20190315FMB Notice of Issuance.pdf

ROCKY MOUNTAIN
Bgg,E*"n"*
;-rf:r't:l\/:r\;-',-"-ur--lY LLJ
,;,: liiI I 5 PH 2: 30
1407 West North Temple
Salt Lake City, Utah 84116
March 15,2019
VU OYERNIGHT DELIVERY
Diane Hanian
Commission Secretary
Idaho Public Utilities Commission
47 2 W est Washington Street
Boise,Idaho 83702
RE CASE NO. PAC.E-18-10
IN TIIE MATTER OF ROCI(Y MOUNTAIN POWER'S APPLICATION FOR
AUTHORITY TO (1) ISSUE AI\[D SELL OR EXCHANGE NOT MORE THAN
$2,000,000,000 oF DEBT, AI\ID @ ENTER INTO CREDTT SUPPORT
ARRANGEMENTS
Dear Ms. Hanian:
Pursuant to Order No. 34205, in the above referenced matter, PacifiCorp submits to the Idaho Public
Utilities Commission an original and seven (7) copies of the following documents relating to
PacifiCorp's February 25, 2019 offering of $1,000,000,000 aggregate principal amount of First
Mortgage Bonds, @onds):
1. Prospectus Supplement dated February 25,2019.
Underwriting Agreement between PacifiCorp and the several Underwriters listed in Schedule
A as represented by JP Morgan Securities LLC, MUFG Securities Americas Inc., PNC
Capital Markets LLC, Scotia Capital (USA) Inc. and TD Securities (USA) LLC, dated
February 25,2019.
2.
3. Report of Securities Issued.
With regard to the use ofthe proceeds from the issuance of the Bonds, please see "IJse of Proceeds"
on page S-5 of the enclosed Prospectus Supplement.
Under penalty of perjury, I declare that I know the contents of the enclosed documents, and they are
true, correct, and complete.
Idaho Public Utilities Commission
March 15,2019
Page2
Please contact me at [phone] if you have any questions about this letter or the enclosed
documents.
Sincerely,
eems
Vice President, Controller and Asst. Treasurer
PacifiCorp
Enclosures
cc:Terri Carlock (Idaho Commission)
Ted Weston @acifiCorp)
JeffErb (PacifiCorp)
Chris Hall (Perkins Coie)
Prospectus Supplement dated February 25,2019
42482 | An7 84 I z424b2.htm 42482
Use these links to rapidly review the document
TABLE OF CONTENTS
TABLE OF CONTENTS
Table of Contents
PROSPECTUS SUPPLEMENT
(To prospectus dated October 30, 2018)
Page I of 47
X'iled Pursuant to Rule 424(b)Q)
Registration N o. 333-227 592
PacIFIEORP
A BE8|(SHIRE HATHAWAY ENEN6Y COMPANY
$400,000,000 First Mortgage Bonds 3.500% Series Drue 2029
$6000000,000 First Mortgage Bonds 4.L50o/o Series Due 2050
PacifiCorp is offering $400,000,000 aggregate principal amount of its 3.500% first mortgage bonds due 2029 (the
"2029 bonds"), and $600,000,000 aggregate principal amount ofits 4.150% first mortgage bonds due 2050 (the "2050
bonds" and together with the 2029 bonds, the "bonds"). We will pay interest semi-annually onthe 2029 bonds on June l5
and December 15 of each year, beginning on June 15,2019. We will pay interest semi-annually on the 2050 bonds on
February l5 and August l5 ofeach year, beginning on August 15,2019.
We may redeem some or all of each series of the bonds at any time before maturity at the applicable redemption price
described under the caption "Description of the Bonds-Optional Redemption."
We will not apply for listing of any series of the bonds on any securities exchange or include them in any automated
dealer quotation system. Currently, there is no public market for any series of the bonds.
Investing in the bonds involves risks. See "Risk Factors" on page S-7 for information on
certain matters you should consider before purchasing the bonds.
Per 2029 Bond Per 2050 Bond Total
Public Offering Price( I )99.815%99.535% $996,470,000
Underwriting Discount(2)0.6000/o 0.800%$7,200,000
Proceeds to PacifiCorp (Before Expenses)99.215o/o 98.735%$999,270,000
(l) Plus accrued interest, if any, from March 1, 2019
(2)The Underwriters have agreed to make a payment to us in an amount equal to $1,000,000 in respect of expenses
incurred by us in connection with the offering. See "Underwriting."
The underwriters expect to deliver each series ofthe bonds to purchasers in book-entry form only through The
Depository Trust Company on or about March 1,2019.
https://www.sec.gov/Archives/edgar/data/7559410001047469190007131a22378412424b2.htm 315/2019
Page 2 of 47
Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or
disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is
truthful or complete. Any representation to the contrary is a criminal offense.
Joint Book-Running Managers
J.P. Morgan MUFG
KeyBanc Capital Markets
PNC Capital Scotiabank TD Securities
Markets LLC
SMBC Nikko
The date of this prospectus supplement is February 25,2019
https://www.sec.gov/Archives/edgar/data/755941000104746919000713/A2378412424b2.htm 31512019
Page 3 of 47
Table of Contents
TABLE OF'CONTENTS
Prospectus Supplement
Alternative Settlement Date
About This Prospectus Supplement
Prosoectus Supolement Summarv
About PacifiCom
The Offerine
Risk Factors
Summarv Consolidated Financial Information
Use ofProceeds
Capitalization
Descriotion of the Bonds
Certain U.S. Federal Income Tax Considerations
Benefi t Plan Investor Considerations
Underwriting
Lesal Matters
Experts
Incomoration Bv Reference
Prospectus
About This Prospectus
Forward-Lookine Statements
The Comoanv
Nsk Factors
Consolidated Ratios of Earnines to Fixed Charses
Use ofProceeds
Where You Can Find More Information
Description of Additional Bonds
Book-Entrv. Deliverv and Form
Plan of Distribution
Leeal Matters
Experts
Page
s-l
s-l
s-2
s-2
s-4
s-7
s-7
s-8
s-8
s-9
s-12
s-16
s-18
s-23
s-23
s-23
Page
-tI
-t
2
J
3!
5
2
t2
l3
l3
https://www.sec.gov/Archives/edgar/data/75594/0001047469190007131a22378412424b2.htm 31512019
Page 4 of 47
Table of Contents
ALTERNATIVE SETTLEMENT DATE
We expect that delivery of each series of the bonds will be made against payment therefor on or about the closing
date specified on the cover page of this prospectus, which will be the fourth business day following the date of pricing of
the bonds (this settlement cycle being referred to as "T+4"). Under Rule l5c6-l of the U.S. Securities Exchange Act of
1934 (the "Exchange Act"), trades in the secondary market generally are required to settle in two business days, unless the
parties to any such trade expressly agree otherwise. Accordingly, the purchasers who wish to trade the bonds on the date
of pricing or the next succeeding business day will be required, by virtue of the fact that the bonds initially will settle in
T+4, to specifu alternative settlement ilrangements at the time of any such trade to prevent a failed settlement. Purchasers
ofany series ofthe bonds who wish to trade the bonds on the date ofpricing or the next succeeding business day should
consult their own advisor.
ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is the prospectus supplement, which describes the specific terms of each
series of the bonds we are offering and certain other matters relating to us and our financial condition. The second part, the
accompanying prospectus, gives more general information about securities we may offer from time to time, some of which
does not apply to the bonds we are offering. You should read both this prospectus supplement and the accompanying
prospectus, together with the documents incorporated by reference, any related freewriting prospectus issued by us and the
additional information described in the accompanying prospectus under the heading "Where You Can Find More
Information." If the description of the bonds in the prospectus supplement or any related freewriting prospectus issued by
us differs from the description in the accompanying prospectus, the description in the prospectus supplement or the related
freewriting prospectus issued by us supersedes the description in the accompanying prospectus.
This prospectus supplement, or the information incorporated by reference, may add to, update or change information
in the accompanying prospectus. If information in this prospectus supplement or in the information incorporated by
reference is inconsistent with the accompanying prospectus, this prospectus supplement, or the information incorporated
by reference, will apply and will supersede that information in the accompanying prospectus. The information we have
included in this prospectus supplement and the accompanying prospectus is accurate only as ofthe date ofthis prospectus
supplement or the accompanying prospectus, and any information we have incorporated by reference is accurate only as of
the date ofthe document incorporated by reference. Our business, financial condition, results ofoperations and prospects
may have changed since those dates.
You should rely only on the information contained in or incorporated by reference in this prospectus supplement or
the accompanying prospectus. We have not, and the underwriters have not, authorized anyone to provide you with
different information. If anyone provides you with different or inconsistent information, you should not rely on it.
This prospectus supplement and the accompanying prospectus do not constitute an offer to sell, or the solicitation of
an offer to buy, any securities other than the registered securities to which they relate, nor do this prospectus supplement
and the accompanying prospectus constitute an offer to sell or a solicitation of an offer to buy these securities in any
jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction.
s-l
https://www.sec.gov/Archives/edgar/data/7559410001047469190007131a22378412424b2.htm 31512019
Page 5 of 47
Table of Contents
PROSPECTUS SUPPLEMENT SUMMARY
In this prospectus supplement, unless otherwise indicated or unless the contexl otherwise requires, the words
"Company," "we," "our," "us" and "PaciJiCorp" refer to PacifiCorp, an Oregon corporation, and its subsidiaries.
Referencestothe"Mortgage"aretotheMortgageandDeedofTrust,datedasofJanuary9,1989,asamendedand
supplemented, with The Bank of New York Mellon Trust Company, N.A., as successor trustee.
Thefollowing summary contains basic information about PactfiCorp and this ffiring. It may not contain all
of the information that is important to you. The "Description of the Bonds" section of this prospectus supplement
contains more detailed information regarding the terms and conditions of the bonds. The following summary is
qualified in its entirety by reference to the detailed information appearing elsewhere in this prospectus supplement,
lhe accompanying prospectw and by the documents incorporated by reference into lhis prospectus supplement.
ABOUT PACIFICORP
PacifiCorp, an indirect wholly owned subsidiary of Berkshire Hathaway Energy Company ("BFIE"), is 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. PacifiCorp is principally
engaged in the business of generating, transmitting, distributing and selling electricity. PacifiCorp's combined
service territory covers approximately 141,400 square miles and includes diverse regional economies across six
states. No single segment of the economy dominates the service territory, which helps mitigate PacifiCorp's
exposure to economic fluctuations. In the eastem portion of the service tenitory, consisting of Utah, Wyoming and
southeastern Idaho, the principal industries are manufacturing, mining or extraction ofnatural resources,
agriculture, technology, recreation and govemment. In the western portion of the service territory, consisting of
Oregon, southern Washington and northern California, the principal industries are agriculture, manufacturing, forest
products, food processing, technology, govemment and primary metals. In addition to retail sales, PacifiCorp buys
and sells 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 PacifiCorp subsidiaries support its electric utility
operations by providing coal mining services.
PacifiCorp's operations are conducted under numerous franchise agreements, certificates, permits and licenses
obtained from federal, state and local authorities. The average term ofthe franchise agreements is approximately
24 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. PacifiCorp
generally has an exclusive right to serve electric customers within its service territories and, in turn, has 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 PacifiCorp an opportunity to recover its costs of
providing services and to earn a reasonable return on its investments.
PacifiCorp's principal executive offices are located at 825 N.E. Multnomah Street, Portland, Oregon 97232, its
telephone number is [phone] and its internet address is www.pacificorp.com. PacifiCorp was initially
incorporated in I 910 under the laws of the state of Maine under the name Pacific Power & Light Company. In I 984,
Pacific Power & Light Company changed its name to PacifiCorp. In 1989, it merged with Utah Power and Light
Company, a Utah corporation, in a transaction wherein both corporations merged into a newly formed Oregon
corporation. The resulting Oregon corporation was re-named PacifiCorp, which is the operating entity today.
PacifiCorp delivers electricity to customers in Utah, Wyoming and Idaho under the trade name Rocky Mountain
Power and to customers in Oregon, Washington and California under the trade name Pacific Power.
https://www.sec.gov/Archives/edgarldata/7559410001047469190007131a22378412424b2.htm 31512019
Page 6 of 47
s-2
https://www.sec.gov/Archives/edgar/data/7559410001047469190007131a22378412424b2.htrn 31512019
PageT of47
Table of Contents
s-3
BIIE controls substantially all of PacifiCorp's voting securities, which include both common and prefened
stock.
For additional information concerning our business and affairs, including our capital requirements, external
financing arrangements and pending legal and regulatory proceedings, including descriptions ofthose laws and
regulations to which we are subject, prospective purchasers should refer to the documents incorporated by reference
into this prospectus supplement as described in the sections entitled "lncorporation by Reference" elsewhere in this
prospectus supplement and "Where You Can Find More Information" in the accompanying prospectus.
https://www.sec.gov/Archives/edgarldatal7559410001047469l90007l3la223784lz424b2.htrn 31512019
Page 8 of47
Table of Contents
THE OFFERING
Issuer PacifiCorp.
Bonds Offered $400,000,000 aggregate principal amount of
3.500% First Mortgage Bonds due 2029 (the
"2029 bonds").
$600,000,000 aggregate principal amount of
4.750o/o First Mortgage Bonds due 2050 (the
"2050 bonds").
Indenture The bonds will be issued pursuant to a
Supplemental Indenture to the Mortgage.
Maturity Date The 2029 bonds will mature on June 15,2029
The 2050 bonds will mature on February 15,
20s0.
Interest Payment Dates We will pay interest on the 2029 bonds semi-
annually on June I 5 and December I 5 each year,
beginning on June 15,2019.
We will pay interest on the 2050 bonds semi-
annually on February 15 and August 15 each
year, beginning on August 15,2019.
Optional Redemption
2029 Bonds Prior to March 15, 2029 (which is the date that is
three months prior to the maturity of the 2029
bonds (the "2029 Par Call Date")), we may
redeem the bonds, at our option, in whole at any
time or in part from time to time, at a redemption
price equal to the greater of:
(l ) 100% of the principal amount of the 2029
bonds then outstanding to be redeemed; or
(2) the sum ofthe present values ofthe
remaining scheduled payments of principal
and interest on the 2029 bonds to be
redeemed that would be due if the 2029
bonds matured on the 2029 Par Call Date
(not including any portion ofinterest
accrued as ofthe redemption date)
discounted to, but not including, the
redemption date on a semi-annual basis
(assuming a 360-day year consisting of
https://www.sec.gov/Archives/edgarldata/755941000104746919000713 /a22378412424b2.htm 31512019
Page 9 of 47
twelve 30-day months) at the Treasury Rate
plus l5 basis points;
plus, for (l) or (2) above, whichever is
applicable, accrued and unpaid interest, if any, on
such 2029 bonds to the date of redemption. See
"Description of the Bonds-Optional
Redemption."
On or after the 2029 Par Call Date, we may
redeem the 2029 bonds, in whole at any time or
in part from time to time, at a redemption price
equal to 100% ofthe principal amount ofthe
2029 bonds to be redeemed, plus accrued and
unpaid interest thereon, if any, to the date of
redemption.
s-4
https://www.sec.gov/Archives/edgarldata/7559410001047469190007131a22378412424b2.htm 31512019
Page l0 of47
Table of Contents
2050 Bonds Prior to August 15,2049 (which is the date that is
six months prior to the maturity of the 2050
bonds (the "2050 Par Call Date")), we may
redeem the 2050 bonds, at our option, in whole at
any time or in part from time to time, at a
redemption price equal to the greater of:
(l) 100% ofthe principal amount ofthe 2050
bonds then outstanding to be redeemed; or
(2) the sum ofthe present values ofthe
remaining scheduled payments of principal
and interest on the 2050 bonds to be
redeemed that would be due if the 2050
bonds matured on the 2050 Par Call Date
(not including any portion ofinterest
accrued as of the redemption date)
discounted to, but not including, the
redemption date on a semi-annual basis
(assuming a 360-day year consisting of
twelve 30-day months) at the Treasury Rate
plus 20 basis points;
plus, for (1) or (2) above, whichever is
applicable, accrued and unpaid interest, ifany, on
such 2050 bonds to the date ofredemption. See
"Description of the Bonds--{ptional
Redemption."
