HomeMy WebLinkAbout20200414Compliance Filing.pdf 1407 West North Temple
Salt Lake City, Utah 84116
April 14, 2020
VIA ELECTRONIC DELIVERY
Diane Hanian
Commission Secretary
Idaho Public Utilities Commission
11331 W Chinden Blvd.
Building 8 Suite 201A
Boise, ID 83714
RE: CASE NO. PAC-E-18-10
IN THE MATTER OF ROCKY MOUNTAIN POWER’S APPLICATION FOR
AUTHORITY TO (1) ISSUE AND SELL OR EXCHANGE NOT MORE THAN
$2,000,000,000 OF DEBT, AND (2) ENTER INTO CREDIT SUPPORT
ARRANGEMENTS
Dear Ms. Hanian:
Pursuant to Order No. 34205, in the above referenced matter, PacifiCorp submits to the Idaho Public
Utilities Commission the following documents relating to PacifiCorp’s April 6, 2020 offering of
$1,000,000,000 aggregate principal amount of First Mortgage Bonds, (Bonds):
1. Prospectus Supplement dated April 6, 2020.
2. Underwriting Agreement between PacifiCorp and the several Underwriters listed in Schedule
A as represented by BMO Capital Markets, MUFG, SMBC Nikko TD Securities US Bancorp
CIBC Capital Markets, KeyBanc Capital Markets, and Scotiabank, dated April 6, 2020.
3. Report of Securities Issued.
With regard to the use of the proceeds from the issuance of the Bonds, please see “Use 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.
RECEIVED
2020 April 14,PM3:06
IDAHO PUBLIC
UTILITIES COMMISSION
Idaho Public Utilities Commission
April 14, 2020
Page 2
Please contact me if you have any questions about this letter or the enclosed documents.
Sincerely,
Ryan Weems
Vice President, Controller and Asst. Treasurer
PacifiCorp
Enclosures
cc: Terri Carlock (Idaho Commission)
Ted Weston (PacifiCorp)
Jeff Erb (PacifiCorp)
Chris Hall (Perkins Coie)
Prospectus Supplement dated April 6, 2020
5JUN201511153894
PROSPECTUS SUPPLEMENT
(To prospectus dated October 30, 2018)
$400,000,000 First Mortgage Bonds 2.70% Series Due 2030
$600,000,000 First Mortgage Bonds 3.30% Series Due 2051
PacifiCorp is offering $400,000,000 aggregate principal amount of its 2.70% first mortgage bonds due
2030 (the ‘‘2030 bonds’’), and $600,000,000 aggregate principal amount of its 3.30% first mortgage bonds due
2051 (the ‘‘2051 bonds’’ and together with the 2030 bonds, the ‘‘bonds’’).
We will pay interest semi-annually on the bonds on September 15 and March 15 of each year, beginning
on September 15, 2020.
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-8 for information
on certain matters you should consider before purchasing the bonds.
Per 2030 Bond Per 2051 Bond Total
Public Offering Price(1). . . . . . . . . . . . . . . . . . . . .99.820% 99.176% $994,336,000
Underwriting Discount(2). . . . . . . . . . . . . . . . . . . .0.600% 0.800% $7,200,000
Proceeds to PacifiCorp (Before Expenses). . . . . . .99.220% 98.376% $987,136,000
(1)Plus accrued interest, if any, from April 8, 2020.
(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 of the bonds to purchasers in book-entry form only
through The Depository Trust Company on or about April 8, 2020.
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
BMO Capital Markets MUFG SMBC Nikko TD Securities US Bancorp
CIBC Capital Markets KeyBanc Capital Markets Scotiabank
Co-Managers
nabSecurities, LLC Santander Siebert Williams Shank
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TABLE OF CONTENTS
Page
Prospectus Supplement
About This Prospectus Supplement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-3
Prospectus Supplement Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-4
About PacifiCorp . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-4
The Offering . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-6
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-8
Summary Consolidated Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-9
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-9
Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .S-10
Description of the Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .S-11
Certain U.S. Federal Income Tax Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .S-14
Benefit Plan Investor Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .S-18
Underwriting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .S-20
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .S-26
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .S-26
Incorporation By Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .S-26
Page
Prospectus
About This Prospectus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
The Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Consolidated Ratios of Earnings to Fixed Charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Where You Can Find More Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Description of Additional Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Book-Entry, Delivery and Form . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
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ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is the prospectus supplement, which describes the
specific terms of 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 of the applicable date of this
prospectus supplement or the accompanying prospectus, and any information we have incorporated by
reference is accurate only as of the date of the document incorporated by reference. Our business,
financial condition, results of operations 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.
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PROSPECTUS SUPPLEMENT SUMMARY
In this prospectus supplement, unless otherwise indicated or unless the context otherwise requires, the
words ‘‘Company,’’ ‘‘we,’’ ‘‘our,’’ ‘‘us’’ and ‘‘PacifiCorp’’ refer to PacifiCorp, an Oregon corporation, and its
subsidiaries. References to the ‘‘Mortgage’’ are to the Mortgage and Deed of Trust, dated as of January 9,
1989, as amended and supplemented, with The Bank of New York Mellon Trust Company, N.A., as
successor trustee.
The following summary contains basic information about PacifiCorp and this offering. 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, the accompanying prospectus and by the documents incorporated
by reference into this prospectus supplement.
ABOUT PACIFICORP
PacifiCorp, an indirect wholly owned subsidiary of Berkshire Hathaway Energy Company (‘‘BHE’’),
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
combined service territory, which helps mitigate PacifiCorp’s exposure to economic fluctuations. In the
eastern portion of the service territory, consisting of Utah, Wyoming and southeastern Idaho, the
principal industries are manufacturing, mining or extraction of natural resources, agriculture,
technology, recreation and government. 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, government 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 of the franchise
agreements is approximately 23 years. 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 was incorporated under the laws of the state of Oregon in 1989 and its principal
executive offices are located at 825 N.E. Multnomah Street, Portland, Oregon 97232, its telephone
number is (888) 221-7070 and its internet address is www.pacificorp.com. 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.
BHE controls substantially all of PacifiCorp’s voting securities, which include both common and
preferred stock.
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For additional information concerning our business and affairs, including our capital requirements,
external financing arrangements and pending legal and regulatory proceedings, including descriptions of
those laws and regulations to which we are subject, prospective purchasers should refer to the
documents incorporated by reference into this prospectus supplement as described in the sections
entitled ‘‘Incorporation by Reference’’ elsewhere in this prospectus supplement and ‘‘Where You Can
Find More Information’’ in the accompanying prospectus.
