEBT 0.00 0.00
6,4,375.90 64.375.90
OTHER INTEREST EXPENSE I 5.843.575.09 1 5.843.575.09
ALLOW FOR BRD FUNDS USED OURING CONSTR (1 1.289.409.03)(26.550.458.76)(37,839,867.79)
NET INTEREST CHARGES 359.374.21 9.62 (9,420.965.62)359.953.254.00
INCOME BEFORE EXTRAORD. ITEMS 746,097,563.12 7,104,670.49 753.202.23tt.61
EXTRAORDINARY ITEMS - NET OF INCOME TA)(
INCOME TA)( ON CUM. EFFECT OF CHANGE IN ACCT. PRINC 0.00 0.00
CUMUUTIVE EFFECT OF CHANGE IN ACCT. PRINCIPLE 0.00 0.00
NET INCOME 746.097.563.12 7.104.670.49 753,202,233.61
PREFERRED DIVIDEND REQUIREMENTS 161.901.96 161,901.96
EARNINGS AVAILABLE FOR COMMON STOCK 745.935.661,16 7,104.670.49 753.040.331.65
EXHIBIT D
PACIFICORP
UNCONSOLIDATED STATE]UIENT OF INCOME
12 IIONTHS ENDED June 30, 2018
EXHIBIT O
PAGE 1 OF 1
SEE PACIFICORFS 2OI7 FERC FORM NO. I AND 2OI UQ2 FERC FORM 3.Q FOR THE NOTES TO THE FINANCI^L STATEMENTS
Exhibit E
Copy of Registration Statement and financial exhibits, filed with the Securities and
Exchange Commission:
See attached Exhibit E(a) for PacifiCorp's currently effective Form S-3 shelf registration
statement filed 10/30/15 with the United States Securities and Exchange Commission
("SEC") to issue up to $1,325,000,000 of first mortgage bonds through January 2019 (File
No. 333-207687). Also, included below is the link to the document:
https://www.sec.gov/Archives/edgar/datal755941000007559415000016/0000075594-15-
000016-index.htm
In addition, see Exhibit E(b) for PacifiCorp's Form S-3 shelf registration statement filed
9128118 with the SEC and currently pending, seeking to register up to $2,000,000,000 of
additional first mortgage bonds (File No. 333-227592). Once approved by the SEC, this S-3
would supersede the above-referenced S-3. Also, included below is the link to the document
https://www.sec.gov/Archives/edgar/data/755941000007559418000009/0000075594-18-
000009-index.htm
EXHIBIT E
s-3 Page I of36
S-3 I pacificorp20l5forms-3.htm PACIFICORP FORM S-3
As filed with the Securities and Exchange Commission on October 30, 2015
Registration No.333-
IJNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.20549
FORM S.3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PACIFICORP
(Exact name of registrant as specified in its charter)
Oregon
(State or other jurisdiction of incorporation or
organization)
93-0246090
(IRS Employer Identification No.)
825 N.E. Multnomah Street
Portland, Oregon97232
(s03) 813-s64s
(Address, including zip code, and telephone number, including area code, of registrant'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, of agent for service)
Copy to
Jeffery B. Erb
Assistant General Counsel, Pacific Power
Corporate Secretary, PacifiCorp
825 N.E. Multnomah Street, Suite 1800
Portland, Oregon97232
(s03) 813-s029
M. Christopher Hall
Kara E. Tatman
Perkins Coie LLP
1120 N.W. Couch Street, Tenth Floor
Portland, Oregon 97209
(s03)727-2000
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
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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: E
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. tr
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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 ofsecurities pursuant to Rule 413(b) ofthe 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 E Accelerated filer E Non-accelerated filer E
(Do not check ifa smaller reporting company)
Smaller repo(ing company E
CALCULATION OF REGISTRATION FEE
(1)Estimated in accordance with Rule 457 under the Securities Act solely for the purpose of calculating the
registration fee.
(2) 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 SectionS(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.
Title of each class of
securities to be registered
Proposed maximum
aggregate offering price (tr
Amount of
registration fee(2)
First Mortgage Bonds $ l,325,000,000 $133,427.50
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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.
This prospectus may not be used to consummate sales of Securities unless accompanied by a prospectus
supplement relating to the Securities offered.
Investing in our Securities involves risks. See the "Risk Factors" section beginning on page 2 of this
prospectus for information on certain matters you should consider before buying our Securities.
NEITHER Tt{E U.S. SECURITIES AND EXCHANGE COMMSSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF TFIESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTFMUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
The date ofthis prospectus is , 2015
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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.
s-3 Page 5 of36
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS I
I
I
)
.'
J
J
J
Z
2
l0
ll
FORWARD-LOOKING STATEMENTS
TT{E COMPANY
RISK FACTORS
CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES
WFMRE YOU CAN FIND MORE INFORMATION
USE OF PROCEEDS
DESCRIPTION OF ADDITIONAL BONDS
BOOK-ENTRY. DELIVERY AND FORM
PLAN OF DISTRIBUTION
LEGAL MATTERS
EXPERTS
We have not authorized anyone to give you any information other than this prospectus and any supplements to
this prospectus. You should not assume that the information contained in this prospectus, any prospectus supplement, any
document incorporated by reference in this prospectus or any free writing prospectuses is accurate as of any date other
than the date mentioned on the cover page ofthose documents. Our business, financial condition and results ofoperations
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.
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ABOUT THIS PROSPECTUS
This prospectus is part of a regisffation 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 "PacifiCorp,"
"Company," "we," "our" and "us" refer to PacifiCorp, an Oregon corporation, and its subsidiaries.
For more detailed information about the Securities, you can read the exhibits to the registration statement. Those
exhibits have been either filed with the registration statement or incorporated by reference to earlier SEC filings listed in
the registration statement. See "Where You Can Find More Information."
FORWARD-LOOKING STATEMENTS
This prospectus, any accompanying prospectus supplement and the additional information described under the
heading "Where You Can Find More Information" may contain "forward-looking statements" within the meaning of
Section 27Aof the Securities Act of 1933, as amended (the "Securities Act") and Section 2lE of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), which are subject to the safe harbor created by the Private Securities
Litigation Reform Act of 1995. All statements other than statements of historical fact are "forward-looking statements"
for purposes ofthese 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 I 0-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 California. We own, or have interests in, a number of thermal, hydroelectric, wind-powered and
geothermal generating facilities, as well as electric transmission and distribution assets. We also buy and sell electricity on
the wholesale market with other utilities, energy marketing companies, financial institutions and other market participants
to balance and optimize the economic benefits of electricity generation, retail 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.
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We are an indirect subsidiary of Berkshire Hathaway Energy Company (*BHE"), a holding company based in
Des Moines, Iowa that owns subsidiaries principally engaged in energy businesses. BHE is a consolidated subsidiary of
Berkshire Hathaway Inc. BHE controls substantially all of our voting securities, which include both common and
preferred stock.
