Loading...
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 https://www.sec.gov/Archives/edgarldata/75594/0000075594150000161pacificorp2015fo... l0ll8l20l8 s-3 Page 2 of 36 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 https://www.sec.gov/Archives/edgarldatal75594i0000075594l50000l6lpacificorpZ0l5fo... l0/18/2018 s-3 Page 3 of36 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 https://www.sec.gov/Archives/edgarldata/75594/0000075594l50000l6lpacificorp20l5fo... l0ll8l20l8 s-3 Page 4 of 36 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 https://www.sec.gov/Archives/edgarldatal7559410000075594150000161pacificorp2015fo... l0/18/2018 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. https://www.sec.gov/Archives/edgar/data/755941000007559415000016/pacificorp2Ol5fo... l0/1812018 s-3 Page 6 of36 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. https://www.sec.gov/Archives/edgar/datal75594i0000075594150000161pacificorp2015fo... l0/18/2018 s-3 PageT of36 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 https://www.sec.gov/Archives/edgar/datal75594/000007559415000016lpacificorp2015fo... l0i l8/2018 s-3 Page 8 of36 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 https://www.sec.gov/Archives/edgarldatal7559410000075594150000161pacificorp2015fo... l0ll8l20l8 s-3 Page 9 of36 https://www.sec.gov/Archives/edgarldatal755941000007559415000016lpacifrcorp2015fo... l0/1 8/201 8 s-3 Page 10 of36 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 https://www.sec.gov/Archives/edgarldatal755941000007559415000016lpacificorp2015fo... l0/18/2018 s-3 Page I I of36 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 https://www.sec.gov/Archives/edgar/datal75594/000007559415000016/pacificorp20l5fo... l0ll8l20l8 s-3 Page 12 of 36 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) https://www.sec.gov/Archives/edgarldatal755941000007559415000016 /pacificorp2Ol5fo... l0/18/2018 s-3 Page l3 of36 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. 4 https://www.sec.gov/Archives/edgarldatal755941000007559415000016lpacificorp2015fo... l0/18/201 8 s-3 Page l4 of36 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 https://www.sec.gov/Archives/edgarldatal755941000007559415000016lpacificorp2O15fo... l0i l8/2018 s-3 Page l5 of36 issued pursuant to the additional mortgage would be Class "A" Bonds and could provide the basis for the issuance of bonds under the Mortgage. 5 https://www.sec.gov/Archives/edgarldatal7559410000075594150000161pacificorp2015fo... l0ll8l20l8 s-3 Page l6 of36 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; https://www.sec.gov/Archives/edgarldata/755941000007559415000016/pacificorp20l5fo... l0/18/2018 s-3 Page 17 of36 (4) certain events in bankruptcy, insolvency or reorganization: (5) default in other covenants for 90 days after notice; or 6 https://www.sec.gov/Archives/edgar/datal755941000007559415000016lpacificorp2015fo... l0/1812018 s-3 Page l8 of36 (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; https://www.sec.gov/Archives/edgar/datal75594/000007559415000016 /pacificorp20l5fo... l0l18l20l8 s-3 Page l9 of36 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 7 https://www.sec.gov/Archives/edgarldatal755941000007559415000016/pacificorp20l5fo... l0ll8l20l8 s-3 Page 20 of 36 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 hups://www.sec.gov/Archives/edgarldatal755941000007559415000016lpacificorp2015fo... l0/18/2018 s-3 Page 2l of 36 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 8 https://www.sec.gov/Archives/edgar/data/755941000007559415000016|pacificorp2O15fo... l0/18/2018 s-3 Page 22 of 36 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 https:i/www.sec.gov/Archives/edgarldatal7559410000075594150000161pacificorp2015fo... l0/18/2018 (2) any other matter relating to the actions and practices of DTC or any of its participants or indirect participants. s-3 Page 23 of 36 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 9 https://www.sec.gov/Archives/edgar/datal7559410000075594l50000l6lpacificorp20l5fo... l0ll8l20l8 s-3 Page 24 of 36 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. https://www.sec.gov/Archives/edgar/data/755941000007559415000016|pacificorp2015fo... l0/18/2018 s-3 Page 25 of 36 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. 