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THE OFFERING
Issuer . . . . . . . . . . . . . . . . . . . . . . . PacifiCorp.
Bonds Offered . . . . . . . . . . . . . . . . .$400,000,000 aggregate principal amount of 2.70% First
Mortgage Bonds due 2030 (the ‘‘2030 bonds’’).
$600,000,000 aggregate principal amount of 3.30% First
Mortgage Bonds due 2051 (the ‘‘2051 bonds’’).
Indenture . . . . . . . . . . . . . . . . . . . . .The bonds will be issued pursuant to a Supplemental
Indenture to the Mortgage.
Maturity Date . . . . . . . . . . . . . . . . .The 2030 bonds will mature on September 15, 2030.
The 2051 bonds will mature on March 15, 2051.
Interest Payment Dates . . . . . . . . . . . We will pay interest on the 2030 bonds semi-annually on
September 15 and March 15 each year, beginning on
September 15, 2020.
We will pay interest on the 2051 bonds semi-annually on
September 15 and March 15 each year, beginning on
September 15, 2020.
Optional Redemption
2030 Bonds . . . . . . . . . . . . . . . . . . . Prior to June 15, 2030 (which is the date that is three months
prior to the maturity of the 2030 bonds (the ‘‘2030 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:
(1) 100% of the principal amount of the 2030 bonds then
outstanding to be redeemed; or
(2) the sum of the present values of the remaining
scheduled payments of principal and interest on the
2030 bonds to be redeemed that would be due if the
2030 bonds matured on the 2030 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 35 basis points;
plus, for (1) or (2) above, whichever is applicable, accrued and
unpaid interest, if any, on such 2030 bonds to the date of
redemption. See ‘‘Description of the Bonds—Optional
Redemption.’’
On or after the 2030 Par Call Date, we may redeem the 2030
bonds, 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 2030 bonds to be redeemed, plus accrued and unpaid
interest thereon, if any, to the date of redemption.
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2051 Bonds . . . . . . . . . . . . . . . . . . . Prior to September 15, 2050 (which is the date that is
six months prior to the maturity of the 2051 bonds (the ‘‘2051
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:
(1) 100% of the principal amount of the 2051 bonds then
outstanding to be redeemed; or
(2) the sum of the present values of the remaining
scheduled payments of principal and interest on the
2051 bonds to be redeemed that would be due if the
2051 bonds matured on the 2051 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 35 basis points;
plus, for (1) or (2) above, whichever is applicable, accrued and
unpaid interest, if any, on such 2051 bonds to the date of
redemption. See ‘‘Description of the Bonds—Optional
Redemption.’’
On or after the 2051 Par Call Date, we may redeem the 2051
bonds, 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 2051 bonds to be redeemed, plus accrued and unpaid
interest thereon, if any, to the date of redemption.
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 of the holders of the bonds, including provisions
requiring us to maintain the mortgaged property as an
operating system or systems capable of engaging in all or any
of the generating, transmission, distribution or other utility
businesses described in the Mortgage. See ‘‘Description of
Additional Bonds—Certain Covenants’’ in the accompanying
prospectus.
Use of Proceeds . . . . . . . . . . . . . . . . We intend to use the net proceeds from the sale of the bonds
to fund capital expenditures, primarily for renewable resource
and associated transmission projects, and for general corporate
purposes. Please read ‘‘Use of Proceeds.’’
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 of each series of the bonds offered hereby will be
made against payment therefor on or about April 8, 2020.
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RISK FACTORS
Investing in the bonds involves risk. Before purchasing the bonds, you should carefully consider the
risk factors included in the accompanying prospectus starting on page 2 and our Annual Report on
Form 10-K for the year ended December 31, 2019 (the ‘‘Form 10-K’’), which is incorporated by
reference into this prospectus supplement. You should also read and consider the other information
contained in this prospectus supplement, the accompanying prospectus and the documents incorporated
by reference in order to evaluate an investment in the bonds. See ‘‘Incorporation by Reference’’ on
page S-26 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.
Our business could be adversely affected by the coronavirus or other pathogens, or similar crises.
Our business could be adversely affected by the recent outbreak of coronavirus in and across the
United States and the markets in which we operate, including, without limitation, if our utility
customers experience decreases in demand for their products and services and thereby reduce their
consumption of electricity that we supply, or if we experience material payment defaults by our
customers. In addition, our results and financial condition may be adversely affected by pending or
possible federal, state or local legislation related to coronavirus (or other similar laws, regulations,
orders or other governmental or regulatory actions) that if adopted would impose a moratorium on
terminating electric utility services including related assessment of late fees, due to non-payment or
other circumstances. The Company has already temporarily implemented certain of these measures,
either voluntarily or in accordance with requirements of certain of our public utility commissions. These
requirements will likely remain for the duration of the coronavirus emergency. The government and
regulators could impose other requirements on our business that could have an adverse financial
impact on our results or operations.
Further, the recent outbreak of the coronavirus, or another pathogen, could disrupt supply chains
(including supply chains for energy generation, steel or transmission wire) relating to the markets we
serve, which could adversely impact our ability to generate or supply power. In addition, such
disruptions to the supply chain could delay certain of our construction and other capital expenditure
projects, including construction and repowering of our wind generation projects. Delays of these capital
projects could result in their completion past the in-service dates required by the U.S. tax code in order
to qualify for the maximum federal production tax credits for investments in such renewable power
generation facilities. Such disruptions could adversely affect our consolidated financial results and our
ability to service the bonds.
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SUMMARY CONSOLIDATED FINANCIAL INFORMATION
We have derived the summary consolidated financial information presented below from our
historical audited consolidated financial statements as of and for the years ended December 31, 2019
and 2018. 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,
2019 2018
(in millions)
Consolidated Statements of Operations Information:
Operating revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $5,068 $ 5,026
Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1,072 1,051
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 771 738
Other Consolidated Financial Information:
Net cash flows from operating activities . . . . . . . . . . . . . . . . . . . $1,547 $ 1,811
Net cash flows from investing activities . . . . . . . . . . . . . . . . . . . .(2,164) (1,252)
Net cash flows from financing activities . . . . . . . . . . . . . . . . . . . 561 (496)
As of
December 31,
2019 2018
(in millions)
Consolidated Balance Sheet Information:
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .$23,697 $22,313
Long-term debt obligations(1). . . . . . . . . . . . . . . . . . . . . . . . . .7,658 7,015
PacifiCorp shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . .8,437 7,845
(1)Includes current portion
USE OF PROCEEDS
We intend to use the net proceeds from the sale of the bonds to fund capital expenditures,
primarily for renewable resource and associated transmission projects, and for general corporate
purposes. We may initially use the net proceeds to repay short-term debt. As of April 3, 2020 we had
approximately $67.0 million of commercial paper outstanding maturing in April, with a weighted
average interest rate of 1.90%.