1
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Our principal executive offices are located at 825 N.E. Multnomah Street, Portland, Oregon 97232 and our
telephone number is (503) 813-5645.
For additional information concerning our business and affairs, including our capital requirements and extemal
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
Investing in our Securities involves risk. Before purchasing any Securities we offer, you should carefully
consider the risk factors described in our periodic reports filed with the SEC and the following risk factors related to the
Securities, as well as the other information contained in this prospectus, any prospectus supplement and the information
incorporated by reference herein in order to evaluate an investment in our Securities. See "Forward-Looking Statements"
and "Where You Can Find More Information" in this prospectus. Additional risks and uncertainties that are not yet
identified or that we currently believe are immaterial may also materially harm our business, operating results and
financial condition and could result in a loss on your investment.
We have not appraised the collateral subject to the mortgage securing our Additional Bonds ("Mortgage") and, if
there is a 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 sufficient to satisfr 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 3 1,
2014 2013 2012 20tt 2010
3.3x 3.6x 3.5x 2.9x 2.9x 3.0x
2
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WHERE YOU CAN FIND MORE INFORMATION
This prospectus is part of a registration statement filed with the SEC. The registration statement contains
additional information and exhibits not included in this prospectus and refers to documents that are filed as exhibits to
other SEC filings. We file annual, quarterly and current reports and other information with the SEC. Our SEC filings are
available to the public over the 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 1-800-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), 13(c), 14 or l5(d) ofthe Exchange Act (but only to the extent the information therein is filed
and not furnished), 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 3l , 201 4;
Quarterly Reports on Form l0-Q forthe quarters ended March 31,2015 and June 30,2015; 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: (503) 813-561 1
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 ofany date other than the date on the front ofthe prospectus
supplement or that the information incorporated by reference in this prospectus is accurate as of any date other than the
date on the front 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
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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 of the
J
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Mortgage unless otherwise noted. When we refer to "bonds," we refer to all first mortgage bonds issued under the
Mortgage, including the Additional Bonds.
We expect to issue Additional Bonds in the form of fully registered bonds and, except as may be set forth in any
prospectus supplement relating to those Additional Bonds, in denominations of $2,000 and any integral multiples of
$1,000 in excess thereof. The Additional Bonds may be transferred without charge, other than for applicable taxes or other
governmental charges, at the offices of the Mortgage 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 Mongage 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 of bonds of the
Ninth Series or any subsequently created series of bonds, to amend the Mortgage in order to except from the lien of the
Mortgage allowances allocated to steam-electric generating plants owned by us, or in which we have interests, pursuant to
Title IV of the Clean Air Act Amendments of 1990, as now in effect or as hereafter supplemented or amended. (See
Section 2.01 of the Twenty-Eighth Supplemental Indenture)
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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 ofsubstantially all ofour assets. (Section 18.03) In addition, after-acquired property may be subjectto a
Class "A" Mortgage, purchase money mortgages and other liens or defects in title.
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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) 70% 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 12 consecutive months out of the preceding 15 months, before interest expense and income taxes, being
at least twice the Annual Interest Requirements on all outstanding bonds issued under the Mortgage, all outstanding
Class "A" Bonds held other than by the Mongage 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 under the Mortgage. In general, interest on
variable interest bonds, if any, is calculated using the rate then in effect. (Section 1 .07 and Articles IV through VII)
Property Additions generally include electric, gas, steam and/or hot water utility property but not fuel, securities,
automobiles, other vehicles or aircraft, or property used principally for the production or gathering of natural gas.
(Section 1.04)
The issuance of bonds on the basis of Property Additions subject to prior liens is restricted. Bonds may, however,
be issued against the deposit of Class "A" Bonds. (Sections 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 of the right to issue bonds on the basis of the released property.
Funded Cash, as defined in Section 1.05 of the Mortgage, may be withdrawn upon the bases stated in (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 ofall or substantially all ofthat company's property that is ofthe 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 I 1.06) Bonds thereafter
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issued pursuant to the additional mortgage would be Class "A" Bonds and could provide the basis for the issuance of
bonds under the Mortgage.
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Certain Covenants
The Mortgage contains a number of covenants by us for the benefit of the holders of the bonds, including
provisions requiring us to maintain the mortgaged property as an operating system or systems capable of engaging in all or
any of the generating, transmission, distribution or other utility businesses described in the Mortgage. (Article IX)
Dividend Restrictions
The Mortgage provides that we may not declare or pay dividends (other than dividends payable solely in shares
of our common stock) on any shares of our common stock if, after giving efGct 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 l0-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 currency exchange agreement will provide effective protection against curency
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 ofthe relevant bonds, holders ofthose 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, ifnot all series ofbonds are adversely affected, the consent ofthe holders ofat least 60% ofthe
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 21.07)
Unless we are in default in the payment of the interest on any bonds then Outstanding under the Mortgage or
there is a Default under the Mortgage, the Mortgage Trustee generally is required to vote Class "A" Bonds held by it with
respect to any amendment of the applicable Class "A" Mortgage proportionately with the vote of the holders of all
Class "A" Bonds then actually voting. (Section I 1.03)
Defaults and Notice Thereof
"Defaults" are defined in the Mortgage as:
(l) default in payment of principal;
(2) default for 60 days in payment of interest or an installment of any fund required to be applied to the purchase
or redemption ofany bonds;
(3) default in payment of principal or interest with respect to certain prior lien bonds;
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(4) certain events in bankruptcy, insolvency or reorganization:
(5) default in other covenants for 90 days after notice; or
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(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 I 5.01 )
An effective default under any Class "A" Mortgage or under the Mortgage will result in an effective default
under all those mortgages. The Mortgage 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 25oh 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%o of the 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 15.07) The Mortgage Trustee is not required to risk its funds or incur personal liability if there is
reasonable ground for believing that repayment is not reasonably assured. (Section 19.08)
Defeasance
Under the 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 government obligations, in
an amount sufficient to pay all the principal of, premium (if any) and interest on, the bonds of those series or portions
thereof, on the redemption date or maturity date thereof, as the case may be. The Mortgage Trustee need not accept the
deposit unless it is accompanied by an opinion of counsel to the effect that (a) we have received from, or there has been
published by, the 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 of counsel shall confirm
that, the holders of the bonds or the right of payment of interest thereon (as the case may be) will not recognize income.
gain or loss for federal income tax purposes as a result ofthe 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 ofsuch 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 ofthe 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;
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a "clearing corporation" within the meaning of the New York Uniform Commercial Code; and
a 'oclearing agency" registered pursuant to the provisions of Section 1 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 certifi cates. "Direct
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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 of securities will not receive written confirmation from DTC of their purchases. However, beneficial owners are
expected to receive written confirmations providing details of their transactions, as well as periodic statements of their
holdings, from the direct or indirect participants through which they purchased securities. Transfers ofownership interests
in global securities are to be accomplished by entries made on the books ofparticipants acting on behalfofbeneficial
owners. Beneficial owners will not receive certificates representing their ownership interests in the global securities,
except under the limited circumstances described below.