On or after the 2050 Par Call Date, we may
redeem the 2050 bonds, in whole at any time or
in part from time to time, at a redemption price
equal to 100% ofthe principal amount ofthe
2050 bonds to be redeemed, plus accrued and
unpaid interest thereon, ifany, to the date of
redemption.
Sinking Fund The bonds will not be subject to a mandatory
sinking fund.
Ranking and Security The bonds will be secured by a first mortgage
lien on certain utility property owned by us. The
bonds will be equally and ratably secured with all
other bonds issued under the Mortgage. The lien
of the Mortgage is subject to certain exceptions.
See "Description of the Bonds-Ranking and
Security."
Covenants The Mortgage contains a number of covenants by
us for the benefit ofthe holders ofthe bonds,
including provisions requiring us to maintain the
mortgaged property as an operating system or
systems capable of engaging in all or any of the
generating, transmission, distribution or other
utility businesses described in the Mortgage. See
https://www.sec.gov/Archives/edgarldata/7559410001047469190007131a22378412424b2.htm 3/512019
Pagellof4T
"Description of Additional Bonds-Certain
Covenants" in the accompanying prospectus.
Use of Proceeds We intend to use the net proceeds from the sale
ofthe bonds to fund capital expenditures and for
general corporate purposes, including repayment
of short-term debt that was partially incurred to
repay $350 million aggregate principal amount of
our 5.507o bonds due January 2019. Please read
"Use of Proceeds."
s-5
https://www.sec.gov/Archives/edgarldata/7559410001047469190007131a22378412424b2.htrn 31512019
Page 12 of 47
Table of Contents
s-6
Trustee The Bank of New York Mellon Trust Company,
N.A. will be the trustee for the holders of the
bonds. See "Description of Additional
Bonds-The Mortgage Trustee" in the
accompanying prospectus.
Settlement Delivery ofeach series ofthe bonds offered
hereby will be made against payment therefor on
or about March l, 2019. Please read "Altemative
Settlement Date."
https://www.sec.gov/Archives/edgarldata/7559410001047469190007131a22378412424b2.htm 315/2019
Page 13 of 47
Table of Contents
RISK FACTORS
Investing in the bonds involves risk. Before purchasing the bonds, you should carefully consider the risk factors
included in the accompanying prospectus starting on page 2 and our Annual Report on Form l0-K for the year ended
December 3 I , 201 8 (the "Form l0-K'), which is incorporated by reference herein. You should also read and consider the
other information contained in this prospectus supplement, the accompanying prospectus and the documents incorporated
by reference herein and therein in order to evaluate an investment in the bonds. See "Incorporation by Reference" on
page S-23 in this prospectus supplement and "Where You Can Find More Information" on page 4 in the accompanying
prospectus. Additional risks and uncertainties that are not presently known or that are currently deemed immaterial may
also materially harm our business, operating results and financial condition and could result in a loss on your investment.
SUMMARY CONSOLIDATf,D FINANCIAL INFORMATION
We have derived the summary consolidated financial information presented below from our audited historical
consolidated financial statements as of and for the years ended December 3 I , 201 8 and 20 I 7. This summary consolidated
financial information should be read together with, and is qualified in its entirety by reference to, our consolidated
financial statements and Management's Discussion and Analysis of Financial Condition and Results of Operations
contained in the Form 10-K.
Years Ended
December 31,
2018 2017
(in millions)
Consolidated Statements of Operations Information :
Operating revenue
Operating income
Net income
Other Consolidated Financial Information:
Net cash flows from operating activities
Net cash flows from investing activities
Net cash flows from financing activities
Years Ended
December 31,2018 2017
-(i-nillio;f
Consolidated Balance Sheet Information:
Total assets
Long-term debt and capital lease obligations(l)
Pacifi Corp shareholders' equity
$ 5,026 5,2371,051 1,440738 768
$ 1,811 1,602(1,2s2) (7 s7)(4e6) (84e)
$ 22,313
7,036
7,845
21,920
7,025
7,555
(l) Includes current portion
s-7
https://www.sec.gov/Archives/edgarldata/7559410001047469190007131a22378412424b2.htm 31512019
Page 14 of 47
Table of Contents
USE OF PROCEEDS
We intend to use the net proceeds from the sale ofthe bonds to fund capital expenditures and for general corporate
purposes, including repayment of short-term debt that was partially incurred in January 2019 to repay $350 million
aggregate principal amount of our 5.50% bonds due January 20 19. As of February 22, 2019 we had approximately
$235 million of commercial paper outstanding maturing in February 2019, with a weighted average interest rate of 2.66%o.
CAPITALIZATION
The table below shows our capitalization on a consolidated basis as of December 3 l, 201 8. The "As Adjusted"
column reflects our capitalization as ofthat date after giving effect to this offering ofbonds and the use ofthe net proceeds
from this offering. You should read this table along with the Consolidated Financial Statements contained in the
Form l0-K.
As of December 31, 2018
Amounts
As Adjusted
Amounts
Short-term debt
Long-term debt and capital lease obligations,
currently maturing
Long-term debt and capital lease obligations,
net of current maturities
Total short- and long-term debt
Preferred stock
Total common equity
Total capitalization
(in millions)(in millions)
0.2% $$uov,30
352
6,684
2.4
44.8
2 0.0
7,684 49.s
7,066 47.4 7,68620.027,843 52.6 7,843$ta,giT _.too.g*S'5J3T
49.5
50.5
roo-ox
0.0
s-8
hups://www.sec.gov/Archives/edgarldatal7559410001047469190007l3la223784lz424b2.htm 31512019
Page 15 of 47
Table of Contents
DESCRIPTION OF THE BONDS
Each series of the bonds will be issued pursuant to a thirtieth supplemental indenture to the Mortgage (the
"Supplemental Indenture"). The terms of each series of the bonds include those stated in the Mortgage, the Supplemental
Indenture and those made part of the Mortgage by reference to the U.S. Trust Indenture Act of 1939, as amended.
Set forth below is a description of the specific terms of each series of the bonds. The following description is not
complete in every detail and is subject to, and is qualified in its entirety by reference to, the Mortgage and the
Supplemental Indenture. Capitalized terms used in this "Description of the Bonds" section that are not defined in this
prospectus supplement have the meanings given to them in the Mortgage or the Supplemental Indenture.
General
Each series of the bonds will be issued as a series of First Mortgage Bonds under the Mortgage . The 2029 bonds will
initially be in aggregate principal amount of $400,000,000, and the 2050 bonds will initially be in aggregate principal
amount of $600,000,000. The entire principal amount of the 2029 bonds will mature and become due and payable,
together with any accrued and unpaid interest thereon, on June 15 , 2029 . The entire principal amount of the 2050 bonds
will mature and become due and payable, together with any accrued and unpaid interest thereon, on February 15, 2050.
The bonds are not subject to any sinking fund provision. Each series of the bonds is available for purchase in minimum
denominations of $2,000 and any integral multiple of $1,000 in excess thereof.
Interest
Each2029 bond will bear interest at the rate of 3.500% per annum from the date of original issuance. Interest on the
2029 bonds will be payable semi-annually in arrears on June l5 and December 15 of each year (each, an "Interest Payment
Date"). The initial Interest Payment Date is June 15, 2019.
Each 2050 bond will bear interest at the rate of 4.150o/o per annum from the date oforiginal issuance. Interest on the
2050 bonds will be payable semi-annually in arrears on February l5 and August I 5 of each year (each, an "Interest
Payment Date"). The initial Interest Payment Date is August 15,2019.
The amount ofinterest payable on each series ofthe bonds will be computed on the basis ofa 360-day year
consisting of twelve 30-day months. If any date on which interest is payable on the bonds is not a business day, then
payment of the interest payable on that date will be made on the next succeeding day which is a business day (and without
any additional interest or other payment in respect of any delay), with the same force and effect as if made on such date.
So long as the bonds remain in book-entry form only, the record date for each Interest Payment Date will be the close
ofbusiness on the business day before the applicable Interest Payment Date. Ifthe bonds are not all in book-entry form,
the record date for each Interest Payment Date will be the close of business on the 1st calendar day of the month in which
the applicable Interest Payment Date occurs (whether or not a business day).
Ranking and Security
Each series of the bonds will be issued under the Mortgage and secured by a first mortgage lien on certain utility
property owned from time to time by the Company. The lien of the Mortgage is subject to Excepted Encumbrances,
including tax and construction liens, purchase money liens and certain other exceptions. The bonds will be equally and
ratably secured with all other bonds issued under the Mortgage.
s-9
https://www.sec.gov/Archives/edgarldatal7559410001047469l90007l3la223784lz424b2.htm 31512019
Page 16 of 47
Table of Contents
Further Issuances
We may, from time to time, without notice to or the consent of the holders of the bonds, issue further bonds equal in
rank and having the same maturity, payment terms, redemption features, CUSIP numbers and other terms as the bonds
offered by this prospectus supplement, except for the issue date, issue price, payment of interest accruing prior to the issue
date of the further bonds and, under some circumstances, for the first payment of interest following the issue date of the
further bonds. These further bonds may be consolidated and form a single series with the bonds offered by this prospectus
supplement.
Optional Redemption
Prior to the 2029 Par Call Date (as defined below), we may redeem the 2029 bonds, at our option, in whole at any
time or in part from time to time, at a redemption price equal to the greater of:
I 00% of the principal amount of 2029 bonds then outstanding to be redeemed; or
the sum of the present values of the remaining scheduled payments of principal and interest onthe2029
bonds to be redeemed that would be due if the 2029 bonds matured onthe2029 Par Call Date (not
including any portion of interest accrued as of the redemption date) discounted to, but not including, the
redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at
the Treasury Rate, plus l5 basis points, as determined by an Independent Investment Banker;
plus, in either ofthe above cases, whichever is applicable, accrued and unpaid interest, ifany, on such2029 bonds to the
date of redemption.
On or after the 2029 Par Call Date, we may redeem the 2029 bonds, at our option, in whole at any time or in part
from time to time, at a redemption price equal to 100% of the principal amount of the 2029 bonds to be redeemed, plus
accrued and unpaid interest, if any, thereon to the date of redemption.
Prior to the 2050 Par Call Date (as defined below), we may redeem the 2050 bonds, at our option, in whole at any
time or in part from time to time, at a redemption price equal to the greater of:
. l00o/o ofthe principal amount of2050 bonds then outstanding to be redeemed; or
the sum ofthe present values ofthe remaining scheduled payments ofprincipal and interest on the 2050
bonds to be redeemed that would be due if the 2050 bonds matured on the 2050 Par Call Date (not
including any portion of interest accrued as of the redemption date) discounted to, but not including, the
redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at
the Treasury Rate, plus 20 basis points, as determined by an Independent Investment Banker;
plus, in either ofthe above cases, whichever is applicable, accrued and unpaid interest, ifany, on such 2050 bonds to the
date of redemption.
On or after the 2050 Par Call Date, we may redeem the 2050 bonds, at our option, in whole at any time or in part
from time to time, at a redemption price equal to 100% of the principal amount of the 2050 bonds to be redeemed, plus
accrued and unpaid interest, ifany, thereon to the date ofredemption.
We will mail a notice of redemption at least thirty days before the redemption date to each holder of bonds to be
redeemed. If we elect to partially redeem the bonds, the bonds to be redeemed will be selected by lot; provided, that if the
bonds are in book-entry only form, interests in such bonds shall be selected for redemption by The Depository Trust
Company in accordance with its standard procedures therefor.
s-10
https://www.sec.gov/Archives/edgarldata/7559410001047469190007131a22378412424b2.htm 31512019
Page 17 of47
Table of Contents
Unless we default in payment of the redemption price, on and after the redemption date, interest will cease to accrue
on each series ofthe bonds or portions thereofcalled for redemption.
"2029Par Call Date" means March 15,2029, which is the date that is three months prior to the maturity of the2029
bonds.
"2050 Par Call Date" means August 15,2049, which is the date that is six months prior to the maturity of the 2050
bonds.
"Comparable Treasury Issue" means the United States Treasury security selected by an Independent Investment
Banker as having a maturity comparable to the remaining term of the bonds to be redeemed (that would be due if the
bonds matured on the Par Call Date) that would be utilized, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such
bonds.
"lndependent Investment Banker" means an investment banking institution of intemational standing appointed by us.
"Reference Treasury Dealer" means a primary U.S. government securities dealer in New York City appointed by us.
"Reference Treasury Dealer Quotation" means, with respect to the Reference Treasury Dealer and any redemption
date, the average, as determined by us, ofthe bid and asked prices for the applicable Comparable Treasury Issue
(expressed in each case as a percentage ofits principal amount and quoted in writing to us by the Reference Treasury
Dealer at 5:00 p.m. on the third business day in New York City preceding such redemption date).
"Treasury Rate" means the rate per annum equal to the semi-annual equivalent or interpolated (on a day-count basis)
yield to maturity of the applicable Comparable Treasury Issue, assuming a price for such Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the applicable Reference Treasury Dealer Quotation for the
applicable redemption date.
s-l I
https://www.sec.gov/Archives/edgarldata/7559410001047469190007131a22378412424b2.htm 31512019
Page l8 of47
Table of Contents
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS
The following is a summary of certain United States federal income tax consequences of the purchase, ownership and
disposition of the bonds. It is included herein for general information only and does not address every aspect of the income
or other tax laws that may be relevant to investors in the bonds in light of their personal circumstances or that may be
relevant to certain types of investors subject to special treatment under United States federal income tax laws (for
example, financial institutions, former citizens or residents of the United States, tax-exempt organizations, insurance
companies, real estate investment trusts, regulated investment companies, persons that are broker-dealers, traders in
securities who elect the mark to market method of accounting for their securities, U.S. Holders (as defined below) that
have a functional currency other than the United States dollar, controlled foreign corporations, passive foreign investment
companies, corporations that accumulate earnings to avoid United States federal income tax, investors in partnerships or
other pass-through entities or persons subject to special tax accounting rules as a result of any item of gross income with
respect to the bonds being taken into account in an applicable financial statement). In addition, this summary does not
address the effect of United States federal alternative minimum tax. or any state, local or foreign tax laws that may be
applicable to a particular holder and does not consider any aspects of United States federal tax law other than income
taxation. This discussion is limited to initial purchasers of the bonds issued pursuant to this prospectus supplement who
purchase the bonds for an amount ofcash equal to their offering price and who hold the bonds as capital assets under
Section l22l of the United States Internal Revenue Code of 1 986, as amended (the "Code") and not as part of a straddle,
hedging, integrated, conversion or constructive sale transaction, or as part of a "synthetic security" or other similar
financial transaction. Persons considering the purchase, ownership or disposition ofthe bonds should consult their tax
advisors conceming the United States federal tax consequences thereof in light of their particular situations as well as any
consequences arising under the laws ofany other taxingjurisdiction. Furthermore, the discussion below is based upon
provisions of the Code, the legislative history thereof, existing and proposed Treasury regulations, administrative rulings
andjudicial decisions, all as ofthe date hereof. Such authorities may be repealed, revoked or modified (including changes
in effective dates, and possibly with retroactive effect) so as to result in United States federal income tax consequences
different from those discussed below. We have not sought and will not seek any rulings from the U.S. Internal Revenue
Service ("IRS") with respect to the matters discussed below. There can be no assurance that the IRS will not take a
different position concerning the tax consequences ofthe purchase, ownership or disposition ofthe bonds or that any such
position would not be sustained. For purposes of the following discussion, a "U.S, Holder" means a benehcial owner of
the bonds that is, for United States federal income tax purposes:
An individual citizen or resident of the United States;
A corporation (or other entity treated as a corporation for United States federal income tax purposes)
created or organized in or under the laws of the United States, any state thereof or the District of Columbia;
An estate, the income of which is subject to the United States federal income tax regardless of source; or
A trust, if (a) a court within the United States is able to exercise primary supervision over administration of
the trust and one or more United States persons have authority to control all substantial decisions of the
trust or (b) it has a valid election in effect under applicable United States Treasury regulations to be treated
as a domestic trust.