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CAPITALIZATION
The table below shows our capitalization on a consolidated basis as of December 31, 2019. The
‘‘As Adjusted’’ column reflects our capitalization as of that date after giving effect to this offering of
bonds and the use of the net proceeds from this offering. You should read this table along with the
Consolidated Financial Statements contained in the Form 10-K.
As of December 31, 2019
Actual As Adjusted
Amounts Amounts
(in millions) % (in millions) %
Short-term debt . . . . . . . . . . . . . . . . . . . . . . $ 130 1% $ — —%
Current portion of long-term debt . . . . . . . . . 38 — 38 —
Long-term debt . . . . . . . . . . . . . . . . . . . . . .7,620 47 8,620 51
Total short- and long-term debt . . . . . . . . .7,788 48 8,658 51
Preferred stock . . . . . . . . . . . . . . . . . . . . . . . 2 — 2 —
Total common equity . . . . . . . . . . . . . . . . . . .8,435 52 8,435 49
Total capitalization . . . . . . . . . . . . . . . . . . $16,225 100% $17,095 100%
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DESCRIPTION OF THE BONDS
Each series of the bonds will be issued pursuant to a thirty-first 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 2030 bonds will initially be in aggregate principal amount of $400,000,000, and the 2051 bonds will
initially be in aggregate principal amount of $600,000,000. The entire principal amount of the 2030
bonds will mature and become due and payable, together with any accrued and unpaid interest thereon,
on September 15, 2030. The entire principal amount of the 2051 bonds will mature and become due
and payable, together with any accrued and unpaid interest thereon, on March 15, 2051. 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
Each 2030 bond will bear interest at the rate of 2.70% per annum from the date of original
issuance. Interest on the 2030 bonds will be payable semi-annually in arrears on September 15 and
March 15 of each year (each, an ‘‘Interest Payment Date’’). The initial Interest Payment Date is
September 15, 2020.
Each 2051 bond will bear interest at the rate of 3.30% per annum from the date of original
issuance. Interest on the 2051 bonds will be payable semi-annually in arrears on September 15 and
March 15 of each year (each, an ‘‘Interest Payment Date’’). The initial Interest Payment Date is
September 15, 2020.
The amount of interest payable on each series of the bonds will be computed on the basis of a
360-day year consisting of twelve 30-day months. If any date on which interest is payable on the bonds
is not a business day, then payment of the interest payable on that date will be made on the next
succeeding day which is a business day (and without any additional interest or other payment in respect
of any delay), with the same force and effect as if made on such date.
So long as the bonds remain in book-entry form only, the record date for each Interest Payment
Date will be the close of business on the business day before the applicable Interest Payment Date. If
the bonds are not all in book-entry form, the record date for each Interest Payment Date will be the
close of business on the 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.
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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 2030 Par Call Date (as defined below), we may redeem the 2030 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:
100% of the principal amount of 2030 bonds then outstanding to be redeemed; or
the sum of the present values of the remaining scheduled payments of principal and interest on
the 2030 bonds to be redeemed that would be due if the 2030 bonds matured on the 2030 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 35 basis points, as determined by
an Independent Investment Banker;
plus, in either of the above cases, whichever is applicable, accrued and unpaid interest, if any, on such
2030 bonds to the date of redemption.
On or after the 2030 Par Call Date, we may redeem the 2030 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
2030 bonds to be redeemed, plus accrued and unpaid interest, if any, thereon to the date of
redemption.
Prior to the 2051 Par Call Date (as defined below), we may redeem the 2051 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:
100% of the principal amount of 2051 bonds then outstanding to be redeemed; or
the sum of the present values of the remaining scheduled payments of principal and interest on
the 2051 bonds to be redeemed that would be due if the 2051 bonds matured on the 2051 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 35 basis points, as determined by
an Independent Investment Banker;
plus, in either of the above cases, whichever is applicable, accrued and unpaid interest, if any, on such
2051 bonds to the date of redemption.
On or after the 2051 Par Call Date, we may redeem the 2051 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
2051 bonds to be redeemed, plus accrued and unpaid interest, if any, thereon to the date of
redemption.
We will mail a notice of redemption at least 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.
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Unless we default in payment of the redemption price, on and after the redemption date, interest
will cease to accrue on each series of the bonds or portions thereof called for redemption.
‘‘2030 Par Call Date’’ means June 15, 2030, which is the date that is three months prior to the
maturity of the 2030 bonds.
‘‘2051 Par Call Date’’ means September 15, 2050, which is the date that is six months prior to the
maturity of the 2051 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.
‘‘Independent Investment Banker’’ means an investment banking institution of international
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, of the bid and asked prices for the applicable
Comparable Treasury Issue (expressed in each case as a percentage of its 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.
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CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS
The following is a summary of certain U.S. federal income tax consequences of the purchase,
ownership and disposition of the bonds. It is included 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 U.S. federal income tax laws (for example, financial institutions, former citizens
or residents of the U.S., 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 U.S. dollar, controlled foreign corporations, passive foreign
investment companies, corporations that accumulate earnings to avoid U.S. 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 U.S. 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 U.S. 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 of cash equal to their offering price and who hold the bonds as
capital assets under Section 1221 of the U.S. Internal Revenue Code of 1986, 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 of the bonds should consult their tax advisors concerning the U.S. federal tax
consequences thereof in light of their particular situations as well as any consequences arising under
the laws of any other taxing jurisdiction. Furthermore, the discussion below is based upon provisions of
the Code, the legislative history thereof, existing and proposed U.S. Treasury (‘‘Treasury’’) regulations,
administrative rulings and judicial decisions, all as of the 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 U.S. 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 of the purchase, ownership or disposition of the bonds or that any
such position would not be sustained.
For purposes of the following discussion, a ‘‘U.S. Holder’’ means a beneficial owner of the bonds
that is, for U.S. federal income tax purposes:
An individual citizen or resident of the U.S.;
A corporation (or other entity treated as a corporation for U.S. federal income tax purposes)
created or organized in or under the laws of the U.S., any state thereof or the District of
Columbia;
An estate, the income of which is subject to the U.S. federal income tax regardless of source; or
A trust, if (a) a court within the U.S. is able to exercise primary supervision over administration
of the trust and one or more U.S. persons have authority to control all substantial decisions of
the trust or (b) it has a valid election in effect under applicable 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 U.S. federal
income tax purposes) that is not a U.S. Holder.