To facilitate subsequent transfers, all global bonds deposited by direct participants with DTC will be registered in
the name of DTC's partnership nominee, Cede & Co., or such other name as may be requested by an authorized
representative of DTC. The deposit of global bonds with DTC and their registration in the name of Cede & Co. or such
other nominee will not change the beneficial ownership of the global bonds. DTC has no knowledge of the actual
beneficial owners of the global bonds. DTC's records reflect only the identity of the direct participants to whose accounts
the global bonds are credited, which may or may not be the beneficial owners. The participants are responsible for keeping
account of their holdings on behalf of their customers.
So long as the Additional Bonds are in book-entry form, you will receive payments and may transfer the
Additional Bonds only through the facilities of the depositary and its direct and indirect participants. We will maintain an
office or agency in the location specified in the prospectus supplement for the applicable Additional Bonds, where notices
and demands in respect of the Additional Bonds and the Mortgage may be delivered to us and where certificated securities
may be surrendered for payment, registration 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 govemed 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 proxy 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 l5 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
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receipt of funds and conesponding 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
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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:
(l) 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
Except under the limited circumstances described below, purchasers of Additional Bonds will not be entitled to
have such Additional Bonds registered in their names and will not receive physical delivery of such Additional Bonds.
Accordingly, each beneficial owner must rely on the procedures of DTC and its participants to exercise any rights under
the Additional Bonds and the Mortgage.
The laws of some jurisdictions may require that some purchasers of securities take physical delivery of securities
in definitive form. Those laws may impair the ability to transfer or pledge beneficial interests in the Additional Bonds.
DTC may discontinue providing its services as securities depositary with respect to the Additional Bonds at any
time by giving reasonable notice to us. Under such circumstances, in the event that a successor depositary is not obtained,
certificates representing the Additional Bonds are required to be printed and delivered.
As noted above, beneficial owners of a particular series of Additional Bonds generally will not receive
certificates representing their ownership interests in those Additional Bonds. However, if:
DTC notifies us that it is unwilling or unable to continue as a depositary for the global security or
securities representing such series 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 occuned and is continuing with respect to such series of Additional Bonds,
we will prepare and deliver certificates for such Additional Bonds in exchange for beneficial interests in the global bonds,
Any beneficial interest in a global bond that is exchangeable under the circumstances described in the preceding sentence
will be exchangeable for Additional Bonds in definitive certificated form registered in the names that the depositary
directs. It is expected that these directions will be based upon directions received by the depositary from its participants
with respect to ownership of beneficial interests in the global bonds.
We have obtained the information in this section and elsewhere in this prospectus concerning DTC and DTC's book-entry
system from sources that are believed to be reliable, but we take no responsibility for the accuracy ofthis information.
PLAN OF DISTRIBUTION
We may sell the Securities through undenrriters, 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
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(2) any other matter relating to the actions and practices of DTC or any of its participants or indirect
participants.
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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
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transactions, at a fixed public offering price, at market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. The underwriter or underwriters with respect to a particular underwritten
offering of Securities will be named in the prospectus supplement relating to that offering and, if an underwriting
syndicate is used, the managing underwriter or underwriters will be set forth on the cover page of the prospectus
supplement. Any underwriting compensation paid by us to the underwriters or agents in connection with an offering of
Securities, and any discounts, concessions or commissions allowed by underwriters to dealers, will be set forth in the
applicable prospectus supplement to the extent required by applicable law. Unless otherwise set forth in the prospectus
supplement, the obligations of the underwriters to purchase the Securities will be subject to specific conditions, and the
underwriters will be obligated to purchase all ofthe 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 ofits
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 ofany series ofthe Securities on a national securities exchange. Ifthe Securities ofany series are sold to or through
underwriters, the underwriters may make a market in such Securities, as permitted by applicable laws and regulations. No
underwriter would be obligated, however, to make a market in the Securities, and any market-making could be
discontinued at any time at the sole discretion of the underwriters. Accordingly, we cannot assure you as to the liquidity
of, or trading markets for, the Securities of any series.
Underwriters, dealers and agents participating in the distribution of the Securities may be deemed to be
"underwriters" within the meaning of, and any discounts and commissions received by them and any profrt 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 of
the distribution until the entire distribution is complete. Regulation M also restricts bids or purchases made in order to
stabilize the price of a security in connection with the distribution of that security. All of the foregoing may affect the
marketability of our securities.
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LEGAL MATTERS
The validity of the Securities will be passed upon for us by Perkins Coie LLP, counsel to the Company,
I120 N.W. Couch Street, Tenth Floor, Portland, Oregon 97209.
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EXPERTS
The consolidated financial statements incorporated in this prospectus by reference from PacifiCorp's Annual
Report on Form l0-K for the year ended December 31 , 2014 have been audited by Deloitte & Touche LLP, an
independent registered public accounting firm, as stated in their report, which is incorporated herein by reference. Such
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 1, 201 5 and
2014 and June 30,2015 and 2014, which is incorporated herein by reference, Deloitte & Touche LLP, an independent
registered public accounting firm, have applied limited procedures in accordance with the standards of the Public
Company Accounting Oversight Board (United States) for a review of such information. However, as stated in their
reports included in PacifiCorp's Quarterly Reports on Form l0-Q for the 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 ofSection I I ofthe Securities Act for their reports on the unaudited interim consolidated financial
information because those reports are not "reports" or a "part" ofthe Registration Statement prepared or certified by an
accountant within the meaning of Sections 7 and I I of the Securities Act.
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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:
Regishation 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
* 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 lS.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 governing 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 indemniff 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 concemed acted in good faith and in a manner the person reasonably believed to be in or not opposed
to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to
believe the conduct was unlawful. 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 of conduct.
(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) incurred, 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
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indemnification is permitted by a court upon finding that the person is fairly and reasonably entitled to indemnification in
view of all of the relevant circumstances.
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(c) Under the OBCA, the Company may not indemnifu 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 of conduct:
(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 or the 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 ifthe court
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 officer receiving the advance furnishes (i) a written
affirmation 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 indemnifu directors and officers of the Company to the fullest
extent permitted by law and are intended to create an obligation to indemnifu 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 indemnifr 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
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this
registration statement:
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(A) To include any prospectus required by section l0(aX3) of the Securities Act;
(B) To reflect in the prospectus any facts or events arising after the effective date of the registration
statement (or the most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (ifthe total
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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 than20Yo 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 (a)(l)(A), (a)(l)(S) and (a)(l)(C) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished
to the SEC by the registrant pursuant to section l3 or section l5(d) ofthe Exchange Act that are incorporated by reference
in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b)that is part of the
registration statement.