For purposes of the following discussion, a "Non-U.S. Holder" means a beneficial owner of the bonds (other than a
partnership or an entity or arrangement classified as a partnership for United States federal income tax purposes) that is
not a U.S. Holder.
s-12
https://www.sec.gov/Archives/edgar/data/75594/0001047469190007131a22378412424b2.htm 31512019
Page 19 of 47
Table of Contents
If a partnership or an entity or arrangement treated as a partnership for United States federal income tax purposes
owns any of the bonds, the United States federal income tax treatment of a partner or an equiry interest owner of such
other entity will generally depend upon the status ofthe partner or owner and the activities ofthe partnership or other
entity. If you are a partner of a partnership or an equity interest owner of another entity or arrangement treated as a
partnership holding any ofthe bonds, you should consult your tax advisor regarding the U.S. federal income tax
consequences ofthe purchase, ownership and disposition ofthe bonds.
U.S. Holders
Payments of Interest
Ifthe bonds are issued at a discount, any such discount is expected to be less than the statutorily defined de minimis
amount of original issue discount. Accordingly, interest on the bonds will generally be taxable to a U.S. Holder as
ordinary interest income at the time it accrues or is received in accordance with the U.S. Holder's method of accounting
for United States federal income tax purposes. The following discussion assumes the bonds will be issued without, or with
less than, the statutorily defined de minimis amount of original issue discount.
Sale, Exchange, Redemption or Other Taxable Disposition of Bonds
Upon the sale, exchange, redemption or other taxable disposition of a bond, a U.S. Holder generally will recognize
gain or loss equal to the difference between (l) the amount ofcash and the fair market value ofany property received on
such disposition (less an amount equal to any accrued and unpaid stated interest, which will be taxable as interest income,
as discussed above) and (2) such holder's adjusted tax basis in such bond. A U.S. Holder's adjusted tax basis in a bond
generally will equal the amount paid for the bond less any principal repayments previously received by such holder. Gain
or loss recognizedby a U.S. Holder in respect of the disposition generally will be capital gain or loss, and will be long-
term capital gain or loss if the U.S. Holder has held the bond for more than one year at the time of such disposition. Long-
term capital gains of certain noncorporate U.S. Holders are entitled to reduced rates of taxation. The deductibility of
capital losses is subject to limitations.
Additional Tax on Net Investment Income
U.S. Holders that are not corporations generally will be subject to a3.8%o tax (the "Medicare tax") on the lesser of
(l) the U.S. Holder's "net investment income" for the taxable year and (2) the excess of the U.S. Holder's modified
adjusted gross income for the taxable year over a certain threshold amount. A U.S. Holder's net investment income
generally will include any income or gain recognized by such holder with respect to the bonds, unless such income or gain
is derived in the ordinary course ofthe conduct ofsuch holder's trade or business (other than a trade or business that
consists of certain passive or trading activities). A U.S. Holder that is not a corporation should consult its tax advisor
regarding the applicability of the Medicare tax to its income and gains in respect of its investment in the bonds.
Non-U.S. Holders
Payments of Interest
Subject to the discussions of FATCA and backup withholding below, payments of interest on the bonds to a
Non-U.S. Holder generally will not be subject to United States federal income or withholding tax, provided that (l) the
Non-U.S. Holder does not actually or constructively own 70o/o or more of the total combined voting power of all classes of
our stock entitled to vote, (2) the Non-U.S. Holder is not (a) a controlled foreign corporation that is related to us through
actual or deemed stock ownership or (b) a bank receiving interest on the bonds in connection with an extension of credit
made
s-13
https://www.sec.gov/Archives/edgar/data/7559410001047469190007131a22378412424b2.htm 3l5lT0l9
Page 20 of 47
Table of Contents
pursuant to a loan agreement entered into in the ordinary course ofbusiness, (3) such interest is not effectively connected
with the conduct by the Non-U.S. Holder of a trade or business within the United States and (4) the Non-U.S. Holder
provides appropriate documentation, generally a completed IRS Form W-8BEN-E or W-8BEN (or other applicable form),
establishing that the Non-U.S. Holder is not a U.S. person within the meaning of the Code.
If a Non-U.S. Holder cannot satisfu the requirements in the preceding paragraph, payments of interest made to such
Non-U.S. Holder generally will be subject to the 30% United States federal withholding tax, unless such Non-U.S. Holder
provides us or our paying agent with a properly executed (l) IRS Form W-8BEN or W-8BEN-E (or other applicable form)
claiming an exemption from or reduction in withholding under the benefit of an applicable income tax treaty or (2) IRS
Form W-8ECI (or other applicable form) stating that interest paid on the bonds is not subject to withholding tax because it
is effectively connected with such Non-U.S. Holder's conduct of a trade or business in the United States. If interest on the
bonds is effectively connected with the conduct by a Non-U.S. Holder of a trade or business within the United States (and,
if an applicable income tax treaty applies, is attributable to a United States permanent establishment maintained by the
Non-U.S. Holder), such interest generally will be subject to United States federal income tax on a net income basis at the
rate applicable to U.S. persons (and, in the case of Non-U.S. Holders that are corporations, may also be subject to a 30%
branch profits tax, unless such rate is reduced by an applicable income tax treaty).
Sale, Exchange, Redemption or Other Taxable Disposition of Bonds
Subject to the discussions of FATCA and backup withholding below, and except with respect to accrued but unpaid
interest (which may be subject to tax as described above under the heading "Payments of Interest"), any gain realized by a
Non-U.S. Holder on the sale, exchange, redemption or other taxable disposition of the bonds generally will not be subject
to United States federal income or withholding tax, unless (l) such gain is effectively connected with the conduct by such
Non-U.S. Holder of a trade or business within the United States (and, if an applicable income tax treaty applies, is
attributable to a United States permanent establishment maintained by the Non-U.S. Holder), in which case such gain will
be taxed on a net income basis in the same manner as interest that is effectively connected with the Non-U.S. Holder's
conduct of a trade or business within the United States (and, in the case of Non-U.S. Holders that are corporations, may
also be subject to a30o/o branch profits tax, unless such rate is reduced by an applicable income tax treaty) or (2) the
Non-U.S. Holder is an individual who is present in the United States for 183 days or more in the taxable year of
disposition and certain other conditions are satished, in which case the Non-U.S. Holder generally will be subject to a
30o/otax (or such lower rate specified by any applicable income tax treaty) on the excess, ifany, ofsuch gain plus all other
United States source capital gains recognized during the same taxable year over the Non-U.S. Holder's United States
source capital losses recognized during such taxable year.
Foreign Accounts Tax Compliance Act ("FATCA")
Under Sections 1471 to 1474 of the Code, Treasury regulations promulgated thereunder and applicable administrative
guidance (collectively, "FATCA"), U.S. withholding tax may also apply to certain types of payments made to "foreign
financial institutions," as defined under such rules, and certain other non-U.S. entities. FATCA imposes a 30olo
withholding tax on payments ofinterest ono and (subject to the proposed Treasury regulations discussed below) the gross
proceeds from the sale, retirement or other disposition of, bonds paid to a foreign financial institution unless the foreign
financial institution enters into an agreement with the U.S. Treasury and complies with the reporting and withholding
requirements thereunder or, in the case ofa foreign financial institution in ajurisdiction that has entered into an
intergovernmental agreement with the United States, complies with the requirements of such agreement. In addition,
FATCA imposes a 30% withholding tax on the same types of payments to a non-financial foreign entity unless the entity
certifies that it does not have any
s-14
https://www.sec.gov/Archives/edgar/datal75594/0001047469190007131a2%78412424b2.htm 3/512019
Page 2l of 47
Table of Contents
substantial U.S. owners or furnishes identifying information regarding each substantial U.S. owner. Recently proposed
Treasury regulations eliminate withholding under FATCA on payments of gross proceeds. Taxpayers may rely on these
proposed Treasury regulations until final Treasury regulations are issued, but such Treasury regulations are subject to
change. An applicable intergovernmental agreement regarding FATCA between the United States and a foreign
jurisdiction may modifr the rules discussed in this paragraph. Prospective investors should consult their tax advisors
regarding FATCA.
Information Reporting and Backup Withholding
A U.S. Holder may be subject to information reporting on payments of interest made by us on, or the proceeds of the
sale, retirement or other disposition of, the bonds unless the U.S. Holder is an exempt recipient. A U.S. Holder may also
be subject to United States federal backup withholding ifthe recipient ofthe payment fails to supply an accurate taxpayer
identification number or otherwise fails to comply with applicable United States information reporting and certification
requirements. Payments of interest made by us to a Non-U.S. Holder generally will be reported annually to the IRS
regardless of whether withholding was reduced or eliminated by the portfolio interest exemption or an applicable income
tax treaty. Copies of the information retums reflecting interest in respect of the bonds also may be made available to the
tax authorities in the country in which the Non-U.S. Holder is a resident under the provisions of an applicable income tax
treaty or information sharing agreement. A Non-U.S. Holder generally will not be subject to additional information
reporting or backup withholding with respect to payments on the bonds or to information reporting or backup withholding
with respect to the proceeds from the sale, retirement or other disposition of the bonds so long as the holder has fumished
the payor or broker a valid IRS Form W-8 or otherwise establishes an exemption. Any amount withheld under the backup
withholding rules may be allowable as a refund or credit against the holder's United States federal income tax, provided
that the required information is timely fumished to the IRS.
PROSPECTIVE INVESTORS ARE ADVISED TO CONSULT THEIR TAX ADVISORS CONCERNING
THE APPLICATION OF THE UNITED STATES F'EDERAL TAX LAWS TO THEIR PARTICULAR
CIRCUMSTANCES AS WELL AS ANY TAX CONSEQUENCES ARISING UNDER THE LAWS OF ANY
STATE, LOCAL OR FOREIGN TAXING JURISDICTION PRIORTO MAKING SUCH INVESTMENT.
s-l 5
https://www.sec.gov/Archives/edgar/data/7559410001047469190007131a22378412424b2.htm 31512019
Page 22 of 47
Table of Contents
BENEFIT PLAN INVESTOR CONSIDERATIONS
Any of the bonds may be purchased and held by or with the assets of an employee benefit plan subject to Title I of
the U.S. Employee Retirement Income Security Act of 1974, as amended ('ERISA"), an individual retirement account or
annuity or other plan or arrangement subject to Section 4975 of the Code (together with plans subject to Title I of ERISA,
"ERISA Plans") or an employee benefit plan sponsored by a state or local government or otherwise subject to laws that
include restrictions substantially similar to ERISA and Section 4975 of the Code (any such law, a "Similar Law," and
together with ERISA and Section 4975 of the Code, "Applicable Benefit Plan Regulations"). A fiduciary of an employee
benefit plan subject to any Applicable Benefit Plan Regulation(s) must determine that the purchase and holding of the
bonds are consistent with its fiduciary duties under such Applicable Benefit Plan Regulation(s). Such fiduciary, as well as
any other prospective investor subject to any Applicable Benefit Plan Regulation(s), must also determine that its purchase
and holding of the bonds will not result in a non-exempt prohibited transaction as defined in Section 406 of ERISA,
Section 497 5 of the Code or any Similar Law. Section 406 of ERISA and Section 4975 of the Code prohibit ERISA Plans
from engaging in specified transactions (including, without limitation, an extension of credit) involving plan assets with
persons who are "parties in interest" within the meaning of ERISA or "disqualified persons" within the meaning of
Section 4975 of the Code, unless a statutory, class or individual exemption applies. A party in interest or disqualified
person who engages in a nonexempt prohibited transaction may be subject to excise taxes, penalties or liabilities under
Applicable Benefit Plan Regulations, and the transaction may be subject to rescission or the purchaser may be required to
transfer the bonds to another person. A fiduciary ofan ERISA Plan or a plan subject to Similar Law that causes such
ERISA Plan or other plan to engage in a non-exempt prohibited transaction may be subject to penalties and liabilities
under Applicable Benefit Plan Regulations. In addition, an individual retirement account or annuity that engages in a
prohibited transaction may lose its tax-deferred status. Because each ofthe bonds constitutes an extension ofcredit by the
purchaser to us, the acquisition or holding of the bonds by an ERISA Plan or a plan subject to Similar Law with respect to
which we are considered a party in interest or a disqualified person might constitute or result in a direct or indirect
prohibited transaction, unless the investment is acquired in accordance with an applicable statutory, class or individual
prohibited transaction exemption. In this regard, the U.S. Department of Labor has issued prohibited transaction class
exemptions ("PTCEs") that may apply to the acquisition and holding of the bonds. These class exemptions include,
without limitation, PTCE 84-14, respecting transactions determined by independent qualified professional asset managers,
PTCE 90-1, respecting insurance company pooled separate accounts, PTCE 9l-38, respecting bank collective investment
funds, PTCE 95-60, respecting life insurance company general accounts and PTCE 96-23,respecting transactions
determined by in-house asset managers. In addition, Section 408(bXl7) of ERISA and Section 4975(d)(20) of the Code
provide relieffrom the prohibited transaction provisions ofERISA and Section 4975 ofthe Code for certain transactions,
provided that neither the issuer of the bonds nor a1y of its affiliates (directly or indirectly) has or exercises any
discretionary authority or control or renders any investment advice with respect to the assets of any ERISA Plan involved
in the hansaction and provided further that the ERISA Plan pays no more than adequate consideration in connection with
the transaction. Each of these PTCEs and statutory exemptions contain conditions and limitations on their application and
do not provide relieffrom the self-dealing prohibitions under ERISA and the Code. It should also be noted that even ifthe
conditions specified in one or more of these exemptions are met, the scope of relief provided by these exemptions may not
necessarily cover all acts that might be construed as prohibited transactions. There can be no, and we do not provide any,
assurance that any of these exemptions or any other exemption will apply with respect to the acquisition and holding of
the bonds. Because the bonds constitute an extension ofcredit by the purchaser to us each purchaser and transferee ofthe
bonds who is subject to any Applicable Benefit Plan Regulation(s) will be deemed to have represented by its acquisition
and holding ofthe bonds that its acquisition and holding ofthe bonds does not constitute
s-16
https://www.sec.gov/Archives/edgar/data{7559410001047469190007131a22378412424b2.htm 3/512019
Page 23 of 47
Table of Contents
or give rise to a non-exempt prohibited transaction under such Applicable Benefit Plan Regulation(s). Such purchaser or
transferee should consult legal counsel before purchasing the bonds. Nothing herein shall be construed as a representation
that an exemption from the prohibited transaction rules would apply to the acquisition or holding of the bonds or that an
investment in the bonds would meet any or all of the relevant legal requirements with respect to investments by, or is
appropriate for, an employee benefit plan or individual retirement account subject to any Applicable Benefit Plan
Regulation(s).
s-l 7
https://www.sec.gov/Archives/edgarldata/7559410001047469190007131a22378412424b2.htm 31512019
Page24 of 47
Table of Contents
UNDERWRITING
J.P. Morgan Securities LLC, MUFG Securities Americas Inc., PNC Capital Markets LLC, Scotia Capital (USA) Inc.
and TD Securities (USA) LLC are acting as our joint book-running managers for this offering and as representatives for
the underwriters named below. Subject to certain terms and conditions in the underwriting agreement dated the date of this
prospectus supplement, each underwriter has severally agreed to purchase, and we have agreed to sell to each underwriter,
the principal amount of bonds indicated in the following table:
Principal
Amount of
2029 Bonds
Principal
Amount of
2050 BondsUnderwriters
J.P. Morgan Securities LLC
MUFG Securities Americas Inc.
PNC Capital Markets LLC
Scotia Capital (USA) lnc.
TD Securities (USA) LLC
KeyBanc Capital Markets Inc.
SMBC Nikko Securities America, Inc.
Total
$ 70,400,000 $ 105,600,000
70,400,000 105,600,000
70,400,000 105,600,000
70,400,000 105,600,000
70,400,000 105,600,000
24,000,000 36,000,000
24,000,000 36,000,000
q_199,000,99q $_600,ooo,ggq
The underwriting agreement provides that the obligations of the underwriters to purchase the bonds included in this
offering are subject to approval of legal matters by counsel and to other conditions. The underwriters are obligated to
purchase all ofthe bonds ifthey purchase any ofthe bonds.