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If a partnership or an entity or arrangement treated as a partnership for U.S. federal income tax
purposes owns any of the bonds, the U.S. federal income tax treatment of a partner or an equity
interest owner of such other entity will generally depend upon the status of the partner or owner and
the activities of the 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 of the bonds, you
should consult your tax advisor regarding the U.S. federal income tax consequences of the purchase,
ownership and disposition of the bonds.
U.S. Holders
Payments of Interest
If the 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 U.S. 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 (1) the amount of cash and the
fair market value of any 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 recognized by 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 a 3.8% tax (the ‘‘Medicare tax’’)
on the lesser of (1) 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
of the conduct of such 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 U.S. federal income or withholding tax,
provided that (1) the Non-U.S. Holder does not actually or constructively own 10% 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 pursuant to a
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loan agreement entered into in the ordinary course of business, (3) such interest is not effectively
connected with the conduct by the Non-U.S. Holder of a trade or business within the U.S. 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 satisfy the requirements in the preceding paragraph, payments of
interest made to such Non-U.S. Holder generally will be subject to the 30% U.S. federal withholding
tax, unless such Non-U.S. Holder provides us or our paying agent with a properly executed (1) 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 U.S. If interest
on the bonds is effectively connected with the conduct by a Non-U.S. Holder of a trade or business
within the U.S. (and, if an applicable income tax treaty applies, is attributable to a U.S. permanent
establishment maintained by the Non-U.S. Holder), such interest generally will be subject to U.S.
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 U.S. federal income tax, unless
(1) such gain is effectively connected with the conduct by such Non-U.S. Holder of a trade or business
within the U.S. (and, if an applicable income tax treaty applies, is attributable to a U.S. 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 U.S. (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) or (2) the Non-U.S. Holder is an individual who is present in the U.S. for
183 days or more in the taxable year of disposition and certain other conditions are satisfied, in which
case the Non-U.S. Holder generally will be subject to a 30% tax (or such lower rate specified by any
applicable income tax treaty) on the excess, if any, of such gain plus all other U.S. source capital gains
recognized during the same taxable year over the Non-U.S. Holder’s U.S. 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 30% withholding tax on payments of interest on, 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 Treasury and complies with the reporting and
withholding requirements thereunder or, in the case of a foreign financial institution in a jurisdiction
that has entered into an intergovernmental agreement with the U.S., 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 substantial U.S.
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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 U.S. and a foreign jurisdiction may modify the rules discussed in this paragraph.
Prospective investors should consult their tax advisors regarding FATCA.
Information Reporting and Backup Withholding
Payments of interest made by us on, or the proceeds of the sale or other disposition of, the bonds
to U.S. Holders and Non-U.S. Holders may be subject to U.S. information reporting and may also be
subject to U.S. federal backup withholding if the recipient of the payment fails to supply an accurate
taxpayer identification number or otherwise fails to comply with applicable U.S. information reporting
and certification requirements. Any amount withheld under the backup withholding rules may be
allowable as a refund or credit against the holder’s U.S. federal income tax, provided that the required
information is timely furnished to the IRS.
PROSPECTIVE INVESTORS ARE ADVISED TO CONSULT THEIR TAX ADVISORS
CONCERNING THE APPLICATION OF THE UNITED STATES FEDERAL TAX LAWS TO THEIR
PARTICULAR CIRCUMSTANCES AS WELL AS ANY TAX CONSEQUENCES ARISING UNDER
THE LAWS OF ANY STATE, LOCAL OR FOREIGN TAXING JURISDICTION PRIOR TO MAKING
SUCH INVESTMENT.
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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 (collectively, ‘‘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 4975 of the
Code or any Similar Law. Section 406 of ERISA and Section 4975 of the Code prohibit ERISA Plans
from engaging in specified transactions (including, without limitation, an extension of credit) involving
plan assets with persons who are ‘‘parties in interest’’ within the meaning of ERISA or ‘‘disqualified
persons’’ within the meaning of Section 4975 of the Code, unless a statutory, class or individual
exemption applies. 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 of an 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 of the bonds constitutes an extension of credit by the purchaser to us, the acquisition or
holding of the bonds by an ERISA Plan or a plan subject to Similar Law with respect to which we are
considered a party in interest or a disqualified person might constitute or result in a direct or indirect
prohibited transaction, unless the investment is acquired in accordance with an applicable statutory,
class or individual prohibited transaction exemption. In this regard, the U.S. Department of Labor has
issued prohibited transaction class exemptions (‘‘PTCEs’’) that may apply to the acquisition and holding
of the bonds. These class exemptions include, without limitation, PTCE 84-14, respecting transactions
determined by independent qualified professional asset managers, PTCE 90-1, respecting insurance
company pooled separate accounts, PTCE 91-38, respecting bank collective investment funds,
PTCE 95-60, respecting life insurance company general accounts and PTCE 96-23, respecting
transactions determined by in-house asset managers. In addition, Section 408(b)(17) of ERISA and
Section 4975(d)(20) of the Code provide relief from the prohibited transaction provisions of ERISA
and Section 4975 of the Code for certain transactions, provided that neither the issuer of the bonds nor
any of its affiliates (directly or indirectly) has or exercises any discretionary authority or control or
renders any investment advice with respect to the assets of any ERISA Plan involved in the transaction
and provided further that the ERISA Plan pays no more than adequate consideration in connection
with the transaction. Each of these PTCEs and statutory exemptions contain conditions and limitations
on their application and do not provide relief from the self-dealing prohibitions under ERISA and the
Code. It should also be noted that even if the 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 of credit by the purchaser to us each
purchaser and transferee of the bonds who is subject to any Applicable Benefit Plan Regulation(s) will
be deemed to have represented by its acquisition and holding of the bonds that its acquisition and
holding of the bonds does not constitute or give rise to a non-exempt prohibited transaction under such
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Applicable Benefit Plan Regulation(s). Such purchaser or transferee should consult legal counsel before
purchasing the bonds. Nothing herein shall be construed as a representation that an exemption from
the prohibited transaction rules would apply to the acquisition or holding of the bonds or that an
investment in the bonds would meet any or all of the relevant legal requirements with respect to
investments by, or is appropriate for, an employee benefit plan or individual retirement account subject
to any Applicable Benefit Plan Regulation(s).