(2) That, for the 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 of
the registration statement as of the date the filed prospectus was deemed part of and included in
the registration statement; and
(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (bX7) as part ofa
registration statement in reliance on Rule 4308 relating to an offering made pursuant to Rule
al5(aXlXi), (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
ofthe earlier ofthe date such form ofprospectus is first used after effectiveness or the date of
the first contract of sale of securities in the offering described in the prospectus. As provided in
Rule 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 ofthe 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 modifo 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.
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(5) 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, ifthe securities are offered or sold to such purchaser by means ofany ofthe 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:
Any preliminary prospectus or prospectus of the undersigned registrant relating to the
offering required to be filed pursuant to Rule 424;
Any free writing prospectus relating to the offering prepared by or on behalfofthe
undersigned registrant or used or referred to by the undersigned registrant;
The portion ofany other free writing prospectus relating to the offering containing
material information about an undersigned registrant or its securities provided by or on
behalf of the undersigned registrant; and
Any other communication that is an offer in the offering made by the undersigned
registrant to the purchaser.
(6) That, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual
report pursuant to section l3(a) or section 15(d) ofthe Exchange Act (and, where applicable, each filing ofan
employee benefit plan's annual report pursuant to section 15(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.
(7) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers
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 ofthe 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 governed by the final adjudication of such issue.
II-4
(A)
(B)
(c)
(D)
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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,
201 5.
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.
Chairman of the Board of Directors and Chief
Gregory E. Abel* Executive Officer (principal executive officer)
Gregory E. Abel
/s/ Nikki L. Kobliha
Vice President and Chief Financial Officer
(principal financial and accounting offrcer)
NikkiL. Kobliha
Douglas L. Anderson*Director
Douglas L. Anderson
Stefan A. Bird*Director
Stefan A. Bird
Cindy A. Crane*Director
Cindy A. Crane
Patrick J. Goodman*Director
Patrick J. Goodman
Natalie L. Hocken*Director
Natalie L. Hocken
Andrea L. Kelly*Director
Andrea L. Kelly
R. Patrick Reiten*Director
R. Patrick Reiten
* By: lslNikki L. Kobliha Attomey-in-Fact
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NikkiL. Kobliha
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s-3
Exhibit No.
l.l
4.1*
Page 35 of36
EXHIBIT INDEX
Description
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-E, Form 8-B,
File No. l-5152, as supplemented and modified by 28 Supplemental Indentures as follows:
Exhibit No.File Type Period or File Date File Number
a@)
(4)(b)
(+)(a)
4(a)
4(a)
4(a)
4(a)
4(a)
4(a)
4(b)
4(b)
4(b)
4(b)
ee(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
l0-Q
l0-Q
l0-K
l0-K
l0-K
10-K
8-K
10-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
33-3 I 86 I
1-5r52
t-sts2
t-s152
t-5152
t-5152
t-5152
r-5152
t-5r52
t-5152
l-5152
t-5152
t-5152
t-5152
r-5152
t-5152
t-5152
t-5152
r-5152
t-5152
1-5152
t-5152
t-s152
r-5r52
t-5r52
l-5152
r-5152
1-5152
November 2, 1989
January 9,1990
September 11, 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 3 1, 1995
Year ended December 31,1996
Year ended December 3l, 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 l2,20ll
January 6,2012
June 6,2013
March 13,2014
June 19,2015
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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.
1 5. I 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 Attomey
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 of New York Mellon Trust Company, N.A.
* Incorporated herein by reference.
tI-7
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Document
S-3 I pacificorp2Ol8forms-3.htm PACIFICORP FORM S-3
As filed with the Securities and Exchange Commission on September 28,2018
Page I of36
Registration No.333-
I.]NITED STATES
SECURITIES AND EXCHAI\GE COMMISSION
Washington, D.C.20549
FORM S.3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT O[' 1933
PACIFICORP
(Exact name of registrant as specified in its charter)
Oregon
(State or other jurisdiction of incorporation or
organization)
Jeffery B. Erb
Corporate Secretary, PacifiCorp and Chief Corporate
Counsel & Corporate Secretary of Berkshire Hathaway
Energy
825 N.E. Multnomah Street, Suite 2000
Portland, Orcgon97232
(s03) 813-s029
93-0246090
(lRS Employer Identification No.)
M. Christopher Hall
Kara E. Tatman
Perkins Coie LLP
1120 N.W. Couch Street, Tenth Floor
Portland, Oregon 97209
(s03)727-2000
825 N.E. Multnomah Street
Portland, Oregon97232
888-221-7070
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)
Nikki L. Kobliha
Director, Vice President, Chief Financial Officer and Treasurer, PacifiCorp
825 N.E. Multnomah Street, Suite 1900
Portland, Oregon97232
888-221-7070
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Approximate date of commencement of proposed sale to the public: tr'rom 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
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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, as amended (the "Securities Act"), other than securities offered only in
connection with dividend or interest reinvestment plans, check the following box: E
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Ifthis 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. E
Ifthis 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 4 I 3(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, a
smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated
filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Securities Exchange Act of
1934, x amended (the "Exchange Act").
Large accelerated filer El Accelerated filer E Non-accelerated filer El Smaller reporting company E
(Do not check ifa smaller repo(ing company) Emerging growth company E
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition
period for complying with any new or revised financial accounting standards provided pursuant to Section 7(aX2XB) of
the Securities Act. tr
CALCULATION OF REGISTRATION FEE
(l)Estimated in accordance with Rule 457 under the Securities Act solely for the purpose of calculating the
registration fee.
(2) Calculated in accordance with Rule 457(o) under the Securities Act.
(3)The $2,000,000,000 of securities registered pursuant to this registration statement includes $725,000,000 of
securities (the "Unsold Securities") registered by the registrant pursuant to Registration Statement No. 333-
207687,whichwasinitiallyfiledonOctober30,2015 anddeclaredeffectiveonJanuary ll,20l6,pursuantto
which a filing fee of $73,007.50 was paid for the Unsold Securities. Pursuant to Rule a I 5(aX6) under the
Securities Act, the filing fees previously paid in connection with the Unsold Securities will continue to be applied
to the Unsold Securities. A filing fee of $158,737.50 is paid herewith in connection with the $1,275,000,000 of
new securities registered hereunder.
The regisffant 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 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.
Title of each class of
securities to be registered
Proposed maximum
aggregate offering price (t)
Amount of
registration fee (2x3)
First Mortgage Bonds $2,000,000,000 $249,000
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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 September 28,2018
PROSPECTUS
PACIFICORP
$2,000,000,000
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 thereofwill not exceed $2,000,000,000.
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 X'actors" section beginning on page 2 ofthis
prospectus for information on certain matters you should consider before buying our Securities.
NEITHER TT{E U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF TI{ESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO TT{E CONTRARY IS A CRIMINAL
OFFENSE.