10 https://www.sec.gov/Archives/edgar/data|7559410000075594150000161pacificorp2015fo... l0/18/2018 s-3 Page 26 of 36 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. ll hups://www.sec.gov/Archives/edgarldatal755941000007559415000016|pacificorp2015fo... l0ll8l20l8 s-3 Page27 of36 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 $ $ * ,l! * ,. {< * https://www.sec.gov/Archives/edgarldatal7559410000075594150000161pacificorp2O15fo... l0ll8l20l8 s-3 Page 28 of 36 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. II- I hftps://www.sec.gov/Archives/edgarldata/75594/000007559415000016|pacifrcorp2015fo... l0/18/2018 s-3 Page 29 of 36 (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: https://www.sec.gov/Archives/edgar/datal7559410000075594150000161pacificorp2015fo... l0/18/2018 s-3 Page 30 of36 (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 il-2 https://www.sec.gov/Archives/edgarldatal7559410000075594150000161pacificorp2O15fo... l0/1 8/201 8 s-3 Page 3l of36 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. II.3 https://www.sec.gov/Archives/edgarldata/75594/000007559415000016|pacificorp2O15fo... l0/18/2018 s-3 Page 32 of 36 (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) https://www.sec.gov/Archives/edgar/data/755941000007559415000016|pacificorp2015fo... l0l18l20l8 s-3 Page 33 of36 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 https://www.sec.gov/Archivesiedgarldatal75594i0000075594l50000l6lpacificorp2Ol5fo... l0/18/2018 s-3 Page 34 of36 NikkiL. Kobliha II-5 https://www.sec.gov/Archives/edgarldatal7559410000075594150000161pacificorp2015fo... 10/18/2018 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 II-6 https://www.sec.gov/Archives/edgarldatal7559410000075594l50000l6lpacifrcorp}Ol5fo... l0/1 8/201 8 s-3 Page 36 of36 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 https://www.sec.gov/Archives/edgar/data/75594/0000075594150000161pacificorp2O15fo... l0l18l20l8 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 https://www.sec.gov/Archives/edgarldatal755941000007559418000009/pacificorp2018fo... l0/1 8/2018 Document Page2 of36 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 https://www.sec.gov/Archives/edgarldatal755941000007559418000009/pacificorp20l8fo... l0ll8l20l8 Document Page 3 of36 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 https://www.sec.gov/Archives/edgarldatal755941000007559418000009/pacificorp201 8fo... 10/18/201 8 Document Page 4 of36 https://www.sec.gov/Archives/edgar/datal755941000007559418000009/pacificorp2018fo... l0ll8l20l8 Document Page 5 of36 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 hups://www.sec.gov/Archives/edgar/datal755941000007559418000009/pacificorp20l8fo... l0ll8l20l8 Document Page 6 of36 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. .L t .L z J J ! ! ! ll t2 t2 https://www.sec.gov/Archives/edgar1datal755941000007559418000009/pacificorp20l 8fo... 10/1 8/2018 Document PageT of36 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 https://www.sec.gov/Archives/edgar1data|75594i000007559418000009/pacificorp201 8fo... l0ll8l20l8 Document Page 8 of36 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. https://www.sec.gov/Archives/edgarldatal75594100000755941 8000009/pacificorp20l8fo... l0/18/2018 I Document Page 9 of36 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. https://www.sec.gov/Archives/edgar/data/75594100000755941 8000009lpacificorp20l8fo... 10/18/2018 Document Page l0 of36 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. 