The underwriters propose to offer the bonds directly to the public at the public offering price set forth on the cover
page ofthis prospectus supplement. The underwriters may offer the 2029bonds and the 2050 bonds to selected dealers at
the public offering price less a concession not to exceed 0.35% ofthe principal amount ofthe 2029 bonds and 0.45oh of
the principal amount of the 2050 bonds. In addition, the underwriters may allow, and those selected dealers may reallow, a
concession not to exceed 0.20o/o of the principal amount of the 2029 bonds and 0.25%o of lhe principal amount of the 2050
bonds to certain other dealers. After the initial offering of the bonds to the public, the public offering price and
concessions may be changed.
Each series of the bonds is a new issue of securities with no established trading market. We have been advised by the
underwriters that the underwriters intend to make a market in the bonds but are not obligated to do so and may discontinue
market making at any time without notice. No assurance can be given as to the liquidity of any trading market for the
bonds.
In connection with this offering, the underwriters may purchase and sell each series of the bonds in the open market.
These transactions may include short sales, stabilizing transactions and purchases to cover positions created by short sales
Short sales involve the sale by the underwriters ofa greater number ofbonds than they are required to purchase in the
offering. Stabilizing transactions consist of certain bids or purchases made for the purpose of preventing or slowing a
decline in the market price of the bonds while the offering is in progress.
The underwriters may also impose a penalty bid. This occurs when a particular underwriter repays to another
underwriter a portion ofthe underwriting discount received by it because another underwriter has repurchased bonds sold
by or for the account of such underwriter in stabilizing or short covering transactions.
These activities by the underwriters, as well as other purchases by the underwriters for their own accounts, may
stabilize, maintain or otherwise affect the market price of each series of the bonds. As a
s- l8
hups://www.sec.gov/Archives/edgar/data17559410001047469190007131a22378412424b2.htrn 31512019
Page 25 of 47
Table of Contents
result, the price of the bonds may be higher than the price that otherwise would exist in the open market. If these activities
are commenced, they may be discontinued by the underwriters at any time. These transactions may be effected in the over-
the-counter market or otherwise.
We estimate that our total offering expenses, not including the underwriting discount, will be approximately
$1,075,000. This estimate includes expenses relating to printing, rating agency fees, trustee's fees and legal fees, among
other expenses. The underwriters have agreed to make a payment to us in an amount equal to $1,000,000 in respect of
expenses incurred by us in connection with the offering.
Affiliations
The underwriters and their respective affiliates are full service financial institutions engaged in various activities,
which may include securities trading, commercial and investment banking, financial advisory, investment management,
investment research, principal investment, hedging, financing and brokerage activities.
In the ordinary course of their various business activities, the underwriters and their respective affiliates may make or
hold a broad array ofinvestments and actively trade debt and equity securities (or related derivative securities) and
financial instruments (including bank loans) for their own account and for the accounts of their customers, and such
investment and securities activities may involve our or our affiliates' securities and instruments. Certain of the
underwriters or their affiliates that have a lending relationship with us routinely hedge, and certain other of those
underwriters or their affiliates may hedge, their credit exposure to us consistent with their customary risk management
policies. Typically, such underwriters and their affrliates would hedge such exposure by entering into transactions which
consist of either the purchase of credit default swaps or the creation of short positions in our securities, including
potentially the bonds offered hereby. Any such credit default swaps or short positions could adversely affect future trading
prices of the bonds. The underwriters and their respective affiliates may also make investment recommendations or
publish or express independent research views in respect of such securities or instruments and may at any time hold, or
recommend to clients that they acquire, long or short positions in such securities and instruments.
Certain of the underwriters and their affiliates have performed commercial banking, investment banking, corporate
trust and advisory services for us from time to time for which they have received customary fees and expenses. For
example, affiliates of several of the underwriters act as agents and as lenders under our credit facilities, which we may
repay from time to time with proceeds of the offering and for which they receive customary fees and expenses. The
underwriters may, from time to time, engage in transactions with and perform services for us or our affiliates in the
ordinary course oftheir business.
We have agreed to indemnifu each of the underwriters against certain liabilities, including liabilities under the U.S.
Securities Act of 1933, as amended, or to contribute to payments the underwriters may be required to make because of
those liabilities.
Selling Restrictions
European Economic Area
In relation to each member state of the European Economic Area ("EEA") that has implemented the Prospectus
Directive (each, a relevant member state), with effect from and including the date on which the Prospectus Directive is
implemented in that relevant member state, an offer of bonds described in this prospectus supplement may not be made to
the public in that relevant member state other than:
to any legal entity which is a qualified investor as defined in the Prospectus Directive;
s-19
https://www.sec.gov/Archives/edgar1data|7559410001047469190007131a22378412424b2.htm 31512019
Page 26 of 47
Table of Contents
to fewer than I 50 natural or legal persons (other than qualified investors as defined in the Prospectus
Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the
representatives for any such offer; or
in any other circumstances falling within Article 3(2) of the Prospectus Directive,
provided that no such offer ofbonds shall require us or any underwriter to publish a prospectus pursuant to Article 3 ofthe
Prospectus Directive,
For purposes of this provision, the expression an "offer of securities to the public" in any relevant member state
means the communication in any form and by any means of sufficient information on the terms of the offer and the bonds
to be offered so as to enable an investor to decide to purchase or subscribe for the bonds, as the expression may be varied
in that member state by any measure implementing the Prospectus Directive in that member state, and the expression
"Prospectus Directive" means Directive 200317llEC (as amended, including by Directive 2010173/EU) and includes any
relevant implementing measure in the relevant member state.
The bonds are not intended to be offered, sold or otherwise made available to and should not be offered, sold or
otherwise made available to any retail investor in the EEA. For these purposes, a retail investor means a person who is one
(or more) of: (i) a retail client as defined in point (l l) of Article 4(l ) of Directive 20l4l65lEU (as amended, "MiFID II");
or (ii) a customer within the meaning of Directive 2002/92/EC (as amended, the "Insurance Mediation Directive"), where
that customer would not qualifr as a professional client as defined in point (10) of Article 4(l) of MiFID II; or (iii) not a
qualified investor as defined in Directive 2003/71/EC (as amended, the "Prospectus Directive"). No key information
document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling
packaged retail and insurance-based investment products or otherwise making them available to retail investors in the
EEA has been prepared and therefore offering or selling the bonds or otherwise making them available to any retail
investor in the EEA may be unlawful under the PRIIPS Regulation.
Canada
The bonds may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited
investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(l) of the Securities Act
(Ontario), and are permitted clients, as defined in National Instrument 3 I - 1 03 Registration Requirements, Exemptions and
Ongoing Registrant Obligations. Any resale of the bonds must be made in accordance with an exemption from, or in a
transaction not subject to, the prospectus requirements ofapplicable securities laws.
Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for
rescission or damages if this prospectus supplement (including any amendment thereto) contains a misrepresentation,
provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the
securities legislation of the purchaser's province or tenitory. The purchaser should refer to any applicable provisions of the
securities legislation ofthe purchaser's province or territory for particulars ofthese rights or consult with a legal advisor.
Pursuant to Section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not
required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection
with this offering.
United Kingdom
This prospectus supplement is only being distributed to, and is only directed at, persons in the United Kingdom that
are qualified investors within the meaning of Article 2(l)(e) of the Prospectus Directive that are also (i) investment
professionals falling within Article l9(5) of the Financial Services
s-20
hups://www.sec.gov/Archives/edgar/data17559410001047469190007131a22378412424b2.htrn 31512019
Page27 of47
Table of Contents
and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (ii) high net worth entities, and other persons to
whom it may lawfully be communicated, falling within Article +9(2)(a) to (d) of the Order (each such person being
referred to as a "relevant person"). This prospectus supplement and its contents are confidential and should not be
distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United
Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any
ofits contents.
Switzerland
This prospectus supplement does not constitute an issue prospectus pursuant to Article 652a or Article I 156 of the
Swiss Code of Obligations and the new bonds will not be listed on the SIX Swiss Exchange. Therefore, this prospectus
supplement may not comply with the disclosure standards of the listing rules (including any additional listing rules or
prospectus schemes) of the SIX Swiss Exchange. Accordingly, the bonds may not be offered to the public in or from
Switzerland, but only to a selected and limited circle of investors who do not subscribe to the bonds with a view to
distribution. Any such investors will be individually approached by the underwriters from time to time.
Taiwan
The bonds may be made available for purchase outside Taiwan by investors residing in Taiwan (either directly or
through properly licensed Taiwan intermediaries acting on behalf of such investors) but may not be offered or sold in
Taiwan.
Hong Kong
The bonds may not be offered or sold in Hong Kong by means of any document other than (i) in circumstances which
do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), or
(ii) to "professional investors" within the meaning of the Securities and Futures Ordinance (Cap.57l, Laws of Hong
Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a
"prospectus" within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong) and no advertisement,
invitation or document relating to the bonds may be issued or may be in the possession of any person for the purpose of
issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be
accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with
respect to bonds which are or are intended to be disposed ofonly to persons outside Hong Kong or only to "professional
investors" within the meaning of the Securities and Futures Ordinance (Cap.57l, Laws of Hong Kong) and any rules
made thereunder.
Japan
The bonds offered in this prospectus supplement have not been and will not be registered under the Financial
Instruments and Exchange Law of Japan. The bonds have not been offered or sold and will not be offered or sold, directly
or indirectly, in Japan or to or for the account of any resident of Japan (including any corporation or other entity organized
under the laws of Japan), except (i) pursuant to an exemption from the registration requirements of the Financial
Instruments and Exchange Law and (ii) in compliance with any other applicable requirements of Japanese law.
Singapore
This prospectus supplement has not been registered as a prospectus with the Monetary Authority of Singapore.
Accordingly, this prospectus supplement and any other document or material in connection with the offer or sale, or
invitation for subscription or purchase, ofthe bonds may not be
s-21
hups://www.sec.gov/Archives/edgar/data/7559410001047469190007131a22378412424b2.htm 31512019
PageZ$ of 47
Table of Contents
circulated or distributed, nor may the bonds be offered or sold, or be made the subject of an invitation for subscription or
purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under
Section 274 ofthe Securities and Futures Act, Chapter 289 of Singapore (the USFA"), (ii) to a relevant person pursuant to
Section 275(l), or any person pursuant to Section 275(lA), and in accordance with the conditions specified in Section 275
of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the
SFA, in each case subject to compliance with conditions set forth in the SFA.
Where the bonds are subscribed or purchased under Section 275 ofthe SFA by a relevant person which is:
a corporation (which is not an accredited investor (as defined in Section 4A ofthe SFA)) the sole business
of which is to hold investments and the entire share capital of which is owned by one or more individuals,
each ofwhom is an accredited investor; or
a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each
beneficiary ofthe trust is an individual who is an accredited investor, shares, debentures and units ofshares
and debentures ofthat corporation or the beneficiaries'rights and interest (howsoever described) in that
trust shall not be transferred within six months after that corporation or that trust has acquired the bonds
pursuant to an offer made under Section 275 ofthe SFA except:
to an institutional investor (for corporations, under Section 274 ofthe SFA) or to a relevant person
defined in Section 27 5(2) of the SFA, or to any person pursuant to an offer that is made on terms
that such shares, debentures and units ofshares and debentures ofthat corporation or such rights
and interest in that trust are acquired at a consideration ofnot less than 5$200,000 (or its equivalent
in a foreign currency) for each transaction, whether such amount is to be paid for in cash or by
exchange of securities or other assets, and further for corporations, in accordance with the
conditions specified in Section 275 of the SFA;
where no consideration is or will be given for the transfer; or
where the transfer is by operation of law
Singapore Securities and Futures Act Product ClassiJication
Solely for the purposes of its obligations pursuant to sections 309B(l)(a) and 309B(1)(c) of the SFA, the Company
has determined, and hereby notifies all relevant persons (as defined in Section 309A. ofthe SFA) that the bonds are
"prescribed capital markets products" (as defined in the Securities and Futures (Capital Markets Products)
Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-Nl2: Notice on the Sale of
Investment Products and MAS Notice FAA-NI6: Notice on Recommendations on Investment Products).
United Arab Emirates
The bonds have not been, and are not being, publicly offered, sold, promoted or advertised in the United Arab
Emirates (including the Abu Dhabi Global Market and the Dubai International Financial Centre) other than in compliance
with the laws, regulations and rules of the United Arab Emirates, the Abu Dhabi Global Market and the Dubai
International Financial Centre goveming the issue, offering and sale of securities. Further, this prospectus supplement
does not constitute a public offer of securities in the United Arab Emirates (including the Abu Dhabi Global Market and
the Dubai International Financial Centre) and is not intended to be a public offer. This prospectus supplement has not been
approved by or filed with the Central Bank of the United Arab Emirates, the Securities and Commodities Authority, the
Financial Services Regulatory Authority or the Dubai Financial Services Authority.
s-22
https://www.sec.gov/Archives/edgar/data/75594/000104746919000713/A%78412424b2.htm 31512019
Page 29 of 47
Table of Contents
LEGAL MATTERS
Certain legal matters with respect to the bonds we are offering will be passed upon for us by the Chief Corporate
Counsel and Corporate Secretary ofBerkshire Hathaway Energy, as appointed counsel for PacifiCorp, and by Perkins
Coie LLP, Portland, Oregon. Certain legal matters will be passed upon for the underwriters by Latham & Watkins LLP,
New York, New York. Latham & Watkins LLP from time to time represents certain of our affiliates.
EXPERTS
The consolidated financial statements incorporated in this prospectus supplement by reference from PacifiCorp's
Annual Report on Form l0-K, 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.
INCORPORATION BY REFERENCE
We file annual, quarterly and current reports and other information with the SEC. The SEC maintains an internet site
at www.sec.gov that contains reports and other information regarding registrants that file electronically, including
PacifiCorp.
The SEC allows us to "incorporate by reference" the information that we file with it, which means that we can
disclose important information to you by referring you to another document separately filed with the SEC. The
information incorporated by reference is considered to be part ofthis prospectus supplement and the accompanying
prospectus. The information filed by us with the SEC in the future and incorporated by reference will automatically update
and supersede this information.
We incorporate by reference our filings listed below and any additional documents that we may file with the SEC
pursuant to Section l3(a), 13(c), 14 or l5(d) ofthe Exchange Act on or after the date ofthis prospectus supplement and
prior to the termination of this offering; except that we are not incorporating by reference any information fumished (but
not filed) under Item 2.02 or Item 7.01 of any Current Report on Form 8-K, unless specifically noted below:
our Annual Report on Form I 0-K for the year ended December 3 l, 201 8.
You may request a copy of these filings, at no cost, by writing or calling us at the following address or telephone
number:
PacifiCorp
Attention: General Counsel
825 N.E. Multnomah Street
Portland, Oregon97232
[phone]
s-23
https://www.sec.gov/Archives/edgarldata/75594/0001047469190007131a2?378412424b2.htm 31512019
Page 30 of47
Table of Contents
PROSPECTUS
PACIFICORP
s2,000,000,000
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 thereof will 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 Factors" section beginning on
page2 of this prospectus for information on ceftain matters you should consider before buying
our Securities.
NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED ORDISAPPROVED OF THESE SECURITIES ORDETERMINED IF THIS
PROSPECTUS IS TRUTTMUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
The date of this prospectus is October 30, 2018
https://www.sec.gov/Archives/edgar/data|7559410001047469190007131a22378412424b2.htm 31512019
Page 3l of 47
Table of Contents
TABLE OF'CONTENTS
ABOUTTHISPROSPECTUS 1
FORWARp-LOOKTNG STATEMENTS 1
THE COMPAITY -l
RISK FACTORS 2
CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES 3
USEOFPROCEEDS 3
WHERE YOU CANFIND MORE INFORMATION !
DESCRIPTION OF ADDITIONAL BONDS 5
BOOK-ENTRY. DELIVERY AND FORM 2
PLAN OF DISTRIBUTION 12
LEGAL MATTERS 13
EXPERTS 13
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/75594/0001047469190007131a22378412424b2.htm 31512019
Page 32 of 47
Table of Contents
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." lf 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 othenvise requires, in this prospectus, the words "PacifiCorp,"
"Company," "\ile," "our" and "us" referto 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 27Aofthe Securities Act of 1933, as amended (the "Securities Act") and Section 2lE ofthe 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.