The date ofthis prospectus is,20l8
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TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
FORWARD-LOOKING STATEMENTS
TIIE COMPANY
RJSK FACTORS
CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES
USE OF PROCEEDS
WHERE YOU CAN FIND MORE INFORMATION
DESCRIPTION OF ADDITIONAL BONDS
BOOK.ENTRY. DELIVERY AND FORM
PLAN OF DISTRIBUTION
LEGAL MATTERS
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 other
than the date mentioned on the cover page of those documents. Our business, financial condition and results of operations
may have changed since that date. We are not offering to sell the Securities and we are not soliciting offers to buy the
Securities in any jurisdiction in which offers are not permitted.
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ABOUT THIS 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 "PacifiCorp,"
"Company," "we," "our" and "us" refer to PacifiCorp, an Oregon corporation, and its subsidiaries.
For more detailed information about the Securities, you can read the exhibits to the registration statement. Those
exhibits have been either filed with the registration statement or incorporated by reference to earlier SEC filings listed in
the registration statement. See "Where You Can Find More Information."
FORWARD.LOOKING STATEMENTS
This prospectus, any accompanying prospectus supplement and the additional information referred to 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 21E 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 ofthese 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.
THf, COMPANY
We are a United States regulated electric utility company headquartered in Oregon that serves 1.9 million retail
electric customers in portions of Utah, Oregon, Wyoming, Washington, Idaho and California. We are principally engaged
in the business of generating, transmitting, distributing and selling electricity. Our combined service territory covers
approximately 141,000 square miles and includes diverse regional economies across six states. No single segment of the
economy dominates the service territory, which helps mitigate our exposure to economic fluctuations. In the eastern
portion of the service territory, consisting of Utah, Wyoming and southeastern Idaho, the principal industries are
manufacturing, mining or extraction of natural resources, agriculture, technology, recreation and govemment. In the
western portion of the service territory, consisting of Oregon, southern Washington and northem California, the principal
industries are agriculture, manufacturing, forest products, food processing, technology, govemment and primary metals. In
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addition to retail sales, we 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. Certain of our subsidiaries support our electric utility
operations by providing coal mining services.
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Our operations are conducted under numerous franchise agreements, certificates, permits and licenses obtained from
federal, state and local authorities. The average term of the franchise agreements is approximately 25 years, although their
terms range from five years to indefinite. Several of these franchise agreements allow the municipality the right to seek
amendment to the franchise agreement at a specified time during the term. We generally have an exclusive right to serve
electric customers within our service territories and, in turn, have an obligation to provide electric service to those
customers. In return, the state utility commissions have established rates on a cost-of-service basis, which are designed to
allow us an opportunity to recover our costs ofproviding services and to earn a reasonable return on our investments.
We deliver electricity to customers in Utah, Wyoming and Idaho under the trade name Rocky Mountain Power and to
customers in Oregon, Washington and Califomia under the trade name Pacific Power.
We are an indirect subsidiary of Berkshire Hathaway Energy Company ("BHE"), a holding company based in Des
Moines, Iowa that owns a highly diversified portfolio of locally managed businesses principally engaged in the energy
industry and 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 (888) 221-7070.
For additional information concerning our business and affairs, including our capital requirements, external financing
arrangements and pending legal and regulatory proceedings, including descriptions of those laws and regulations to which
we are subject, prospective purchasers should refer to the documents incorporated by reference into this prospectus as
described in the section entitled "Where You Can Find More Information."
RISK FACTORS
Investing in our Securities involves risk. Before purchasing any Securities we offer, you should carefully
consider the risk factors described in our periodic reports filed with the SEC and the following risk factors related to the
Securities, as well as the other information contained in this prospectus, any prospectus supplement and the information
incorporated by reference herein in order to evaluate an investment in our Securities. See "Forward-Looking Statements"
and "Where You Can Find More Information" in this prospectus. Additional risks and uncertainties that are not yet
identified or that we cunently believe are immaterial may also materially harm our business, operating results and
financial condition and could result in a loss on your investment.
lle huve not appraised the collateral subject to the mortgage securing our Additional Bonds ("Mortgage") and, if there
is a default or a foreclosure sale, the value of the collateral may not be sulJicient to tepay 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 sufficient 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 assute 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.
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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.
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The terms of the Mortgage and the supplemental indentures do not prohibit us from incurring additional indebtedness,
which could adversely affea our financial condition.
The terms of the Mortgage and the supplemental indentures do not prohibit us from incurring indebtedness in addition
to the Additional Bonds. Accordingly, we could enter into acquisitions, refinancings, recapitalizations or other highly
leveraged transactions that could significantly increase our total amount of outstanding indebtedness. The interest
payments needed to service this increased level ofindebtedness could have a material adverse effect on our operating
results. A highly leveraged capital structure could also impair our overall credit quality, making it more difficult for us to
finance our operations, and could result in a downgrade in the ratings of our indebtedness, including the Additional Bonds,
by credit rating agencies.
CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES
Six-Month
Period Ended
June 30,2018
Years Ended December 31,
2017 2016 2015 2014 2013
3.0x 3.9x 3.9x 3.7x 3.6x 3.5x
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.
WHERE YOU CAN FIND MORE INFORMATION
This prospectus is part of a registration statement filed with the SEC. The registration statement contains
additional information and exhibits not included in this prospectus and refers to documents that are filed as exhibits to
other SEC filings. We file annual, quarterly and current reports and other information with the SEC. Our SEC filings are
available to the public over the Internet at the SEC's web site at http://www.sec.gov. You may also read and copy any
document we file at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C.20549. Please call the
SEC at l-800-732-0330 for further information regarding the operation of its Public Reference Room. Our SEC filings can
also be accessed through the Financial Information subsection within the About Us 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 refening 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), 13(c), l4 or l5(d) ofthe Exchange Act (but only to the extent the information therein is filed
and not furnished), 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 l0-K for the year ended December 31,20171'
Quarterly Reports on Form I 0-Q for the quarters ended March 3 I , 201 8 and June 30, 20 I 8; and
Current Reports on Form 8-K filed on January 1 l, 20 I 8 and July I 3, 20 I 8.
Upon written request, we will deliver a copy of these filings (other than exhibits to such documents unless such
exhibits are specifically incorporated by reference therein), at no cost to you, by writing or telephoning us at the following
address:
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PacifiCorp
825 N.E. Multnomah Street, Suite 1900
Portland, Oregon97232
Telephone: (888) 221 -7 07 0
Aftention: Treasury
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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 nol, 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 ofany date other than the date on the front ofthe prospectus
supplement or that the information incorporated by reference in this prospectus is accurate as of any date other than the
date on the front of those documents.
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 of the Mortgage unless otherwise noted. When we refer to "bonds," we refer to all first mortgage bonds
issued under the Mortgage, including the Additional Bonds.