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UNDERWRITING
BMO Capital Markets Corp., MUFG Securities Americas Inc., SMBC Nikko Securities
America, Inc., TD Securities (USA) LLC and U.S. Bancorp Investments, Inc. 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 Principal
Amount of Amount of
Underwriters Bonds Bonds
BMO Capital Markets Corp.. . . . . . . . . . . . . . . . . . . $56,000,000 $ 84,000,000
MUFG Securities Americas Inc.. . . . . . . . . . . . . . . .56,000,000 84,000,000
SMBC Nikko Securities America, Inc.. . . . . . . . . . . .56,000,000 84,000,000
TD Securities (USA) LLC . . . . . . . . . . . . . . . . . . . . .56,000,000 84,000,000
U.S. Bancorp Investments, Inc.. . . . . . . . . . . . . . . . .56,000,000 84,000,000
CIBC World Markets Corp.. . . . . . . . . . . . . . . . . . .30,000,000 45,000,000
KeyBanc Capital Markets Inc.. . . . . . . . . . . . . . . . . .30,000,000 45,000,000
Scotia Capital (USA) Inc.. . . . . . . . . . . . . . . . . . . . .30,000,000 45,000,000
nabSecurities, LLC . . . . . . . . . . . . . . . . . . . . . . . . . .10,000,000 15,000,000
Santander Investment Securities Inc.. . . . . . . . . . . . .10,000,000 15,000,000
Siebert Williams Shank & Co., LLC . . . . . . . . . . . . . .10,000,000 15,000,000
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .$400,000,000 $600,000,000
The underwriting agreement provides that the obligations of the underwriters to purchase the
bonds included in this offering are subject to approval of legal matters by counsel and to other
conditions. The underwriters are obligated to purchase all of the bonds if they purchase any of the
bonds.
The underwriters propose to offer the bonds directly to the public at the applicable public offering
price set forth on the cover page of this prospectus supplement. The underwriters may offer the bonds
to selected dealers at the applicable public offering price less a concession not to exceed 0.35% of the
principal amount of the 2030 bonds and 0.45% of the principal amount of the 2051 bonds. In addition,
the underwriters may allow, and those selected dealers may reallow, a concession not to exceed 0.20%
of the principal amount of the 2030 bonds and 0.25% of the principal amount of the 2051 bonds to
certain other dealers. After the initial offering of the bonds to the public, the applicable 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 of a greater
number of bonds than they are required to purchase in the offering. Stabilizing transactions consist of
certain bids or purchases made for the purpose of preventing or slowing a decline in the market price
of the bonds while the offering is in progress.
The underwriters may also impose a penalty bid. This occurs when a particular underwriter repays
to another underwriter a portion of the underwriting discount received by it because the other
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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
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 $1,150,000. 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 of investments and actively trade debt and equity securities
(or related derivative securities) and financial instruments (including bank loans) for their own account
and for the accounts of their customers, and such investment and securities activities may involve our
or our affiliates’ securities and instruments. Certain of the underwriters or their affiliates that have a
lending relationship with us routinely hedge, 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 affiliates would hedge such exposure by entering into transactions
which consist of either the purchase of credit default swaps or the creation of short positions in our
securities, including potentially the bonds offered hereby. Any such 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 of their
business.
We have agreed to indemnify 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
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 European Economic Area or in
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the United Kingdom. For these purposes, (a) a retail investor means a person who is one (or more) of:
(i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended,
‘‘MiFID II’’); (ii) a customer within the meaning of Directive (EU) 2016/97, where that customer would
not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a
qualified investor as defined in Regulation (EU) 2017/1129 (the ‘‘Prospectus Regulation’’); and (b) the
expression ‘‘offer’’ includes 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. Consequently, no key information document required by Regulation (EU)
No 1286/2014 (as amended, the ‘‘PRIIPs Regulation’’) for offering or selling the bonds or otherwise
making them available to retail investors in the European Economic Area or in the United Kingdom
has been prepared and therefore offering or selling the bonds or otherwise making them available to
any retail investor in the European Economic Area or in the United Kingdom may be unlawful under
the PRIIPs Regulation.
This prospectus supplement and the accompanying prospectus have been prepared on the basis
that any offer of bonds in any Member State of the European Economic Area or in the United
Kingdom will be made pursuant to an exemption under the Prospectus Regulation from the
requirement to publish a prospectus for offers of bonds. This prospectus supplement and the
accompanying prospectus are not a prospectus for the purposes of the Prospectus 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(1) of the Securities Act (Ontario), and are permitted clients, as defined in National
Instrument 31-103 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 of applicable 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
territory. The purchaser should refer to any applicable provisions of the securities legislation of the
purchaser’s province or territory for particulars of these 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
Any invitation or inducement to engage in investment activity (within the meaning of Section 21 of
the Financial Services and Markets Act 2000, as amended (the ‘‘FSMA’’)), in connection with the issue
or sale of the bonds may only be communicated or caused to be communicated in circumstances in
which Section 21(1) of the FSMA does not apply to us.
Anything done by any person in relation to the bonds in, from or otherwise involving the United
Kingdom must only be done in compliance with all applicable provisions of the FSMA.
The communication of this prospectus supplement, the accompanying prospectus and any other
document or materials relating to the issue of the bonds offered hereby is not being made, and such
documents and/or materials have not been approved, by an authorized person for the purposes of
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section 21 of the FSMA. Accordingly, such documents and/or materials are not being distributed to,
and must not be passed on to, the general public in the United Kingdom.
The communication of such documents as financial promotions are only directed at (i) persons
who are outside the United Kingdom; (ii) those persons in the United Kingdom who have professional
experience in matters relating to investments and who fall within the definition of ‘‘investment
professionals’’ as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (as amended) (the ‘‘Order’’); (iii) high net worth companies, unincorporated
associations and other persons falling within Article 49(2)(a) to (d) of the Order; or (iv) any other
persons to whom it may otherwise be lawfully communicated in accordance with the Order (all such
persons falling within (i)-(iv) together being referred to as ‘‘relevant persons’’). The bonds are only
available to, and an invitation, offer or agreement to subscribe, purchase or otherwise acquire the
bonds will be engaged only with, relevant persons. Any person who is not a relevant person should not
act or rely on this prospectus supplement, the accompanying prospectus or any of their contents.