THE COMPANY
We are a United States regulated electric utility company headquartered in Oregon that serves L9 million retail
electric customers in portions of Utah, Oregon, Wyoming, Washington, Idaho and
https://www.sec.gov/Archives/edgarldata/7559410001047469190007131a22378412424b2.htm 31512019
Page 33 of 47
Table of Contents
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 eastem portion of the service territory, consisting of Utah, Wyoming and southeastern Idaho, the
principal industries are manufacturing, mining or extraction ofnatural resources, agriculture, technology, recreation and
government. In the western portion of the service territory, consisting of Oregon, southem Washington and northem
California, the principal industries are agriculture, manufacturing, forest products, food processing, technology,
government and primary metals. In 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.
Our operations are conducted under numerous franchise agreements, certificates, permits and licenses obtained from
federal, state and local authorities. The average term ofthe 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 eam 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 California 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 [phone].
For additional information concerning our business and affairs, including our capital requirements, 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 considerthe
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.
2
https://www.sec.gov/Archives/edgar/data/7559410001047469190007131a22378412424b2.htm 31512019
Page 34 of 47
Table of Contents
ll/e have not appraised the collateral subject to the mortgage securing our Additionql Bonds ("Mortgaget') and, if there
is a default or aforeclosure sale, the value of the collateral may not be sulJicient to rcpay 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 etcisting marketfor the Securities, and we cqnnot assurc you thal an active trading marketfor the
Securilies w ill 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.
The terms of the Mortgage and the supplemental indentures do not prohibit us from incurring qdditional indebtedness,
which could adversely affect ourfinancial 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 ourtotal amount ofoutstanding 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
Years Ended December 31
Six-Month Period June 30.2018 2017 2016 2015
3.9x 3.9x 3.7x
20t4
3.6x
2013
3.5x3.0x
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
J
https:i/www.sec.gov/Archives/edgar/data/7559410001047469190007131a22378412424b2.htm 31512019
Page 35 of 47
Table of Contents
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 1-800-732-
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, otherthan any ofour SEC filings that are incorporated by reference herein, is not part
ofthis prospectus.
The SEC allows us to "incorporate by reference" the information we file with it, which means that we can disclose
important information to you by referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus and later information that we file with the SEC will automatically update or
supersede this information. We incorporate by reference the documents listed below and any future filings made with the
SEC under Sections l3(a), l3(c), 14 or l5(d) 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 lO-K for the year ended December 31,2017;
Quarterly Reports on Form l0-Q for the quarters ended March 31,2018 and June 30, 2018; and
. Current Reports on Form 8-K filed on January I l, 2018 and July 13, 2018.
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:
PacifiCorp
825 N.E. Multnomah Street, Suite 1900
Portland, Oregon97232
Telephone: [phone]
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.
4
https://www.sec.gov/Archives/edgar/data/75594/0001047469190007131a22378412424b2.htm 315/2019
Page 36 of 47
Table of Contents
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)
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;
5
https://www.sec.gov/Archives/edgar/datal75594/0001047469190007131a22378412424b2.htm 31512019
Page37 of47
Table of Contents
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 18.03) In addition, after-acquired property may be subject to a Class "A" Mortgage,
purchase money mortgages and other liens or defects in titl€.
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 l2 consecutive months out ofthe preceding l5 months, before interest expense and income taxes, being at
least twice the Annual Interest Requirements on all outstanding bonds issued under the Mortgage, all outstanding
Class "A" Bonds held other than by the Mortgage Trustee, all other indebtedness secured by a lien prior to the lien of the
Mortgage and all bonds then applied for in pending bond issuance applications 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 ofnatural gas.
(Section 1.04)
6
https://www.sec.gov/Archives/edgar/data/7559410001047469190007131a22378412424b2.htrn 31512019
Page 38 of47
Table of Contents
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) Properfy Additions, after making adjustments for certain prior lien bonds outstanding against Property
Additions; and/or
(4) a waiver ofthe right to issue bonds on the basis ofthe released property,
Funded Cash, as defined in Section 1.05 of the Mortgage, may be withdrawn upon the bases stated in (3) and
(4) above. Property that does not constitute Funded Property, as defined in Section I .05 of the Mortgage, may be released
without substituting other Funded Property. Similar provisions are in effect as to cash proceeds from such property. The
Mortgage contains special provisions with respect to certain prior lien bonds deposited and disposition of moneys received
in respect of deposited prior lien bonds. (Sections 1.05, 7.02,9.05,10.01 through 10.04 and 13.03 through 13.09)
Merger or Consolidation
The Mortgage provides that in the event of the merger or consolidation of another company with or into us or the
conveyance or transfer to us by another company of all or substantially all of that company's property that is of the same
character as Property Additions, as defined in the Mortgage, an existing mortgage constituting a first lien on operating
properties of that other aompany 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 ofcovenants by us for the benefit ofthe holders ofthe bonds, including provisions
requiring us to maintain the mortgaged property as an operating system or systems capable of engaging in all or any of the
generating, transmission, distribution or other utility businesses described in the Mortgage. (Article IX)
Dividend Restrictions
The Mortgage provides that we may not declare or pay dividends (other than dividends payable solely in shares of
our common stock) on any shares of our common stock if, after giving effect to the declaration or payment, we would not
be able to pay our debts as they become due in the usual course of business. (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.
7
https://www.sec.gov/Archives/edgar/data/75594/0001047469190007131a22378412424b2.htm 31512019
Page 39 of 47
Table of Contents
Foreign Currency Denominated Bonds
The Mortgage authorizes the issuance of bonds denominated in foreign currencies, provided that we deposit with the
Mortgage Trustee a currency exchange agreement with an entity having, at the time of the deposit, a financial rating at
least as high as our financial rating that, in the opinion of an independent accountant, appraiser or other expert, gives us at
least as much protection against currency exchange fluctuation as is usually obtained by similarly situated borrowers.
(Section 2.03) We believe that this type of cunency exchange agreement will provide effective protection against 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 60% of the principal amount of the
bonds outstanding, or, if not all series of bonds are adversely affected, the consent of the holders of at least 600/o of the
principal amount of the outstanding bonds adversely affected. In general, no modification of the terms of payment of
principal, premium, if any, or interest and no modification affecting the lien or reducing the percentage required for
modification is effective against any bondholder without the consent of the holder. (Section 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;
default in payme nt of principal or interest with respect to certain prior lien bonds;
certain events in bankruptcy, insolvency or reorganization;
default in other covenants for 90 days after notice; or
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)
8
(3)
(4)
(s)
(6)
https://www.sec.gov/Archives/edgarldata/75594/0001047469190007131a22378412424b2.htrn 3/512019
Page 40 of 47
Table of Contents
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
notice of a Default and the Mortgage Trustee fails to act after the holders of 25oh 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 confened 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 suffrcient to pay all the principal of, premium (ifany) and interest on, the bonds ofthose 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 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 ffust 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.
9
https://www.sec.gov/Archives/edgarldata/75594/0001047469190007131a22378412424b2.htm 31512019
Page 4l of 47
Table of Contents
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 ofsecurities 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 owneq 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 of participants acting on behalf of beneficial
owners. Beneficial owners will not receive certificates representing their ownership interests in the global securities,
except under the limited circumstances described below.
To facilitate subsequent transfers, all global bonds deposited by direct participants with DTC will be registered in the
name of DTC's partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative
of DTC. The deposit of global bonds with DTC and their registration in the name of Cede & Co. or such other nominee
will not change the beneficial ownership of the global bonds. DTC has no knowledge of the actual beneficial owners of
the global bonds. DTC's records reflect only the identity of the direct participants to whose accounts the global bonds are
credited, which may or may not be the beneficial owners. The participants are responsible for keeping account of their
holdings on behalf of their customers.
So long as the Additional Bonds are in book-entry form, you will receive payments and may transfer the Additional
Bonds only through the facilities of the depositary and its direct and indirect participants. We will maintain an office or
agency in the location specified in the prospectus supplement for the applicable Additional Bonds, where notices and
demands in respect of the Additional Bonds and the Mortgage may be delivered to us and where certificated securities
may be surrendered for payment, registration 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 ef[ect 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 ofsuch 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.
10
https://www.sec.gov/Archives/edgar/data17559410001047469190007131a22378412424b2.htm 315/2019
Page 42 of 47
Table of Contents
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 I 5 days before the applicable payment date by the persons entitled to payment, unless a shorter period is satisfactory
to the applicable trustee or other designated party.
Redemption proceeds on the Additional Bonds will be made to Cede & Co., or such other nominee as may be
requested by an authorized representative of DTC. DTC's practice is to credit direct participants' accounts upon DTC's
receipt offunds 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 govemed 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:
(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
(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;
ll
https://www.sec.gov/Archives/edgar/data/7559410001047469190007131a22378412424b2.htrn 31512019
Page 43 of 47
Table of Contents
we determine, in our sole discretion and subject to DTC's procedures, not to have such Additional Bonds
represented by one or more global securities; or
an Event of Default has occurred and is continuing with respect to such series of Additional Bonds,
we will prepare and deliver certificates for such Additional Bonds in exchange for beneficial interests in the global bonds.
Any beneficial interest in a global bond that is exchangeable underthe circumstances described in the preceding sentence
will be exchangeable for Additional Bonds in definitive certificated form registered in the names that the depositary
directs. It is expected that these directions will be based upon directions received by the depositary from its participants
with respect to ownership of beneficial interests in the global bonds.
We have obtained the information in this section and elsewhere in this prospectus conceming DTC and DTC's book-
entry system from sources that are believed to be reliable, but we take no responsibility for the accuracy ofthis
information.
PLAN OF DISTRIBUTION
We may sell the Securities through underwriters, dealers or agents, or directly to one or more purchasers. The
prospectus supplement with respect to the Securities being offered will set forth the specific terms of the offering of those
Securities, including the name or names 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.
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 ofSecurities and any discounts or concessions allowed or reallowed or paid to
the dealer will be set forth in the prospectus supplement relating to that offering.
The Securities may be sold directly by us or through agents designated by us from time to time. We will describe the
terms of any direct sales in a prospectus supplement. Any agent, who may be deemed to be an underwriter as that term is
defined in the Securities Act, involved in the offer or sale of any of the Securities will be named, and any commissions
payable by us to the agent will be set forth, in the prospectus supplement relating to that offer or sale. Unless otherwise
indicated in the prospectus supplement, any agent will be acting on a reasonable best efforts basis for the period of its
appointment.
t2
https://www.sec.gov/Archives/edgar/data/7559410001047469190007131a22378412424b2.htm 31512019
Page 44 of 47
Table of Contents
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 ofbusiness.
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 ofany series.
Underwriters, dealers and agents participating in the distribution of the Securities may be deemed to be
"underwriters" within the meaning of, and any discounts and commissions received by them and any profit realized by
them on resale of those Securities may be deemed to be underwriting discounts and commissions under, the Securities
Act. Subject to some conditions, we may agree to indemnifo the several underwriters, dealers or agents and their
controlling persons against specific civil liabilities, including liabilities under the Securities Act, or to contribute to
payments that person may be required to make in respect thereof.
During such time as we may be engaged in a distribution of the securities covered by this prospectus we are required
to comply with Regulation M promulgated under the Exchange Act. With certain exceptions, Regulation M precludes us,
any affiliated purchasers and any broker-dealer or other person who participates in such distributing from bidding for or
purchasing, or attempting to induce any person to bid for or purchase, any security which is the subject ofthe distribution
until the entire distribution is complete. Regulation M also restricts bids or purchases made in order to stabilize the price
of a security in connection with the distribution of that security. All of the foregoing may affect the marketability of our
securities.
LEGAL MATTERS
EXPERTS
The consolidated financial statements incorporated in this prospectus by reference from PacifiCorp's Annual Report
on Form I 0-K for the year ended December 3 I , 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 of such firm given upon their authority as
experts in accounting and auditing.
With respect to the unaudited interim consolidated financial information for the periods ended March 31, 2018 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
https://www.sec.gov/Archives/edgarldata/7559410001047469190007131a22378412424b2.htm 31512019
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.
l3
Page 45 of 47
Table of Contents
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
forthe 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" of the Registration Statement
prepared or certified by an accountant within the meaning of Sections 7 and 11 of the Securities Act.
t4
https://www.sec.gov/Archives/edgar/data/7559410001047469190007131a22378412424b2.htm 31512019
Page 46 of 47
Table of Contents
$400,000,000 First Mortgage Bonds 3.500% Series Due-2029
$600,000,000 First Mortgage Bonds 4.150o/o Series Due 2050
PaCIFIEORP
J.P.Morgan MUFG
KeyBanc Capital Markets
A BERKSHIRE HATHAWAY ENERGY COMPANY
PROSPECTUS SUPPLEMENT
February 25,2019
Joint Book-Running Managers
PNC Capital
Markets LLC Scotiabank TDSecurities
SMBC Nikko
https://www.sec.gov/Archives/edgarldatal755941000104746919000713la223784lz424b2.htm 315/2019
Page 47 of 47
https://www.sec.gov/Archives/edgarldatal7559410001047469l90007l3la223784lz424b2.htm 31512019
Underuniting Agreement dated February 25,2019
EXHIBIT 1.1
PACIFICORP
$400,000,000
First Mortgage Bonds
3.500% Series Drc2029
$600,000,000
First Mortgage Bonds
4.150o/o Series Due 2050
UNDERWRITING AGREEMENT
February 25,2019
J.P. MORGAN SECURITIES LLC
MUFG SECURITIES AMERICAS INC
PNC CAPITALMARKETS LLC
SCOTIA CAPITAL (USA) INC.
TD SECURITIES (USA) LLC
c/o J.P. Morgan Securities LLC
383 MadisonAvenue
New York, New York 10179
c/o MUFG Securities Americas Inc.
l22l Avente of the Americas, 6th floor
New York, New York 10020
c/o PNC Capital Markets LLC
The Tower at PNC
300 FifthAvenue, lfth Floor
Pittsburgh, Pennsylvani a I 5222
c/o Scotia Capital (USA) Inc.
250 Vesey Street
NewYork, NewYork 10281
c/o TD Securities (USA) LLC
3l West 52nd Street, 2nd Floor
NewYork,NewYork 10019
As Representatives (the "Representatives") of the several Underwriters listed
In Schedule A hereto
Ladies and Gentlemen:
l. Introductory. PacifiCorp, an Oregon corporation (the "Company"), proposes, subject to the terms
and conditions stated herein, to issue and sell to the several underwriters listed in Schedule A hereto (the
6'Underwriters") (i) U.S. $400,000,000 principal amount of its First Mortgage Bonds, 3.500% Series due 2029 (the
"2029 Bonds") and (ii) U.S. $600,000,000 principal amount of its First Mortgage Bonds, 4.150% Series due 2050
(the "2050 Bonds" and, together with the 2029 Bonds, the "Offered Securities"), in each case to be issued under
that certain Mortgage and Deed of Trust, dated as of January 9, 1989, with The Bank of New York Mellon Trust
Company, N.A., as successor trustee (the "Trustee"), as heretofore amended and supplemented by the supplemental
indentures thereto and as further amended and supplemented by a supplemental indenture dated as of March 1,2019
(collectively, the "Mortgage") pursuant to the registration statement on Form S-3 (File No.333-227592) filed on
September 28,2018, as amended to date (the "Initial Registration Statement"). The Mortgage has been qualified
under the U.S. Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), and the rules and regulations
of the U.S. Securities and Exchange Commission (the "Commission") under the Trust Indenture Act. The U.S.
Securities Act of 1933, as amended, is herein referred to as the "Securities Act," and the rules and regulations of
the Commission thereunder are herein referred to as the "Rules and Regulations."