We expect to issue Additional Bonds in the form of fully registered bonds and, except as may be set forth in any
prospectus supplement relating to those Additional Bonds, in denominations of $2,000 and any integral multiples of
$1,000 in excess thereof. The Additional Bonds may be transferred without charge, other than for applicable taxes or other
governmental charges, at the offices of the Mortgage Trustee. 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)
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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 of bonds of the
Ninth Series or any subsequently created series of bonds, to amend the Mortgage in order to except from the lien of the
Mortgage allowances allocated to steam-electric generating plants owned by us, or in which we have interests, pursuant to
Title IV of the Clean Air Act Amendments of 1990, as now in effect or as hereafter supplemented or amended. (See
Section 2.01 of the Twenty-Ninth 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 I 8.03) In addition, after-acquired property may be subject to a
Class o'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) 70% 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 12 consecutive months out of the preceding 15 months, before interest expense and income taxes, being
at least twice the Annual Interest Requirements on all outstanding bonds issued under the Mortgage, all outstanding
Class "A" Bonds held other than by the Mortgage Trustee, all other indebtedness secured by a lien prior to the lien of the
Mortgage and all bonds then applied for in pending bond issuance applications under the Mortgage. In general, interest on
variable interest bonds, if any, is calculated using the rate then in effect. (Section I .07 and Articles IV through VII)
Property Additions generally include electric, gas, steam and/or hot water utility property but not fuel, securities,
automobiles, other vehicles or aircraft, or property used principally for the production or gathering of natural gas.
(Section 1.04)
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The issuance of bonds on the basis of Property Additions subject to prior liens is restricted. Bonds may, however,
be issued against the deposit of Class "A" Bonds. (Sections 1 .04 through L06 and Articles IV and V)
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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 Properfy
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
inrespectof depositedpriorlienbonds. (Sections 1.05,7.02,9.05,10.01through l0.04and 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 ofall or substantially all ofthat company's property that is ofthe same
character as Property Additions, as defined in the Mortgage, an existing mortgage constituting a first lien on operating
properties of that other compa:ly may be designated by us as a Class "A" Mortgage. (Section I1.06) Bonds thereafter
issued pursuant to the additional mortgage would be Class "A" Bonds and could provide the basis for the issuance of
bonds under the Mortgage.
Certain Covenants
The Mortgage contains a number of covenants by us for the benefit of the holders of the bonds, including
provisions requiring us to maintain the mortgaged property as an operating system or systems capable of engaging in all or
any of the generating, transmission, distribution or other utility businesses described in the Mortgage. (Article IX)
Dividend Restrictions
The Mortgage provides that we may not declare or pay dividends (other than dividends payable solely in shares
of our common stock) on any shares of our common stock if, after giving effect to the declaration or payment, we would
not be able to pay our debts as they become due in the usual course of business. (Section 9.07) The notes to our audited
consolidated financial statements included in our Report on Form 10-K incorporated by reference herein contain
information relating to other restrictions.
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Foreign Currency Denominated Bonds
The Mortgage authorizes the issuance of bonds denominated in foreign currencies, provided that we deposit with
the Mortgage Trustee a curency 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 curency exchange fluctuation as is usually obtained by similarly situated borrowers.
(Section 2.03) We believe that this type of currency exchange agreement will provide effective protection against currency
exchange fluctuations. However, ifthe other party to the exchange agreement defaults and the foreign currency is valued
higher at the date ofmaturity than at the date ofissuance ofthe relevant bonds, holders ofthose 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 600/o of the principal amount of
the bonds outstanding, or, ifnot all series ofbonds are adversely affected, the consent ofthe holders ofat least 60% ofthe
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:
(l) default in payment of principal;
(2) default for 60 days in payment of interest or an installment of any fund required to be applied to the purchase
or redemption ofany bonds;
(3) default in payment of principal or interest with respect to certain prior lien bonds;
(4) certain events in bankruptcy, insolvency or reorganization;
(5) default in other covenants for 90 days after notice; or
(6) the existence of any default under a Class "A" Mortgage that permits the declaration of the principal of all the
bonds secured by the Class "A" Mortgage and the interest accrued thereupon due and payable. (Section 15.01)
An effective default under any Class "A" Mortgage or under the Mortgage will result in an effective default
under all those mortgages, The Mortgage 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 25o/o 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
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notice of a Default and the Mortgage Trustee fails to act after the holders of 25%o of the 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 15.07)The Mortgage Trustee is not required to risk its funds or incur personal liability if there is
reasonable ground for believing that repayment is not reasonably assured. (Section 19.08)
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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 government obligations, in
an amount sufficient to pay all the principal of, premium (if any) and interest on, the bonds of those series or portions
thereof, on the redemption date or maturity date thereof, as the case may be. The Mortgage Trustee need not accept the
deposit unless it is accompanied by an opinion of counsel to the effect that (a) we have received from, or there has been
published by, the Internal Revenue Service a ruling or, (b) since the date of the Mortgage, there has been a change in
applicable federal income tax law, in either case to the effect that, and based thereon the opinion ofcounsel shall confirm
that, the holders of the bonds or the right of payment of interest thereon (as the case may be) will not recognize income,
gain or loss for federal income tax purposes as a result ofthe 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 ofSection l7A ofthe Exchange Act.
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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 tum recorded on the direct and indirect participants' records. Beneficial
owners of securities will not receive written confirmation from DTC of their purchases. However, beneficial owners are
expected to receive written confirmations providing details of their transactions, as well as periodic statements of their
holdings, from the direct or indirect participants through which they purchased securities. 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 of the global bonds. DTC has no knowledge of the actual
beneficial owners of the global bonds. DTC's records reflect only the identity of the direct participants to whose accounts
the global bonds are credited, which may or may not be the beneficial owners. The participants are responsible for keeping
account oftheir holdings on behalfoftheir 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 proxy 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.
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Redemption proceeds on the Additional Bonds will be made to Cede & Co., or such other nominee as may be
requested by an authorized representative of DTC. DTC's practice is to credit direct participants' accounts upon DTC's
receipt of funds and corresponding detail information from us on the payment date in accordance with their respective
holdings shown on DTC records. Payments by participants to beneficial owners will be governed by standing instructions
and customary practices, as is the case with securities held for the account of customers in bearer form or registered in
"street name." Those payments will be the responsibility of participants and not of DTC or us, subject to any statutory or
regulatory requirements in effect from time to time. Payment of redemption proceeds to Cede & Co., or such other
nominee as may be requested by an authorized representative of DTC, is our responsibility, disbursement of payments to
direct participants is the responsibility of DTC, and disbursement of payments to the beneficial owners is the
responsibility of direct and indirect participants.
Neither we, the Mortgage Trustee nor any agent of ours or of the Mortgage Trustee has or will have any
responsibility or liability for:
(1) any aspect ofDTC's records or any participant's or indirect participant's records relating to, or payments
made on account of, beneficial ownership interests in the Additional Bonds or for maintaining, supervising or reviewing
any of DTC's records or any participant's or indirect participant's records relating to the beneficial ownership interests in
the Additional Bonds; or
(2) any other matter relating to the actions and practices of DTC or any of its participants or indirect
participants.