Switzerland
This prospectus supplement does not constitute an issue prospectus pursuant to Article 652a or
Article 1156 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. 571, 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 of only to persons outside Hong Kong or only to ‘‘professional investors’’ within the meaning
of the Securities and Futures Ordinance (Cap. 571, 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
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(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, of the bonds may not be
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 of the Securities and Futures Act, Chapter 289 of Singapore
(the ‘‘SFA’’), (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to
Section 275(1A), 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 of the SFA by a relevant person
which is:
a corporation (which is not an accredited investor (as defined in Section 4A of the 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 of whom 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 of the trust is an individual who is an accredited investor,
shares, debentures and units of shares and debentures of that 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 of the SFA except:
to an institutional investor (for corporations, under Section 274 of the SFA) or to a relevant
person defined in Section 275(2) of the SFA, or to any person pursuant to an offer that is
made on terms that such shares, debentures and units of shares and debentures of that
corporation or such rights and interest in that trust are acquired at a consideration of not
less than S$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 Classification
Solely for the purposes of its obligations pursuant to sections 309B(1)(a) and 309B(1)(c) of the
SFA, the Company has determined, and hereby notifies all relevant persons (as defined in Section 309A
of the 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-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16:
Notice on Recommendations on Investment Products).
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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 governing 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.
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LEGAL MATTERS
Certain legal matters with respect to the bonds we are offering will be passed upon for us by the
Chief Corporate Counsel and Corporate Secretary of Berkshire 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 10-K for the year ended December 31, 2019, 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 of this
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 13(a), 13(c), 14 or 15(d) of the Exchange Act on or after the date of
this prospectus supplement and prior to the termination of this offering; except that we are not
incorporating by reference any information furnished (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 10-K for the year ended December 31, 2019.
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: Corporate Secretary
825 N.E. Multnomah Street
Portland, Oregon 97232
(888) 221-7070
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PROSPECTUS
PACIFICORP
$2,000,000,000
FIRST MORTGAGE BONDS
PacifiCorp, an Oregon corporation, may from time to time offer First Mortgage Bonds
(‘‘Additional Bonds’’ or ‘‘Securities’’) in one or more issuances or series at prices and on terms to be
determined at the time of sale such that the aggregate initial offering price 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 page 2 of this prospectus for information on certain matters you should
consider before buying our Securities.
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 IS TRUTHFUL OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this prospectus is October 30, 2018.
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TABLE OF CONTENTS
ABOUT THIS PROSPECTUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
FORWARD-LOOKING STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES . . . . . . . . . . . . . . . . . . . . 3
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
WHERE YOU CAN FIND MORE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
DESCRIPTION OF ADDITIONAL BONDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
BOOK-ENTRY, DELIVERY AND FORM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
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 of those documents. Our business, financial condition and results of operations may have changed
since that date. We are not offering to sell the Securities and we are not soliciting offers to buy the
Securities in any jurisdiction in which offers are not permitted.
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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement on Form S-3 that PacifiCorp filed with the
U.S. Securities and Exchange Commission (the ‘‘SEC’’) using the ‘‘shelf’’ registration process. Under
this shelf registration process, we may from time to time sell the Securities described in this prospectus
in one or more offerings. This prospectus provides a general description of the Securities. Each time
we sell Securities, we will provide a prospectus supplement that will contain specific information about
the terms of that offering. That prospectus supplement may include or incorporate by reference a
detailed and current discussion of any risk factors and will discuss any special considerations applicable
to those Securities. The prospectus supplement may also add, update or change information contained
in this prospectus. You should read both this prospectus and any prospectus supplement together with
additional information described under ‘‘Where You Can Find More Information.’’ If there is any
inconsistency between the information in this prospectus and any prospectus supplement related to
offered Securities, you should rely on the information contained in that prospectus supplement.
Unless otherwise indicated or unless the context otherwise requires, in this prospectus, the words
‘‘PacifiCorp,’’ ‘‘Company,’’ ‘‘we,’’ ‘‘our’’ and ‘‘us’’ refer to PacifiCorp, an Oregon corporation, and its
subsidiaries.
For more detailed information about the Securities, you can read the exhibits to the registration
statement. Those exhibits have been either filed with the registration statement or incorporated by
reference to earlier SEC filings listed in the registration statement. See ‘‘Where You Can Find More
Information.’’
FORWARD-LOOKING STATEMENTS
This prospectus, any accompanying prospectus supplement and the additional information referred
to under the heading ‘‘Where You Can Find More Information’’ may contain ‘‘forward-looking
statements’’ within the meaning of Section 27A of the Securities Act of 1933, as amended (the
‘‘Securities Act’’) and Section 21E of the Securities Exchange Act of 1934, as amended (the ‘‘Exchange
Act’’), which are subject to the safe harbor created by the Private Securities Litigation Reform Act
of 1995. All statements other than statements of historical fact are ‘‘forward-looking statements’’ for
purposes of these provisions. Examples include discussions as to our expectations, beliefs, plans, goals,
objectives and future financial or other performance or assumptions concerning matters discussed,
including through incorporation by reference, in this prospectus. This information, by its nature,
involves estimates, projections, forecasts, risks and uncertainties that could cause actual results or
outcomes to differ substantially from those expressed in the forward-looking statements found in this
prospectus and the documents incorporated by reference in this prospectus.
Our business is influenced by many factors that are difficult to predict, involve uncertainties that
may materially affect actual results and are often beyond our ability to control. We have identified a
number of these factors in our filings with the SEC, including the Form 10-K, the Forms 10-Q and the
Forms 8-K incorporated by reference in this prospectus, and we refer you to those reports for further
information.
Any 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
1.9 million retail electric customers in portions of Utah, Oregon, Wyoming, Washington, Idaho and
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California. We are principally engaged in the business of generating, transmitting, distributing and
selling electricity. Our combined service territory covers approximately 141,000 square miles and
includes diverse regional economies across six states. No single segment of the economy dominates the
service territory, which helps mitigate our exposure to economic fluctuations. In the eastern portion of
the service territory, consisting of Utah, Wyoming and southeastern Idaho, the principal industries are
manufacturing, mining or extraction of natural resources, agriculture, technology, recreation and
government. 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, 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 of the franchise
agreements is approximately 25 years, although their terms range from five years to indefinite. Several
of these franchise agreements allow the municipality the right to seek amendment to the franchise
agreement at a specified time during the term. We generally have an exclusive right to serve electric
customers within our service territories and, in turn, have an obligation to provide electric service to
those customers. In return, the state utility commissions have established rates on a cost-of-service
basis, which are designed to allow us an opportunity to recover our costs of providing services and to
earn a reasonable return on our investments.