The Company hereby agrees with the several Underwriters as follows:
2. Representations and Warranties of the Company. The Company represents and warrants to, and agrees
with, the several Underwriters that:
(a) The Initial Registration Statement in respect of the Offered Securities has been filed with the
Commission; the Initial Registration Statement and any post-effective amendments thereto prior to the date
hereof, each in the form heretofore delivered or to be delivered to the Underwriters and, excluding exhibits to
the Initial Registration Statement but including all documents incorporated by reference in the prospectus
contained in such Initial Registration Statement (the "Base Prospectus"), including any prospectus supplement
relating to the Offered Securities that is filed with the Commission and deemed by virtue of Rule 4308 under
the Securities Act to be part of the Initial Registration Statement, was declared effective by the Commission
on October 30, 2018; other than a registration statement, if any, increasing the size of the offering (a
"Rule 462(b) Registration Statementr" together with the Initial Registration Statement, the "Registration
Statement"), filed pursuant to Rule 462(b) under the Securities Act, which, if so filed, became effective upon
filing, no other document with respect to the Initial Registration Statement or any document incorporated by
reference therein has heretofore been filed or transmitted for filing with the Commission with respect to the
offering contemplated by the Initial Registration Statement (other than documents filed after the filing date of
the Initial Registration Statement under the U.S. Securities Exchange Act of I 934, as amended (the "Exchange
Act"), and prospectuses filed pursuant to Rule 424(b) ofthe Rules and Regulations, each in the form heretofore
delivered to the Underwriters); and no stop order suspending the effectiveness of the Initial Registration
Statement, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been
issued and no proceeding for that purpose has been initiated or threatened by the Commission.
(b) A preliminary prospectus supplement relating to the Offered Securities has been prepared by
the Company and a final prospectus supplement relating to the Offered Securities will be prepared by the
Company in accordance with Section 5(a) hereto. Such preliminary prospectus supplement (including the
documents incorporated by reference therein), together with the Base Prospectus, is hereinafter referred to as
the "Preliminary Prospectus;" such final prospectus supplement relating to the Offered Securities to be filed
with the Commission pursuant to Rule 424(b) under the Securities Act (including the documents incorporated
by reference therein), together with the Base Prospectus, is hereinafter referred to as the "Prospectus." The
Preliminary Prospectus, as amended or supplemented as of the Applicable Time (as defined below), when
considered together with the final term sheet filed pursuant to Section 5(a) hereof (the "Disclosure Package"),
as of the Applicable Time, did not include any untrue statement of a material fact or omit to state any material
fact necessary in order to make the statements therein, in the light of the circumstances under which they were
made, not misleading.
2
(c) At the earliest time after the filing of the Initial Registration Statement that the Company or
another offering participant made a bona fide offer (within the meaning of Rule 164(hX2) under the Securities
Act) of the Offered Securities, the Company was not an "ineligible issuer" as defined in Rule 405 under the
Securities Act.
(d) The Registration Statement and the Prospectus conform, and any further amendments or
supplements to the Registration Statement or the Prospectus when made will conform, in all material respects
to the requirements of the Securities Act and the Rules and Regulations and the Registration Statement
conforms, and any further amendments or supplements to the Registration Statement when made will conform,
in all material respects to the requirements of the Trust Indenture Act, and the rules and regulations of the
Commission thereunder. The Registration Statement, as of the applicable effective date, and any amendments
thereto as of the Closing Date did not and will not contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the statements therein not misleading.
(e) The Company has been duly incorporated and is validly existing as a corporation under the
laws of the State of Oregon with corporate power and corporate authority (i) to own its properties and conduct
its business as described in the Disclosure Package and the Prospectus and (ii) to execute and deliver, and
perform its obligations undeq this Agreement, the Mortgage and the Offered Securities; and the Company is
duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which
it owns or leases substantial properties or in which the conduct of its business requires such qualification,
except where the failure to so qualiff would not have a material adverse effect on the financial condition,
business or results of operations of the Company and its subsidiaries taken as a whole (a "Material Adverse
Effect").
(0 The Mortgage has been duly authorized, and when duly executed and delivered by the
Company, shall constitute a valid and legally binding instrument of the Company enforceable against the
Company in accordance with its terms, except as limited by bankruptcy, insolvency, fraudulent conveyance,
reorganization and other similar laws relating to or affecting creditors'rights generally and general equitable
principles (whether considered in a proceeding in equity or at law); and the Mortgage conforms to the
description thereof in the Disclosure Package and the Prospectus.
(g) The documents incorporated by reference in the Prospectus and the Disclosure Package, at
the time they were or hereafter are filed with the Commission, complied or when so filed will comply, as the
case may be, in all material respects with the requirements of the Exchange Act and the rules and regulations
promulgated thereunder, and, when read together with the other information in the Prospectus and the
Disclosure Package, did not and will not contain an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary in order to make the statements therein, in light of the
circumstances under which they were or are made, not misleading.
J
The Prospectus, as of its date and as amended or supplemented as of the Closing Date (as defined below),
does not and will not include any untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein, in the light of the circumstances under which
they were made, not misleading; and each Issuer Free Writing Prospectus (as defined in Rule 433 under the
Securities Act) listed on Schedule B(ii) hereto does not conflict with the information contained in the
Registration Statement, the Preliminary Prospectus or the Prospectus and each such Issuer Free Writing
Prospectus, as supplemented by and taken together with the Disclosure Package as of the Applicable Time,
did not include any untrue statement of a material fact or omit to state any material fact necessary in order to
make the statements therein, in the light of the circumstances under which they were made, not misleading;
provided, the preceding two sentences do not apply to statements in or omissions from the Preliminary
Prospectus, the Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus based upon written
information furnished to the Company by the Underwriters specifically for use therein, it being understood
and agreed that the only such information is that described as such in Section 7(b) hereof. For purposes of
thisAgreement, the "Applicable Time" is 4:30 p.m., New York City time, on the date of thisAgreement.
(h) The Offered Securities have been duly authorized by the Company and, when authenticated
and delivered in accordance with the Mortgage and paid for by the purchasers thereof, will constitute valid
and legally binding obligations of the Company enforceable against the Company in accordance with their
terms, except as limited by bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar
laws relating to or affecting creditors'rights generally and general equitable principles (whether considered
in a proceeding in equity or at law), and will be entitled to the benefit of the security afforded by the Mortgage;
and the Offered Securities conform to the description thereof in the Disclosure Package and the Prospectus.
(i) No consent, approval, authorization or order of, or filing or registration by the Company with,
any court, govemmental agency or third party is required forthe consummation ofthe transactions contemplated
by this Agreement and the Mortgage in connection with the issuance and sale of the Offered Securities by the
Company and the use of the proceeds of the offering of the Offered Securities as described in the Disclosure
Package and the Prospectus, except such as have been obtained or made or except as such may be required
under (1) state or foreign securities laws, or (2) the rules and regulations of the Financial Industry Regulatory
Authority.
0) This Agreement has been duly authorized, executed and delivered by the Company and is a
valid and legally binding agreement ofthe Company enforceable against the Company in accordance with its
terms, except as limited by bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar
laws relating to or affecting creditors' rights generally and general equitable principles (whether considered
in a proceeding in equity or at law) and subject to any principles of public policy limiting the right to enforce
the indemnification and contribution provisions contained herein.
(k) Except as disclosed in the Disclosure Package and the Prospectus, the Company has good and
sufficient title to all the material properties described as owned and good and sufficient leasehold interest in
all ofthe properties described as leased by it (he "Properties"), subject to minor defects and irregularities
customarily found in properties of like size and character that do not materially impair the use of the property
affected thereby in the operation of the business of the Company.
(l) The Company is not (i) in violation of its Third Restated Articles of Incorporation (the
"Articles") or its Bylaws, as amended, (ii) in default in the perforrnance or observance of any material
obligation, covenant or condition contained in any contract, agreement or other instrument to which it is a
party or by which it may be bound or (iii) in violation of any order, rule or regulation applicable to the Company
of any court or any federal or state regulatory body or administrative agency or other govemmental body, the
effect of which, in the case of (ii) and (iii), would result in a Material Adverse Effect, and neither the execution
and delivery of thisAgreement, the Mortgage, orthe Offered Securities, the consummation ofthe transactions
herein or therein contemplated, the fulfillment of the terms hereof or thereof nor compliance with the terms
and provisions hereof or thereof will conflict with, or result in a breach of, or constitute a default under (x)
the Articles or such Bylaws, or any material contract, agreement or other instrument to which it is now aparty
or by which it may be bound or (y) any order, rule or regulation applicable to the Company of any court or
any federal or state regulatory body or administrative agency or other govemmental body having jurisdiction
over the Company or over its properties, the effect of which, singly or in the aggregate, would have a Material
Adverse Effect.
(m) Except as disclosed in the Disclosure Package and the Prospectus, there are no legal or
govemmental proceedings pending or to the Company's knowledge threatened against the Company or its
subsidiaries that, if determined adversely to the Company or any subsidiary would be reasonably likely to
have, individually or in the aggregate, a Material Adverse Effect or a material adverse effect on the ability of
the Company to perform its obligations under this Agreement or the Mortgage.
4
(n) The consolidated financial statements included or incorporated by reference in the Disclosure
Package and the Prospectus present fairly the financial condition and operations of the Company and its
consolidated subsidiaries at the respective dates or for the respective periods to which they apply; such financial
statements have been prepared in each case in accordance with generally accepted accounting principles
consistently applied throughout the periods involved except as otherwise indicated in the Disclosure Package
and the Prospectus; and Deloitte & Touche LLP, who has examined certain audited financial statements ofthe
Company, is an independent registered public accounting firm as required by the Securities Act and the
Regulations thereunder.
(o) Except as reflected in, or contemplated by, the Disclosure Package and the Prospectus, since
the respective most recent dates as of which information is given in the Disclosure Package and the Prospectus,
there has not been any change in the capital stock or long-term debt ofthe Company (other than changes arising
from transactions in the ordinary course ofbusiness), or any material adverse change in the business, affairs,
business prospects, property or financial condition of the Company and its subsidiaries taken as a whole,
whether or not arising in the ordinary course ofbusiness, and since such dates there has not been any material
transaction entered into by the Company other than transactions contemplated by the Disclosure Package and
the Prospectus, and transactions in the ordinary course of business; and the Company has no material contingent
obligation that is not disclosed in the Disclosure Package and the Prospectus.
(p) The Company (i) makes and keeps books, records, and accounts, which, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the Company and its consolidated
subsidiaries and (ii) maintains a system of intemal accounting controls sufficient to provide reasonable
assurances that (l) transactions are executed in accordance with management's general or specific
authorization; (2) transactions are recorded as necessary to permit preparation of financial statements in
conformity with generally accepted accounting principles or any other criteria applicable to such statements
and to maintain accountability for assets; (3) access to assets is permitted only in accordance with management's
general or specific authorization; and (4) the recorded accountability for assets is compared with the existing
assets at reasonable intervals and appropriate action is taken with respect to any differences.
(q) There is and has been no failure on the part of the Company or, to the knowledge of the
Company, any ofthe Company's directors or executive officers in their respective capacities as such, to comply
in all material respects with the provisions ofthe U.S. Sarbanes-Oxley Act of 2002 and the rules and regulations
promulgated in connection therewith.
(r) The Company (i) is in compliance with applicable U.S. federal, state and local laws and
regulations relating to (A) the protection of human health and safety and the environment and (B) hazardous,
toxic substances, wastes, pollutants or contaminants ("Environmental Laws") and (ii) has received and is in
compliance with all permits, licenses or other approvals required of it under applicable Environmental Laws
to conduct its respective businesses, except where such non-compliance with Environmental Laws, or failure
to receive or be in compliance with required permits, licenses or other approvals, or liability either (x) would
not be reasonably likely to have a Material Adverse Effect, or (y) is set forth in or contemplated in the Disclosure
Package and the Prospectus (exclusive ofany supplement thereto).
5
(s) Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, after
due inquiry any director, officer, agent, employee or other representative authorized to act on behalfofthe
Company or any of its subsidiaries, has in the course of its actions for, or on behalf of, the Company (i) used
any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to
political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic govemment
officials, "foreign office" as defined in the United States Foreign Corrupt Practices Act of 1977, as amended,
and the rules and regulations thereunder (collectively, the "FCPA") or employee from corporate funds; (iii)
violated or is in violation of any provision of the FCPA, the Bribery Act 2010 of the United Kingdom, as
amended, or any other applicable anti-bribery or anti-corruption
law or statutes; or (iv) made any bribe, rebate, payofi influence, payment, kickback or other unlawful payments
to any domestic govemment official, foreign official or employee; and each ofthe Company and its subsidiaries
has conducted its business in compliance with the FCPA, the Bribery Act 2010 of the United Kingdom, as
amended, and any other applicable anti-bribery or anti-comrption laws or statutes, and has instituted and
maintains policies and procedures designed to ensure, and which are reasonably expected to continue to ensure,
continued compliance therewith.
(t) Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company after
due inquiry any directoq officer, employee orafliliate ofthe Company or any of its subsidiaries (i) is currently
the target of any United States sanctions administered by the Offrce of Foreign Assets Control of the United
States Treasury Department, the United States Department of State, the United Nations Security Council, the
European Union, Her Majesty's Treasury or other relevant sanctions authority (collectively, "Sanctions"); or
(ii) is located, organized or resident in a country that is the subject of Sanctions (including, without limitation,
Cub4 Iran, North Korea, Sudan, Syria, Venezuela and the Crimea region of Ukraine); and the Company will
not directly or indirectly use the proceeds of the offering of the Offered Securities, or lend, contribute or
otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for
the purpose offinancing the activities ofany person, or in any country or territory that is currently the subject
or target of Sanctions or in any other manner that will result in a violation by any person (including any person
participating in the transaction whether as an underwriter, advisor, investor or otherwise) of Sanctions. The
Company has not knowingly engaged in for the past five years, and is not now knowingly engaged in, any
dealings or transactions with any individual or entity, or in any country or territory, that at the time of the
dealing or transaction is or was the subject or target ofSanctions.
(u) The operations of the Company and each of its subsidiaries are and have been conducted at
all times in compliance with the applicable financial recordkeeping and reporting requirements of the United
States Currency and Foreign Transactions ReportingAct of 1970, as amended, the money laundering statutes
of all applicable jurisdictions where the Company and its subsidiaries conduct business, the rules and
regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or
enforced by any governmental agency (collectively, the "Money Laundering Laws") and no action, suit or
proceeding by or before any court or goverrrmental agency, authority or body or any arbitrator involving the
Company or any of its subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge
of the Company, threatened.
(v) The interactive data in eXtensible Business Reporting Language included or incorporated by
reference in the Registration Statement fairly presents the information called for in all material respects and
has been prepared in compliance with the Commission's rules and guidelines applicable thereto.
6
3. Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and
agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to
the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company (i) at a purchase
price of 99.215% of the principal amount thereof plus accrued interest, if any, from March 1,2019 to the Closing Date
(as hereinafter defined), the respective principal amounts of the 2029 Bonds set forth opposite the names of the several
Underwriters in Schedule A hereto, and (ii) at apurchase price of 98.735% ofthe principal amount thereof plus accrued
interest, if any, from March 1,2019 to the Closing Date, the respective principal amounts of the 2050 Bonds set forth
opposite the names ofthe several Underwriters in Schedule A hereto. In addition, the Underwriters shall make a payment
to the Company in an amount equal to $ 1,000,000 in respect of certain expenses incurred by the Company in connection
with the offering of the Offered Securities (the "Reimbursement Amount").
The Company will deliver against payment of the purchase price and the ReimbursementAmount for each of
the 2029 Bonds and the 2050 Bonds to be purchased by each Underwriter hereunder and to be offered and sold by
such Underwriter in the form of one or more global securities in registered form without interest coupons (the "Global
Securities") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in
the name of Cede & Co., as nominee for DTC. Interests in the Global Securities will be held only in book-entry form
through DTC, except in the limited circumstances described in the Disclosure Package and the Prospectus.
Payment for the 2029 Bonds and the 2050 Bonds, as applicable, and the Reimbursement Amount shall be
made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the
Underwriters drawn to the order of the Company at 10:00 a.m., Qllew York time), on March 1,2019, or at such other
time not later than seven full business days thereafter as the Underwriters and the Company determine, such time being
herein referred to as the "Closing Date," against delivery to the Trustee as custodian for DTC of the Global Securities.