2 https://www.sec.gov/Archives/edgar/data1755941000007559418000009/pacificorp20l8fo... l0ll8l20l8 Document Page I I of36 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: https://www.sec.gov/Archives/edgarldatal755941000007559418000009/pacificorp20l8fo... 1011812018 Document Page l2 of36 PacifiCorp 825 N.E. Multnomah Street, Suite 1900 Portland, Oregon97232 Telephone: (888) 221 -7 07 0 Aftention: Treasury 3 https://www.sec.gov/Archives/edgarldatal755941000007559418000009/pacificorp2Ol8fo... l0ll8/2018 Document Page 13 of36 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) 4 https://www.sec.gov/Archives/edgarldatal755941000007559418000009/pacificorp20l 8fo... 10/1 8/2018 Document Page l4 of36 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) https://www.sec.gov/Archives/edgarldatal755941000007559418000009ipacificorp2O18fo... l0ll8l20l8 Document Page 15 of36 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) 5 https://www.sec.gov/Archives/edgar/data1755941000007559418000009/pacificorp20l8fo,.. 10/18/2018 Document Page l6 of36 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. https://www.sec.gov/Archives/edgarldatal75594100000755941 8000009/pacificorp2Ol8fo... l0/18/2018 6 Document Page 17 of36 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 https://www.sec.gov/Archives/edgar/datal75594/000007559418000009/pacificorp2018fo... l0ll8l20l8 Document Page 18 of36 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) 7 https://www.sec.gov/Archives/edgar/data/7559410000075594180000091pacificorp2O18fo... l0/18/2018 Document Page 19 of36 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. https://www.sec.gov/Archives/edgar/datal755941000007559418000009/pacificorp2Ol8fo... l0/18/2018 8 Document Page 20 of 36 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. https://www.sec.gov/Archives/edgar/datal75594/0000075594180000091pacificorp2018fo... l0/18/2018 Document Page2l of36 9 https://www.sec.gov/Archives/edgarldata/75594/000007559418000009/pacificorp20l8fo... l0ll8l20l8 Document Page 22 of 36 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. https://www.sec.gov/Archives/edgarldata/75594/000007559418000009/pacificorp20l8fo... l0/18/2018 Document Page 23 of36 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. l0 https://www.sec.gov/Archives/edgar/datal755941000007559418000009ipacificorp2018fo... l0ll8l20l8 Document Page 24 of 36 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 https://www.sec.gov/Archives/edgar/data1755941000007559418000009/pacificorp2018fo... l0l18/2018 Document Page 25 of 36 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. l1 https://www.sec.gov/Archives/edgarldata/75594/000007559418000009/pacificorp20l8fo... 1011812018 Document Page 26 of 36 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. t2 https://www.sec.gov/Archives/edgar/datal755941000007559418000009/pacificorp2Ol8fo... l0/18/2018 Document Page27 of36 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 https://www.sec.gov/Archives/edgarldatal75594100000755941 8000009/pacificorp20l8fo... 1011812018 Document Page 28 of36 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: II- I https://www.sec.gov/Archives/edgarldatal755941000007559418000009/pacificorp2018fo... 10/18/2018 Document Page29 of36 (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. U-2 https:/iwww.sec.gov/Archives/edgarldata/75594/000007559418000009/pacificorp20l8fo... l0/1812018 Document Period or File Date Page 30 of36 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 II-3 https://www.sec.gov/Archives/edgar/data/755941000007559418000009/pacificorp20l8fo... l0/18/2018 Document Page 3l of36 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. https://www.sec.gov/Archives/edgar/datal755941000007559418000009/pacificorp20l8fo... l0l18l20l8 Document Page 32 of 36 (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. It-4 https://www.sec.gov/Archives/edgar/data/755941000007559418000009/pacificorp20l8fo... l0/18/2018 Document Page 33 of36 (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 https://www.sec.gov/Archives/edgarldatal755941000007559418000009/pacificorp2Ol8fo... l0ll8l20l8 Document Page 34 of36 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. I-5 https://www.sec.gov/Archives/edgar/datal75594/000007559418000009/pacificorp20l8fo... l0/18/2018 Document Page 35 of36 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 II-6 https:i/www.sec.gov/Archives/edgarldata/75594/000007559418000009/pacificorp2018fo... l0/18/2018 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