We deliver electricity to customers in Utah, Wyoming and Idaho under the trade name Rocky
Mountain Power and to customers in Oregon, Washington and 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 (888) 221-7070.
For additional information concerning our business and affairs, including our capital requirements,
external financing arrangements and pending legal and regulatory proceedings, including descriptions of
those laws and regulations to which we are subject, prospective purchasers should refer to the
documents incorporated by reference into this prospectus as described in the section entitled ‘‘Where
You Can Find More Information.’’
RISK FACTORS
Investing in our Securities involves risk. Before purchasing any Securities we offer, you should
carefully consider the risk factors described in our periodic reports filed with the SEC and the
following risk factors related to the Securities, as well as the other information contained in this
prospectus, any prospectus supplement and the information incorporated by reference herein in order
to evaluate an investment in our Securities. See ‘‘Forward-Looking Statements’’ and ‘‘Where You Can
Find More Information’’ in this prospectus. Additional risks and uncertainties that are not yet
identified or that we currently believe are immaterial may also materially harm our business, operating
results and financial condition and could result in a loss on your investment.
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We have not appraised the collateral subject to the mortgage securing our Additional Bonds (‘‘Mortgage’’)
and, if there is a default or a foreclosure sale, the value of the collateral may not be sufficient to repay the
holders of any Additional Bonds.
We have not made any formal appraisal of the value of the collateral subject to the Mortgage,
which will secure any Additional Bonds. The value of the collateral in the event of liquidation will
depend on market and economic conditions, the availability of buyers, the timing of the sale of the
collateral and other factors. We cannot assure you that the proceeds from a sale of all of the collateral
would be sufficient to satisfy the amounts outstanding under the Additional Bonds and our other first
mortgage bonds secured by the same collateral or that such payments would be made in a timely
manner. If the proceeds were not sufficient to repay amounts outstanding under the Additional Bonds,
then holders of the Additional Bonds, to the extent not repaid from the proceeds of the sale of the
collateral, would only have an unsecured claim against our remaining assets.
There is no existing market for the Securities, and we cannot assure you that an active trading market for the
Securities will develop.
We do not intend to apply for listing of the Securities on any securities exchange or automated
quotation system. There can be no assurance as to the liquidity of any market that may develop for the
Securities. Accordingly, the ability of holders to sell the Securities that they hold or the price at which
holders will be able to sell the Securities may be limited. Future trading prices of the Securities will
depend on many factors, including, among other things, prevailing interest rates, our operating results
and the market for similar securities.
We do not know whether an active trading market will develop for the Securities. To the extent
that an active trading market does develop, the price at which a holder may be able to sell the
Securities that it holds, if at all, may be less than the price paid for them. Consequently, a holder may
not be able to liquidate its investment readily, and the Securities may not be readily accepted as
collateral for loans.
The terms of the Mortgage and the supplemental indentures do not prohibit us from incurring additional
indebtedness, which could adversely affect our financial condition.
The terms of the Mortgage and the supplemental indentures do not prohibit us from incurring
indebtedness in addition to the Additional Bonds. Accordingly, we could enter into acquisitions,
refinancings, recapitalizations or other highly leveraged transactions that could significantly increase our
total amount of outstanding indebtedness. The interest payments needed to service this increased level
of indebtedness 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 Ended June 30, 2018 2017 2016 2015 2014 2013
3.0x . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3.9x 3.9x 3.7x 3.6x 3.5x
USE OF PROCEEDS
Unless otherwise indicated in a prospectus supplement, the net proceeds to be received by us from
the issuance and sale of the Securities will initially become part of our general funds and will be used
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for capital expenditures or utility asset purchases, to repay all or a portion of our short- or long-term
borrowings and for general corporate purposes.
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, other than any of our SEC filings that
are incorporated by reference herein, is not part of this prospectus.
The SEC allows us to ‘‘incorporate by reference’’ the information we file with it, which means that
we can disclose important information to you by referring you to those documents. The information
incorporated by reference is considered to be part of this prospectus and later information that we file
with the SEC will automatically update or supersede this information. We incorporate by reference the
documents listed below and any future filings made with the SEC under Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act (but only to the extent the information therein is filed and not furnished),
including all such documents we may file with the SEC after the date of the initial registration
statement and prior to the effectiveness of the registration statement, until all of the Securities covered
by this prospectus have been sold:
Annual Report on Form 10-K for the year ended December 31, 2017;
Quarterly Reports on Form 10-Q for the quarters ended March 31, 2018 and June 30, 2018; and
Current Reports on Form 8-K filed on January 11, 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, Oregon 97232
Telephone: (888) 221-7070
Attention: Treasury
You should rely only on the information contained in, or incorporated by reference in, this
prospectus and the prospectus supplement. We have not, and any underwriters, agents or dealers have
not, authorized anyone else to provide you with different information. We are not, and any
underwriters, agents or dealers are not, making an offer of these Securities in any state where the offer
or sale is not permitted. You should not assume that the information contained in this prospectus and
the prospectus supplement is accurate as of any date other than the date on the front of the prospectus
supplement or that the information incorporated by reference in this prospectus is accurate as of any
date other than the date on the front of those documents.
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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 of bonds of any 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;
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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 of all or substantially all of the utility
property of another electric utility company to us or sale of substantially all of our assets.
(Section 18.03) In addition, after-acquired property may be subject to a Class ‘‘A’’ Mortgage, purchase
money mortgages and other liens or defects in title.
The Mortgage provides that the Mortgage 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:
(1) 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 of bonds or certain prior lien bonds; and/or
(4) deposits of cash.
With certain exceptions in the case of clauses (2) and (3) above, the issuance of bonds is subject to
our Adjusted Net Earnings for 12 consecutive months out of the preceding 15 months, before interest
expense and income taxes, being at least twice the Annual Interest Requirements on all outstanding
bonds issued under the Mortgage, all outstanding Class ‘‘A’’ Bonds held other than by the Mortgage
Trustee, all other indebtedness secured by a lien prior to the lien of the Mortgage and all bonds then
applied for in pending bond issuance applications under the Mortgage. In general, interest on variable
interest bonds, if any, is calculated using the rate then in effect. (Section 1.07 and Articles IV
through VII)
Property Additions generally include electric, gas, steam and/or hot water utility property but not
fuel, securities, automobiles, other vehicles or aircraft, or property used principally for the production
or gathering of natural gas. (Section 1.04)
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The issuance of bonds on the basis of Property Additions subject to prior liens is restricted. Bonds
may, however, be issued against the deposit of Class ‘‘A’’ Bonds. (Sections 1.04 through 1.06 and
Articles IV and V)
Release and Substitution of Property
Property subject to the Mortgage may be released on the basis of:
(1) the release of that property from a Qualified Lien;
(2) the deposit of cash or, to a limited extent, purchase money mortgages;
(3) Property Additions, after making adjustments for certain prior lien bonds outstanding against
Property Additions; and/or
(4) a waiver of the right to issue bonds on the basis of the released property.