The Global Securities will be made available for checking at the oflice of Latham & Watkins LLR 885 Third Avenue,
New York, NY 10022, at least 24 hours prior to the Closing Date.
4. Representations by Underwriters; Resale by Underwriters. Each of the Underwriters severally
represents and agrees that:
(a) (i) It has only communicated or caused to be communicated (and will only communicate or
cause to be communicated) an invitation or inducement to engage in investment activity (within the meaning
of Section 2l of the U.K. Financial Services and Markets Act of 2000 (the "FSMA")) received by it in
connection with the issue or sale of the Offered Securities in circumstances in which Section 21(1) of the
FSMA does not apply to the Company; and (ii) it has complied and will comply with all applicable provisions
of the FSMA with respect to anything done by it in relation to the Offered Securities in, from or otherwise
involving the United Kingdom.
(b) It has not offered, sold or otherwise made available and will not offer, sell or otherwise make
available any of the Offered Securities to any retail investor in the European Economic Area. For the purposes
of this provision: (i) the expression "retail investor" means a person who is one (or more) of the following:
(A) a retail client as defined in point (11) ofArticle 4(l) of Directive 201416518U (as amended, "MiFID II");
(B) a customer within the meaning of Directive 2002192/EC, where that customer would not qualiff as a
professional client as defined in point (l) ofArticle 4(1) of MiFID II; or (C) not a qualified investor as defined
in Directive 200317llEC; and (ii) the expression "offer" includes the communication in any form and by any
means of sufficient information on the terms ofthe offer and the Offered Securities to be offered so as to enable
an investor to decide to purchase or subscribe to the Offered Securities.
(c) Without the prior consent of the Company and the Representatives, other than one or more
term sheets relating to the Offered Securities containing customary information, it has not made and will not
make any offer relating to the Offered Securities that would constitute an issuer free writing prospectus or a
free writing prospectus required to be filed with the Commission; and any such free writing prospectus the
use of which has been consented to by the Company and the Representatives (including the final term sheet
prepared and filed pursuant to Section 5(a) hereof) is listed on Schedule B hereto.
7
(a) It will prepare the Prospectus in a form approved by you and to file such Prospectus pursuant
to Rule 424(b) under the Securities Act not later than the Commission's close of business on the second business
day following the date of this Agreement; to make no further amendment or any supplement to the Registration
Statement, or the Prospectus prior to the Closing Date that shall be reasonably disapproved by you promptly
after reasonable notice thereof; to advise you, promptly after it receives notice thereof, of the time when any
amendment to the Registration Statement has been filed or becomes effective or any amendment or supplement
to the Prospectus has been filed and to furnish you with copies thereof; to prepare a final term sheet, containing
solely a description of the Offered Securities, in a form approved by you and to file such term sheet pursuant
to Rule 433(d) under the Securities Act within the time required by such Rule; to file promptly all other material
required to be filed by the Company with the Commission pursuant to Rule 433(d) under the Securities Act;
to file promptly all reports and any definitive proxy or information statements required to be filed by the
Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent
to the date ofthe Prospectus and for so long as the delivery ofa prospectus (or in lieu thereof, the notice
referred to in Rule 173(a) under the Securities Act) is required in connection with the offering or sale of the
Offered Securities; to advise you, promptly after it receives notice thereof ofthe issuance by the Commission
ofany stop order or ofany order preventing or suspending the use ofany Preliminary Prospectus or other
prospectus in respect of the Offered Securities, of the suspension of the qualification of the Offered Securities
for offering or sale in any jurisdiction, ofthe initiation or threatening of any proceeding for any such purpose,
or of any request by the Commission for the amending or supplementing of the Registration Statement or the
Prospectus or for additional information; and, in the event ofthe issuance ofany stop order or ofany order
preventing or suspending the use ofany Preliminary Prospectus or other prospectus or suspending any such
qualification, to promptly use its best efforts to obtain the withdrawal of such order; and in the event of any
such issuance of a notice of objection, promptly to take such steps including, without limitation, amending
the Registration Statement or filing a new registration statement, at its own expense, as may be necessary to
permit offers and sales of the Offered Securities by the Underwriters (references herein to the Registration
Statement shall include any such amendment or new registration statement).
(b) Prior to 10:00 a.m., New York City time, on the New York business day next succeeding the
date of this Agreement and from time to time, to fumish the Underwriters with written and electronic copies
of the Prospectus in New York City in such quantities as you may reasonably request, and, if the delivery of
a prospectus (or in lieu thereoi the notice referred to in Rule 173(a) under the Securities Act) is required at
any time prior to the expiration of nine months after the time of issue of the Prospectus in connection with the
offering or sale of the Offered Securities and if at such time any event shall have occurred as a result of which
the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit
to state any material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made when such Prospectus (or in lieu thereof, the notice referred to in Rule 173(a)
under the Securities Act) is delivered, not misleading, or, if for any other reason it shall be necessary during
such same period to amend or supplement the Prospectus or to file under the Exchange Act any document
incorporated by reference in the Prospectus in order to comply with the Securities Act, the Exchange Act or
the Trust Indenture Act, to notiff you and upon your request to file such document and to prepare and fumish
without charge to each Underwriter and to any dealer in securities as many written and electronic copies as
you may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus
that will correct such statement or omission or effect such compliance; and in case any Underwriter is required
under the Securities Act to deliver a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under
the Securities Act) in connection with sales of any of the Offered Securities at any time nine months or more
after the time of issue of the Prospectus, upon your request but at the expense of such Underwriter, to prepaxe
and deliver to such Underwriter as many written and electronic copies as you may request of an amended or
supplemented Prospectus complying with Section l0(a)(3) of the Securities Act.
8
5. Certain Agreements of the Company. The Company agrees with the several Underwriters that:
(c) To make generally available to its securityholders as soon as practicable, but in any event not
later than 16 months after the effective date of the Registration Statement (as defined in Rule I 58(c) under the
Securities Act), an eamings statement of the Company and its subsidiaries (which need not be audited)
complying with Section 1 1(a) of the Securities Act and the Rules and Regulations thereunder (including, at
the option of the Company, Rule 158).
(d) The Company will arrange for the qualification of the Offered Securities for sale and the
determination oftheir eligibility for investmentunderthe laws of suchjurisdictions in the United States as the
Underwriters designate and will continue such qualifications in effect so long as required for the resale of the
Offered Securities by the Underwriters, provided that the Company will not be required to qualify as a foreign
corporation, to file a general consent to service ofprocess in any suchjurisdiction or to take any other action
that would subject the Company to service of process in any suits (other than those arising out of the offering
of the Offered Securities) or to taxation in respect of doing business in any jurisdiction in which it is not
otherwise subject.
(e) The Company will pay all expenses incident to the performance of its obligations under this
Agreement and the Mortgage, for any filing fees and other expenses (including fees and disbursements of
counsel) incurred in connection with qualification of the Offered Securities for sale and determination of their
eligibility for investment under the laws of such jurisdictions as the Underwriters designate and the printing
of memoranda relating thereto, for the fees and expenses of the Trustee and its professional advisors, for all
expenses in connection with the execution, issue, authentication and initial delivery ofthe Offered Securities,
the preparation and printing of this Agreement, the Offered Securities, the Disclosure Package and the
Prospectus, any Issuer Free Writing Prospectus, and amendments and supplements thereto, and any other
document relating to the issuance, offer, sale and delivery of the Offered Securities, for the cost of any
advertising approved by the Company in connection with the issue of the Offered Securities, for any fees
charged by investment rating agencies for the rating of the Offered Securities, for any travel expenses of the
Company's officers and employees, and any other expenses of the Company in connection with attending or
hosting meetings with prospective purchasers ofthe Offered Securities and for expenses incurred in distributing
the Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus (including any amendments and
supplements thereto) to the Underwriters. Except as otherwise provided in this Section 5(e) or in Section 9
of this Agreement, the Underwriters will pay all of their costs and expenses, including fees and expenses of
their counsel, transfer taxes on the resale ofthe Offered Securities and any advertising and travel expenses
incurred by them.
(0 In connection with the offering, until the earlier of (i) 180 days following the Closing Date
and (ii) the date the Underwriters shall have notified the Company ofthe completion of the resale ofthe Offered
Securities, neither the Company nor any of its affrliates has or will, either alone or with one or more other
persons, bid for or purchase for any account in which it or any ofits affiliates has a beneficial interest any
Offered Securities or attempt to induce any person to purchase any Offered Securities; and neither it nor any
of its affrliates will make bids or purchases for the purpose of creating actual, or apparent, active trading in,
or of raising the price of, the Offered Securities.
(g) From the date hereof through and including the Closing Date, the Company will not, without
the prior written consent of the Representatives, offer, sell, contractto sell, pledge or otherwise dispose of,
directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to,
any United States dollar-denominated debt securities issued or guaranteed by the Company and having a
maturity of more than one year from the date of issue.
9
(h) If the Company elects to rely upon Rule 462(b), the Company shall file a Rule 462(b)
Registration Statement with the Commission in compliance with Rule 462(b) by 10:00 p.m., Washington, D.C.
time, on the date of this Agreement, and the Company shall at the time of filing either pay to the Commission
the filing fee for the Rule 462(b) Registration Statement or give irrevocable instructions for the payment of
such fee pursuant to Rule 111 under the Securities Act.
(i) The Company (i) represents and agrees that, other than the final term sheet prepared and filed
pursuant to Section 5(a) hereof, without the prior consent of the Representatives, it has not made and will not
make any offer relating to the Offered Securities that would constitute a "free writing prospectus" as defined
in Rule 405 under the Securities Act and (ii) has complied and will comply with the requirements of Rule 433
under the Securities Act applicable to any Issuer Free Writing Prospectus, including timely filing with the
Commission or retention where required and legending.
6. Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to
purchase and pay for the Offered Securities will be subject to the accuracy of the representations and warranties on
the part of the Company herein, to the accuracy of the statements of officers of the Company made pursuant to the
provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional
conditions precedent:
(a) The Prospectus as amended or supplemented in relation to the applicable Offered Securities
shall have been filed with the Commission pursuant to Rule 424(b)within the applicable time period prescribed
for such filing (without reliance on Rule 424(bX8)) by the Rules and Regulations and in accordance with
Section 5(a) hereof; if the Company has elected to rely upon Rule 462(b), the Rule 462(b) Registration
Statement shall have become effective by l0:00 p.m., Washington, D.C. time, on the date hereof; no stop order
suspending the effectiveness ofthe Registration Statement or any part thereofshall have been issued and no
proceeding for that purpose shall have been initiated or to the knowledge of the Company threatened by the
Commission; and all requests for additional information on the part ofthe Commission shall have been complied
with.
(b) The Underwriters shall have received from Deloitte & Touche LLP a comfort letter dated the
date hereof and a bring-down comfort letter dated the Closing Date, in form and content satisfactory to the
Underwriters and their counsel, acting reasonably, containing statements and information ofthe type ordinarily
included in accountants' long-form comfort letters to underwriters with respect to the financial statements and
other financial information of the Company and its subsidiaries included in the Disclosure Package and the
Preliminary Prospectus; provided that the letter delivered on the Closing Date shall use a "cut-off'date no
more than three business days prior to the Closing Date.
l0
(c) Subsequent to the Applicable Time, there shall not have been (i) any change, or any
development or event involving a prospective change, in the financial condition, business, properties or results
of operations of the Company and its subsidiaries taken as a whole, which, in the judgment of the
Representatives, is material and adverse and makes it impractical or inadvisable to proceed with completion
of the offering or the sale of and payment for the Offered Securities; (ii) any downgrading in the rating of any
debt securities or preferred stock of the Company by any "nationally recognized statistical rating
organization" (as such term is defined in Section 3 of the Exchange Act), or any public announcement that
any such organization has under surveillance or review its rating ofany debt securities or preferred stock of
the Company (other than an announcement with positive implications of a possible upgrading, and no
implication of a possible downgrading, of such rating); (iii) any material suspension or material limitation of
trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading
on such exchange; (iv) any suspension oftrading ofany securities ofthe Company on any exchange or in the
over-the-counter market; (v) any banking moratorium declared by U.S. Federal or New York authorities; (vi)
any material disruption in settlements of securities or clearance services in the United States; or (vii) any attack
on, or outbreak or escalation of hostilities or act of terrorism involving, the United States, any declaration of
war by the United States Congress or any other substantial national or international calamity or emergency if,
in the judgment of the Representatives, the effect of any such attack, outbreak, escalation, act, declaration,
calamity or emergency makes it impractical or inadvisable to proceed with completion of the offering or sale
of and payment for the 2029 Bonds or the 2050 Bonds, as applicable.
(d) The Underwriters shall have received an opinion, dated the Closing Date, of Jeffery B. Erb,
Chief Corporate Counsel and Corporate Secretary of Berkshire Hathaway Energy Company, as appointed
counsel for the Company, substantially in the form of Exhibit A hereto.
(e) The Underwriters shall have received an opinion, dated the Closing Date, of Perkins Coie
LLP, special counsel to the Company, substantially in the form of Exhibit B hereto.
(0 The Underwriters shall have received from Latham & Watkins LLP, counsel for the
Underwriters, such opinion or opinions, dated the Closing Date, in form and substance satisfactory to the
Underwriters, and the Company shall have furnished to such counsel such documents as they request for the
purpose of enabling them to pass upon such matters. In rendering such opinion or opinions, Latham & Watkins
LLP may rely as to the incorporation of the Company and all other matters govemed by Oregon law upon the
opinion of Perkins Coie LLP referred to above.
(g) The Underwriters shall have received a certificate, dated the Closing Date, of the President
or any Vice President and a principal financial or accounting officer of the Company in which such officers,
to the best of their knowledge after reasonable investigation, shall state that: (i) the representations and
warranties of the Company in this Agreement are true and correct, or true and correct in all material respects
where such representations and warranties are not qualified by materiality or Material Adverse Effect and (ii)
that the Company has complied with all agreements and satisfied all conditions on its part to be performed or
satisfied hereunder at or prior to the Closing Date; and (iii) that, subsequent to the date of the most recent
financial statements in, or incorporated by reference in, the Preliminary Prospectus, there has been no material
adverse change, nor any development or event involving a prospective material adverse change, in the financial
condition, business or results of operations of the Company and its subsidiaries taken as a whole except as set
forth in the Disclosure Package and the Prospectus or as described in such certificate.
1l
The Company will furnish the Underwriters with such conformed copies of such opinions, certificates, letters
and documents as the Underwriters reasonably request. The Underwriters may waive compliance with any conditions
to their obligations hereunder.
7. Indemnification and Contribution- (a) The Company will indemni$ and hold harmless each
Underwriter, its partners, members, directors and officers and each person, if any, who controls such Underwriter
within the meaning of Section 15 of the SecuritiesAct, against any losses, claims, damages or liabilities, joint or
several, to which such Underwriter may become subject, under the Securities Act or the Exchange Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any
untrue statementoralleged untrue statementofany material factcontained inthe Registration Statement, thePreliminary
Prospectus, the Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, or any amendment or
supplement to the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus, or any "issuer
information" filed or required to be filed pursuant to Rule 433(d) under the Securities Act, arise out of or are based
upon the omission or alleged omission to state therein a material fact necessary in order to make the statements therein
made, in light of the circumstances under which they were made (in the case of the Registration Statement, necessary
in order to make the statements therein not misleading), not misleading, including any losses, claims, damages or
liabilities arising out of or based upon the Company's failure to perform its obligations under Section 5(a) of this
Agreement, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such
Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action as such
expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any
such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in
oromission orallegedomission from any ofsuch documents inreliance upon and in conformity withwritten information
furnished to the Company by the Representatives on behalf of the Underwriters specifically for use therein, it being
understood and agreed that the only such information consists of the information described as such in subsection (b)
below; provided, further, that the foregoing indemnity with respect to any Preliminary Prospectus shall not inure to
the benefit of any Underwriter, or any person controlling such Underwriter, from whom the person asserting any such
losses, claims, damages or liabilities (or actions in respect thereof), in connection with clauses (i) through (iii) below,
purchased Offered Securities, where it shall have been determined by a court of competent jurisdiction by final and
non-appealable judgment that (i) prior to the Applicable Time the Company has notified such Underwriter that the
Preliminary Prospectus, dated February 25,2079, contains an untrue statement of material fact or omits to state therein
a material fact necessary in order to make the statements therein, in the light of the circumstances under which they
were made, not misleading, (ii) such untrue statement or omission of a material fact was corrected in an amended or
supplemented Preliminary Prospectus and such corrected Preliminary Prospectus was provided to such Underwriter
sufficiently in advance of the Applicable Time so that such corrected Preliminary Prospectus could have been conveyed
to such person prior to the Applicable Time and (iii) such corrected Preliminary Prospectus was not conveyed to such
person at or prior to the Applicable Time to such person.