Except under the limited circumstances described below, purchasers of Additional Bonds will not be entitled to
have such Additional Bonds registered in their names and will not receive physical delivery of such Additional Bonds.
Accordingly, each beneficial owner must rely on the procedures of DTC and its participants to exercise any rights under
the Additional Bonds and the Mortgage.
The laws of some jurisdictions may require that some purchasers of securities take physical delivery of securities
in definitive form. Those laws may impair the ability to transfer or pledge beneficial interests in the Additional Bonds.
DTC may discontinue providing its services as securities depositary with respect to the Additional Bonds at any
time by giving reasonable notice to us. Under such circumstances, in the event that a successor depositary is not obtained,
certificates representing the Additional Bonds are required to be printed and delivered.
As noted above, beneficial owners of a particular series of Additional Bonds generally will not receive
certificates representing their ownership interests in those Additional Bonds. However, if:
DTC notifies us that it is unwilling or unable to continue as a depositary for the global security or
securities representing such series of Additional Bonds or if DTC ceases to be a clearing agency
registered under the Exchange Act at a time when it is required to be registered and a successor
depositary is not appointed within 90 days of the notification to us or of our becoming aware of DTC's
ceasing to be so registered, as the case may be;
we determine, in our sole discretion and subject to DTC's procedures, not to have such Additional
Bonds represented by one or more global securities; or
. an Event of Default has occurred and is continuing with respect to such series of Additional Bonds,
we will prepare and deliver certificates for such Additional Bonds in exchange for beneficial interests in the global bonds.
Any beneficial interest in a global bond that is exchangeable under the circumstances described in the preceding sentence
will be exchangeable for Additional Bonds in definitive certificated form registered in the names that the depositary
directs. It is expected that these directions will be based upon directions received by the depositary from its participants
with respect to ownership of beneficial interests in the global bonds.
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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 ofthis information.
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PLAN OF DISTRIBUTION
We may sell the Securities through underwriters, dealers or agents, or directly to one or more purchasers. The
prospectus supplement with respect to the Securities being offered will set forth the specific terms of the offering of those
Securities, including the name or names 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 transactions, at a fixed public offering price, at market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. The underwriter or underwriters with respect to a particular underwritten
offering of Securities will be named in the prospectus supplement relating to that offering and, if an underwriting
syndicate is used, the managing underwriter or underwriters will be set forth on the cover page of the prospectus
supplement. Any underwriting compensation paid by us to the underwriters or agents in connection with an offering of
Securities, and any discounts, concessions or commissions allowed by underwriters to dealers, will be set forth in the
applicable prospectus supplement to the extent required by applicable law. Unless otherwise set forth in the prospectus
supplement, the obligations of the underwriters to purchase the Securities will be subject to specific conditions, and the
underwriters will be obligated to purchase all ofthe offered Securities ifany are purchased.
Ifa dealer is used in the sale ofany 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 ofits
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 afliliates 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 ofany series ofthe Securities on a national securities exchange. Ifthe Securities ofany 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 Securitieso and any market-making could be
discontinued at any time at the sole discretion of the underwriters. Accordingly, we cannot assure you as to the liquidity
of, or trading markets for, the Securities of any series.
Underwriters, dealers and agents participating in the distribution of the Securities may be deemed to be
"underwriters" within the meaning of, and any discounts and commissions received by them and any profit realized by
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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.
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During such time as we may be engaged in a distribution of the securities covered by this prospectus we are
required to comply with Regulation M promulgated under the Exchange Act. With certain exceptions, Regulation M
precludes us, any affiliated purchasers and any broker-dealer or other person who participates in such distributing from
bidding for or purchasing, or attempting to induce any person to bid for or purchase, any security which is the subject of
the distribution until the entire distribution is complete. Regulation M also restricts bids or purchases made in order to
stabilize the price of a security in connection with the distribution of that security. All of the foregoing may affect the
marketability of our securities.
LEGAL MATTERS
The validity of the Securities will be passed upon for us by Perkins Coie LLP, counsel to the Company,
I120 N.W. Couch Street, Tenth Floor, Portland, Oregon 97209.
EXPERTS
The consolidated financial statements incorporated in this prospectus by reference from PacifiCorp's Annual
Report on Form l0-K for the year ended December 31, 2017 have been audited by Deloitte & Touche LLP, an
independent registered public accounting firm, as stated in their report, which is incorporated herein by reference. Such
consolidated financial statements have been so incorporated in reliance upon the report ofsuch 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 , 201 8 and
2017 and June 30, 2018 and 2017, which is incorporated herein by reference, Deloitte & Touche LLP, an independent
registered public accounting firm, have applied limited procedures in accordance with the standards of the Public
Company Accounting Oversight Board (United States) for a review of such information. However, as stated in their
reports included in PacifiCorp's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2018 and June 30,
2018 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 1l of the Securities Act for their reports on the unaudited interim consolidated financial
information because those reports are not "reports" or a "part" ofthe Registration Statement prepared or certified by an
accountant within the meaning of Sections 7 and I I of the Securities Act.
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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 of the 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
249,000
$
* To be provided in an amendment or filing, or exhibit thereto, filed with the SEC.
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 governing 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 indemnifo 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 concemed acted in good faith and in a manner the person reasonably believed to be in or not opposed
to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to
believe the conduct was unlawful. Indemnification is not permitted in connection with a proceeding in which a person is
adjudged liable to the Company or the person is adjudged liable 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 of conduct.
(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 attorneys' fees) incurred, 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
$
*
*
,1.
*
*
*
't
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indemnification is permitted by a court upon finding that the person is fairly and reasonably entitled to indemnification in
view of all of the relevant circumstances.
(c) Under the OBCA, the Company may not indemnifi 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 of conduct:
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(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) ifa quorum ofdirectors not parties to the proceeding cannot be obtained, by a majority vote ofa
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) ifspecial 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 (l) 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 ifthe court
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 officer receiving the advance furnishes (i) a written
affirmation of the director's or offrcer'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 indemnifu directors and officers of the Company to the fullest
extent permitted by law and are intended to create an obligation to indemnifo 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 indemnifu the Company against
certain liabilities, including liabilities under the Securities Act.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits
EXHIBIT INDEX
Exhibit No.
l.l
Description
Form of First Morteaee Bond Underwritins Asreement.
4.t 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-E, Form 8-B,
File No. l-5152, as supplemented and modified by 29 Supplemental Indentures, each incorporated by
reference.
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File NumberExhibit No.File Type
(4)(b)c)
(4Xa)(d
(a)(a)(d
(4)1a;t"t
(4Xa)(")
(aXa)(d
(aXa)(d
(a)(a)(d
!l2l
4(b)
4G)(L
4&)
99(a\
4.1
99
!
!
4.2
!