(b) Each Underwriter will severally and not jointly indemniff and hold harmless the Company,
its directors and officers and each person, if any, who controls the Company within the meaning of Section 1 5 of the
Securities Act, against any losses, claims, damages or liabilities to which the Company may become subject, under
the Securities Act or the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact
contained in the Registration Statement, the Preliminary Prospectus, the Disclosure Package, the Prospectus or any
Issuer Free Writing Prospectus, or any amendment or supplement to the Registration Statement, the Prospectus or any
Issuer Free Writing Prospectus or arise out of or are based upon the omission or the alleged omission to state therein
a material fact necessary in order to make the statements therein, in the light of the circumstances under which they
were made (in the case ofthe Registration Statement, necessary in order to make the statements therein not misleading),
not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement
or omission or alleged omission was made in reliance upon and in conformity with written information furnished to
the Company by the Representatives on behalf ofthe Underwriters specifically for use therein, and will reimburse any
legal or other expenses reasonably incurred by the Company in connection with investigating or defending any such
loss, claim, damage, liability or action as such expenses are incurred, it being understood and agreed that the only such
information fumished by any Underwriter consists of the following information in the Preliminary Prospectus and
Prospectus furnished on behalf of each Underwriter: under the caption "Underwriting," paragraphs 3, 4 (second
sentence only), 5 and 6; provided, however, that the Underwriters shall not be liable for any losses, claims, damages
or liabilities arising out of or based upon the Company's failure to perform its obligations under Section 5(a) of this
Agreement.
t2
(c) Promptly after receipt by an indemnified party under this Section of notice of the
commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the
indemniffing party under subsection (a) or (b) above, notify the indemniffing party of the commencement thereof;
but the omission so to notify the indemniffing parry will not relieve it from any liability which it may have to any
indemnified party under subsection (a) or (b) above except to the extent that it has been materially prejudiced (throdgh
forfeiture or impairment of procedural or substantive rights or defenses) by such failure; and provided further that the
failure to notify the indemnifling party shall not relieve it from any liability that it may have to an indemnified party
otherwise than under subsection (a) or (b) above. In case any such action is brought against any indemnified party
and itnotifiesthe indemnifyingparty ofthe commencementthereof the indemnifringparty will be entitledtoparticipate
therein and, to the extent that it may wish, jointly with any other indemniffing party similarly notified, to assume the
defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent
of the indemnified party, be counsel to the indemniffing party), and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof the indemnifying party will not be liable to such
indemnified party under this Section for any legal or other expenses subsequently incurred by such indemnified party
in connection with the defense thereof other than reasonable costs of investigation; provided, however, that the
indemnified party shall have the right to employ counsel to represent the indemnified party and their respective
controlling persons who may be subject to liability arising out of any claim in respect of which indemnity may be
sought by the indemnified party against the indemniffing party under this Section 7 if the employment of such counsel
shall have been authorized in writing by the indemniffing party in connection with the defense of such action, if in
the written opinion of counsel to either the indemniffing party or the indemnified party, representation of both parties
by the same counsel wouldbe inappropriate dueto actual or likely conflicts ofinterestbetween them orthe indemniffing
party shall have failed to employ counsel within a reasonable period of time, and in that event the fees and expenses
ofone firm ofseparate counsel (in addition to the fees and expenses ofone local counsel in each applicablejurisdiction)
shall be paid by the indemnifying party. No indemnifying party shall, without the prior written consent of the
indemnified party (which consent shall not be unreasonably withheld), effect any settlement of any pending or
threatened action in respect of which any indemnified parry is or could have been a party and indemnity could have
been sought hereunder by such indemnified party unless such settlement (i) includes an unconditional release of such
indemnified party from all liability on any claims that are the subject matter of such action and (ii) does not include a
statement as to or an admission of fault, culpability or failure to act by or on behalf of any indemnified party.
(d) Ifthe indemnification provided for inthis Section is unavailable or insufficientto hold harmless
an indemnified party under subsection (a) or (b) above, then each indemnifuing party shall contribute to the amount
paid or payable by such indemnified party as aresult ofthe losses, claims, damages or liabilities referred to in subsection
(a) or (b) above (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the
one hand and the Underwriters on the other from the offering of the Offered Securities or (ii) if the allocation provided
by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative
benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and the Underwriters
on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities
as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand
and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the
offering (before deducting expenses) received by the Company bear to the total discounts and commissions received
by the Underwriters with respect to the Offered Securities from the Company under this Agreement. The relative fault
shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or the
Underwriters and the parties'relative intent, knowledge, access to information and opportunity to correct or prevent
such untrue statement or omission. The amount paid by an indemnified party as a result of the losses, claims, damages
or liabilities referred to in the first sentence ofthis subsection (d) shall be deemed to include any legal or other expenses
reasonably incurred by such indemnified parry in connection with investigating or defending any action or claim which
is the subject of this subsection (d). Notwithstanding the provisions of this subsection (d), no Underwriter shall be
required to contribute any amount in excess of the amount by which the total price at which the 2029 Bonds or the
2050 Bonds, as applicable, purchased by it were resold exceeds the amount of any damages which such Underwriter
has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.
l3
No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters'
obligations in this subsection (d) to contribute are several in proportion to their respective purchase obligations and
notjoint.
(e) The obligations of the Company under this Section shall be in addition to any liability which
the Company may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who
controls any Underwriter within the meaning of the Securities Act or the Exchange Act; and the obligations of the
Underwriters under this Section shall be in addition to any liability which the respective Underwriters may otherwise
have and shall extend, upon the same terms and conditions, to each person, if any, who controls the Company within
the meaning of the Securities Act or the Exchange Act.
8. Default of Underwriters. If any Underwriter or Underwriters defaults in its or their obligations to
purchase the 2029 Bonds or the 2050 Bonds, as applicable, hereunder and the aggregate principal amount of the 2029
Bonds or the 2050 Bonds, as applicable, that such defaulting Underwriter or Underwriters agreed but failed to purchase
does not exceed 10% of the total principal amount of the 2029 Bonds or the 2050 Bonds, as applicable, the non-
defaulting Underwriters may make arrangements satisfactory to the Company for the purchase of such 2029 Bonds or
2050 Bonds, as applicable, by other persons, including themselves, but ifno such arrangements are made by the Closing
Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments
hereunder, to purchase such 2029 Bonds or the 2050 Bonds, as applicable, that such defaulting Underwriter or
Underwriters agreed but failed to purchase. If any Underwriter or Underwriters so defaults and the aggrcgate principal
amount of the 2029 Bonds or the 2050 Bonds , as applicable, with respect to which such default or defaults occur
exceeds 10% of the total principal amount of the2029 Bonds orthe 2050 Bonds, as applicable, and arrangements
satisfactory to the non-defaulting Underwriters and the Company for the purchase of such 2029 Bonds or the 2050
Bonds by other persons are not made within 36 hours after such default, this Agreement will terminate without liability
on the part of the non-defaulting Underwriters or the Company, except as provided in Section 9. As used in this
Agreement, the term "Underwriter" includes any person substituted for an Underwriter under this Section. Nothing
herein, including the Company's obligations pursuant to Section t hereof, will relieve a defaulting Underwriter from
liability for its default.
9. Survival of Certain Representations and Obligations. The respective indemnities, agreements,
representations, warranties and other statements of the Company or its officers and of the several Underwriters set
forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or
statement as to the results thereof, made by or on behalf of any Underwriter, the Company or any of their respective
representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered
Securities. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Offered
Securities by the Underwriters is not consummated other than such default by an Underwriter, the Company shall
remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 5 and the respective obligations
of the Company and the Underwriters pursuant to Section 7 shall remain in effect. If the purchase of the Offered
Securities by the Underwriters is not consummated for any reu$on other than solely because of the termination of this
Agreement pursuant to Section 8 or the occurrence of any event specified in clause (iii), (v), (vi) or (vii) of Section 6(c),
the Company will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of
counsel) reasonably incurred by them in connection with the offering of the Offered Securities, provided that the
Company shall not be obligated under this Section 9 to reimburse the Underwriters for any expenses (including any
reasonable fees and disbursements of counsel) in excess of $185,000.
t4
10. No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering
or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting
relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or
subsequently made by the Underwriters: (i) no fiduciary or agency relationship between the Company and any other
person, on the one hand, and the Underwriters, on the otheq exists in connection with the offering of the Offered
Securities; (ii) the Underwriters are not acting as advisors, expert or otherwise, to the Company in connection with
the offeringofthe Offered Securities and suchrelationshipbetweenthe Company, onthe one hand, andthe Underwriters,
on the other, is entirely and solely commercial, based on arms-length negotiations; (iii) any duties and obligations that
the Underwriters may have to the Company in connection with the offering of the Offered Securities shall be limited
to those duties and obligations specifically stated herein; and (iv) the Underwriters and their respective affiliates may
have interests that differ from those ofthe Company. Any review by the Underwriters of the Company, the transactions
contemplated hereby or other matters related to such transactions will be performed solely for the benefit of the
Underwriters and not on behalf ofthe Company. The Company hereby waives any claims that the Company may have
against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.
ll. Notices. All communications hereunder will be in writing and, if sent to the Underwriters, will be
mailed, delivered or faxed and confirmed to each of (i) J.P. Morgan Securities LLC, 383 MadisonAvenue, New York,
NY 10179, Attention: Investment Grade Syndicate Desk - 3rd Floor, facsimile: (212) 834-608 1 ; (ii) MUFG Securities
Americas lnc., l22l Avenue ofthe Americas, 6ft Floor, New York, New York 1 0020, Attention: Capital Markets Group,
facsimile: [phone]; (iii) PNC Capital Markets LLC, 300 Fifth Avenue, Pittsburgh, Pennsylvania 15222,
Attention: Head of Corporate Services, facsimile: [phone]; (iv) Scotia Capital (USA) Inc., 250 Vesey Street,
New York, New York 10281, Attention: Debt Capital Markets, facsimile: [phone], email:
[e-mail]; and (v) TD Securities (USA) LLC, 3l West 52nd Street, 2nd Floor, New York, New York
10019, Attention: Transaction Management Group, or, if sent to the Company, will be mailed, delivered or telegraphed
and confirmed to it at PacifiCorp, 825 NE Multnomah, Suite 2000, Portland, ORg7232,Attention: Legal Department;
provided, however, that any notice to a particular Underwriter pursuant to Section 7 will be mailed, delivered or faxed
and confirmed to such Underwriter.
12. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and
their respective successors and the controlling persons referred to in Section 7, and no other person will have any right
or obligation hereunder. This Agreement and the rights and obligations hereunder shall not be assignable by the
Company without the prior written consent ofthe Representatives (which consent shall not be unreasonably withheld).
This Agreement may not be modified or amended except by an instrument in writing signed by the Company and the
Representatives.
13. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall
be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement.
14. Applicable Law. This Agreement shall be governed by, and construed in accordance with, the
laws of the State of New York without regard to principles of conflicts of laws.
The Company hereby submits to the exclusive jurisdiction of the Federal and state courts in the Borough of
Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the
transactions contemplated hereby.
15. Waiver of Jury. TO THE FULLEST EXTENT PERMITTED BY LAW EACH OF THE PARTIES
HERETOWAIVESANYRIGHTITMAYHAVETOATRIALBYJURYINRESPECTOF LITIGATIONDIRECTLY
OR INDIRECTLYARISING OUT OR T'NDER OR IN CONNECTION WITH THIS AGREEMENT. EACH PARTY
FURTHER WAIVES ANY RIGHT TO CONSOLIDATE ANYACTION IN WHICH A JURY TRIAL HAS BEEN
WAIVED WITHANYOTHERACTION IN WHICHAJURYTRIAL CANNOT BE OR HAS NOTBEEN WAIVED.
lSignatures followl
l5
Ifthe foregoing is in accordance with the Underwriters' understanding of our agreement, kindly sign and retum
to us one of the counterparts hereof, whereupon it will become a binding agreement between the Company and the
several Underwriters in accordance with its terms.
Very truly yours,
PacifiCorp
By:/s/ Nikki L. Kobliha
Nikki L. Kobliha
Vice President, Chief Financial Officer and Treasurer
Name:
Title:
(Underw riting Agreement)
The foregoing Underwriting Agreement
is hereby confirmed and accepted
as of the date first above written.
J.P. Morgan Securities LLC
By:
Name:
Title:
By:
Name:
Title:
By:
Name:
Title:
By:
Name:
Title:
/s/ Robert Bottamedi
Robert Bottamedi
Executive Director
MUFG Securities Americas Inc.
By: /s/ Richard Testa
Name:
Title:
PNC Capital Markets LLC
Richard Testa
Managing Director
/s/ Valerie Shadeck
Scotia Capital (USA) Inc.
Valerie Shadeck
Director
isl Juan Fullaondo
TD Securities (USA) LLC
Juan Fullaondo
Managing Director & Head
/s/ Elsa Wang
Elsa Wang
Director
On behalf of themselves and as Representatives of the several Underwriters
( U nde rw r iti ng Agre eme nt)
SCHEDULEA
Underwriter
PrincipalAmount of
2029 Bonds
PrincipalAmount of
2050 Bonds
J.P. MORGAN SECURITIES LLC s70,400,000 $105,600,000
MUFG SECURITIES AMERICAS INC.$70,400,000 $105,600,000
PNC CAPITAL MARKETS LLC s70,400,000 $105,600,000
SCOTIA CAPITAL (USA) INC.$70,400,000 $105,600,000
TD SECURITIES (USA) LLC $70,400,000 $105,600,000
KEYBANC CAPITAL MARKETS INC.$24,000,000 $36,000,000
SMBC NIKKO SECUzuTIES AMERICA, INC.$24,000,000 s36,000,000
Total..$400,000,000 $600,000,000
REPORT OF SECURITIES ISSUED
March 15,2019
PACIFICORP
Description of securities:$1,000,000,000 of PacifiCorp's First Mortgage Bonds
$400,000,000 of 3.500% Series due June 2029
$600,000,000 of 4.150% Series due February 2050
Description Amount
1 Face value or principal amount $1,000,000,000
2 Plus premium or less discount (3,530,000)
J Gross proceeds 996,470,000
4 Underwriter's spread or commission(l )(6,200,000)
5 Securities and Exchange Commission registration fee(2)(107,245)
6 State mortgage registration tax N/A
7 State commission fees and expenses (r ,396)
8.Fee for recording indenture*(35,000)
9 United States document tax N/A
10.Printing and engraving expenses*(15,000)
ll Trustee's charges*(24,000)
12.Counsel fees*(1 22,000)
13 Accountants' fees*(5 5,7 1 0)
14.Cost of listing N/A
15.Miscellaneous expenset o1 itrrr.x(:)
(Describe large items)
(7t4,649)
16.Total deductions*(7,275,000)
17.Net amount realized*$989,195,000
* Denotes estimate only
tl) Net of payment the underwriters have agreed to make in respect of expenses incurred by PacifiCorp in connection
with the offering.
t2) Application of the remaining unapplied $73,007.50 of previously paid fees associated with $725,000,000 of securities
registered on Form S-3 under Registration No. 333-207667 together with an additional $34,237.50 in fees from the
previously paid total of $158,737.50 associated with $1,275,000,000 of new securities registered on Form S-3 under
Registration No. 333 -227 592.
(3) Includes estimated rating agency fees of $658,000 for the Bonds.