4.1
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
l0-Q
10-Q
l0-K
l0-K
l0-K
10-K
8-K
10-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
8-K
November 2, 1989
January 9,1990
September ll, 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 31, 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 l2,20ll
January 6,2012
June 6, 2013
March 13, 2014
June 19, 2015
July 13,2018
33-3 I 86 I
1-5r52
t-5152
l-5152
l-5152
l-5152
t-5152
1-5152
r-5r52
t-5152
t-s152
r-5152
1-5152
t-5152
t-stsz
r-5152
1-5152
t-5152
r-5r52
t-5152
t-s152
r-5152
l-5152
t-5152
t-5152
t-51s2
t-5152
t-5152
t-5152
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4.2 Form of Additional Bond.
5.1 Opinion of Perkins Coie LLP.
l2.l Statements of Computation of Ratio of Earnines to Fixed Charses.
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 Attomey (included on signature page hereto).
25.1 Statement of Elisibilitv under the Trust Indenture Act of 1939. as arnended. of The Bank of New York
Mellon Trust Comoanv. N.A.. as Trustee. under the Mortsaqe and Deed of Trust. dated as of January 9.
1989. between the Comoanv and The Bank of New York Mellon Trust Comoanv. N.A.
(a) Not available electronically on the SEC website as it was filed in paper previous to the electronic system currently in place.
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
regi stration 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 afterthe 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 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 than20%o 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 (aXl)(A), (a)(1XB) and (a)(1)(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 furnished
to the SEC by the registrant pursuant to section 13 or section l5(d) ofthe Exchange Act that are incorporated by reference
in the regiskation statement, or is contained in a form of prospectus filed pursuant to Rule 424(b)that is part of the
registration statement.
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(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.
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(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 of
the registration statement as of the date the filed prospectus was deemed part of and included in
the registration statement; and
(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a
registration statement in reliance on Rule 4308 relating to an offering made pursuant to Rule
a I 5(a)( I )(i), (vii), or (x) for the purpose of providing the information required by section I 0(a)
of the Securities Act shall be deemed to be part of and included in the registration statement as
ofthe earlier ofthe date such form ofprospectus is first used after effectiveness or the date of
the first contract of sale of securities in the offering described in the prospectus. As provided in
Rule 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 ofthe 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 modifr any
statement that was made in the registration statement or prospectus that was part of the
registration statement or made in any such document immediately prior to such effective date.
(5) That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the
initial distribution of the 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, ifthe securities are offered or sold to such purchaser by means ofany ofthe 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 the 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.
(6) That, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual
report pursuant to section l3(a) or section l5(d) ofthe Exchange Act (and, where applicable, each filing ofan
employee benefit plan's annual report pursuant to section I 5(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering ofsuch securities at that time shall be deemed to be the initial bona
fide offering thereof.
(7) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers
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
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liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or
controlling person ofthe 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 governed by the final adjudication of such issue.
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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 this registration statement to be
signed on its behalfby the undersigned, thereunto duly authorized, in the City ofPortland, State ofOregon, on
September 28,2018.
PACIFICORP
By: /s/ Nikki L. Kobliha
Nikki L. Kobliha
Director, Vice President, Chief Financial Officer and
Treasurer(principal financial and accounting officer)
POWER OF ATTORNEY
KNOW ALL PERSONS BY TtmSE PRESENTS, that each person whose signature appears below constitutes
and appoints, jointly and severally, Nikki L. Kobliha and Jeffery B. Erb, as his or her true and lawful attomeys-in-fact and
agents, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this registration statement on Form S-3, or any related registration statement that
is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same,
with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attomeys-in-fact and agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby
ratirying and confirming all that said attomeys-in-fact and agents may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been duly signed by the
following persons in the capacities and on the dates indicated.
Signature
/s/ William J. Fehrman
Title
Chairman of the Board of Directors and Chief
Executive Offrcer (principal executive officer)
Date
September 28,2018
William J. Fehrman
/s/ Nikki L. Kobliha Director, Vice President, Chief Financial Officer and September 28,2018
Nikki L. Kobliha Treasurer (principal financial and accounting
officer)
/s/ Stefan A. Bird Director September 28,2018
Stefan A. Bird
/s/ Cindy A. Crane Director September 28,2018
Cindy A. Crane
/s/ Patrick J. Goodman Director September 28,2018
Patrick J. Goodman
/s/ Natalie L. Hocken Director September 28,2018
Natalie L. Hocken
https://www.sec.gov/Archives/edgar/datal755941000007559418000009/pacificorp20l8fo... l0ll8l20l8
Document Page 36 of36
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EXHIA]IT H
PACIFICORP
PRO FORMA UNCONSOLIDATED STATEMENT OF RETATNED EARNINGS
t2 MONTHS ENDEO Jun. 30, 2018
TOTALCORPORANON
RETATNEO EARNTNGS (215. 215.1. 216. 2'.16.1)
PROPOSED FINANCING
2.956.937-003.58
TOTAL PROFORMA
2,956,937,003.56BALANCE AT BEGINNING OF PERIOD
74,6,007,563.1NET INCOME 7,104.6?0./t0 ?53.202.?9.81
EXCLUOE EOUITY IN EARNINGS OF SUBSIDIARIES t25.747 322 s,1\|a5.747322.
47.825.{28.0047,825,428.00ADJUSTMENT TO RETAINED EARNINGS - TRANSFERS FROM 216.1
3-725.O72.671.71 7,104,670.49SUBTOTAL 3.7t2.1n.y2.23
DMOENOS OECI.ARED
PREFERRED ST@K r61.901.96 16r eot ea
COMMON STOCK 750.000.000.00
EALANCE A'I END OF PERIOD 2.974.910.769.78 7.104.070.49
750,000,000.00
2.*2.O't5.{,,,O.27
EXHIBTT H
PAGE 1 OF 1
sEE PACTFTCORPS 2017 FERC FORM NO. r AND 20rVQ2 FERC PORM 3Q FOR THE NOTES TO TI{E FINANCIAL STATEMENTS
Exhibit I
Limitations on lgsuance of First Mortgage Bonds
and Preferred Stock
June 30,2018
Mortgage
Bonds may be issued under the Company's Mortgage on the basis of: (1) Class
"A" Bonds delivered to the Trustee under the Mortgage; (2) 70% of qualified Property
Additions after adjustments to offset retirements; (3) retirement of Bonds or certain prior
lien bonds; and/or (4) deposits of cash. With certain exceptions in the case of (l) and (3)
above, the issuance of Bonds under the Mortgage is subject to adjusted net eamings of
the Company for twelve out of the preceding fifteen months, before income taxes, being
at least twice the annual interest requirements on all Bonds at the time outstanding,
including any new issue, all outstanding Class "A" Bonds held other than by the Trustee
or by the Company, and any other indebtedness secured by a lien prior to the Lien of the
Mortgage.
Under above mortgage coverage tests, the Company estimates that it could have
issued an additional $10.2 billion principal amount of Bonds under the Mortgage as of
June 30,2018.
Preferred Stock
Not applicable to proposed issuance.
EXHIBIT I