Funded Cash, as defined in Section 1.05 of the Mortgage, may be withdrawn upon the bases stated
in (3) and (4) above. Property that does not constitute Funded Property, as defined in Section 1.05 of
the Mortgage, may be released without substituting other Funded Property. Similar provisions are in
effect as to cash proceeds from such property. The Mortgage contains special provisions with respect to
certain prior lien bonds deposited and disposition of moneys received in respect of deposited prior lien
bonds. (Sections 1.05, 7.02, 9.05, 10.01 through 10.04 and 13.03 through 13.09)
Merger or Consolidation
The Mortgage provides that in the event of the merger or consolidation of another company with
or into us or the conveyance or transfer to us by another company of all or substantially all of that
company’s property that is of the same character as Property Additions, as defined in the Mortgage, an
existing mortgage constituting a first lien on operating properties of that other company may be
designated by us as a Class ‘‘A’’ Mortgage. (Section 11.06) Bonds thereafter issued pursuant to the
additional mortgage would be Class ‘‘A’’ Bonds and could provide the basis for the issuance of bonds
under the Mortgage.
Certain Covenants
The Mortgage contains a number of covenants by us for the benefit of the holders of the bonds,
including provisions requiring us to maintain the mortgaged property as an operating system or systems
capable of engaging in all or any of the generating, transmission, distribution or other utility businesses
described in the Mortgage. (Article IX)
Dividend Restrictions
The Mortgage provides that we may not declare or pay dividends (other than dividends payable
solely in shares of our common stock) on any shares of our common stock if, after giving effect to the
declaration or payment, we would not be able to pay our debts as they become due in the usual course
of business. (Section 9.07) The notes to our audited consolidated financial statements included in our
Report on Form 10-K incorporated by reference herein contain information relating to other
restrictions.
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Foreign Currency Denominated Bonds
The Mortgage authorizes the issuance of bonds denominated in foreign currencies, provided that
we deposit with the Mortgage Trustee a currency exchange agreement with an entity having, at the time
of the deposit, a financial rating at least as high as our financial rating that, in the opinion of an
independent accountant, appraiser or other expert, gives us at least as much protection against currency
exchange fluctuation as is usually obtained by similarly situated borrowers. (Section 2.03) We believe
that this type of currency exchange agreement will provide effective protection against currency
exchange fluctuations. However, if the other party to the exchange agreement defaults and the foreign
currency is valued higher at the date of maturity than at the date of issuance of the relevant bonds,
holders of those bonds would have a claim on our assets that is greater than the claim to which holders
of dollar-denominated bonds issued at the same time would be entitled.
The Mortgage Trustee
The Bank of New York Mellon Trust Company, N.A. or its affiliates may act as a lender, trustee
or agent under other agreements and indentures involving us and our affiliates.
Modification
The rights of bondholders may be modified with the consent of holders of at least 60% of the
principal amount of the bonds outstanding, or, if not all series of bonds are adversely affected, the
consent of the holders of at least 60% of the principal amount of the outstanding bonds adversely
affected. In general, no modification of the terms of payment of principal, premium, if any, or interest
and no modification affecting the lien or reducing the percentage required for modification is effective
against any bondholder without the consent of the holder. (Section 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 11.03)
Defaults and Notice Thereof
‘‘Defaults’’ are defined in the Mortgage as:
(1) default in payment of principal;
(2) default for 60 days in payment of interest or an installment of any fund required to be applied
to the purchase or redemption of any bonds;
(3) default in payment of principal or interest with respect to certain prior lien bonds;
(4) certain events in bankruptcy, insolvency or reorganization;
(5) default in other covenants for 90 days after notice; or
(6) the existence of any default under a Class ‘‘A’’ Mortgage that permits the declaration of the
principal of all the bonds secured by the Class ‘‘A’’ Mortgage and the interest accrued
thereupon due and payable. (Section 15.01)
An effective default under any Class ‘‘A’’ Mortgage or under the Mortgage will result in an
effective default under all those mortgages. The Mortgage 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)
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The Mortgage Trustee or the holders of 25% of the principal amount of the bonds outstanding
may declare the principal and interest due and payable on Default, but a majority may annul the
declaration if the Default has been cured. (Section 15.03) No holder of bonds may enforce the lien of
the Mortgage unless the Mortgage Trustee is given written notice of a Default and the Mortgage
Trustee fails to act after the holders of 25% of the principal amount of the bonds outstanding have
requested in writing the Mortgage Trustee to act, offered it reasonable opportunity to act and offered
an indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred when
enforcing the lien. (Section 15.16) The holders of a majority of the bonds may direct the time, method
and place of conducting any proceedings for any remedy available to the Mortgage Trustee or
exercising any trust or power conferred on the Mortgage Trustee. (Section 15.07) The Mortgage Trustee
is not required to risk its funds or incur personal liability if there is reasonable ground for believing
that repayment is not reasonably assured. (Section 19.08)
Defeasance
Under the terms of the Mortgage, we will be discharged from any and all obligations under the
Mortgage in respect of the bonds of any series if we deposit with the Mortgage Trustee, in trust,
moneys or government obligations, in an amount sufficient to pay all the principal of, premium (if any)
and interest on, the bonds of those series or portions thereof, on the redemption date or maturity date
thereof, as the case may be. The Mortgage Trustee need not accept the deposit unless it is
accompanied by an opinion of counsel to the effect that (a) we have received from, or there has been
published by, the Internal Revenue Service a ruling or, (b) since the date of the Mortgage, there has
been a change in applicable federal income tax law, in either case to the effect that, and based thereon
the opinion of counsel shall confirm that, the holders of the bonds or the right of payment of interest
thereon (as the case may be) will not recognize income, gain or loss for federal income tax purposes as
a result of the deposit, and/or ensuing discharge and will be subject to federal income tax on the same
amount and in the same manner and at the same times, as would have been the case if the deposit
and/or discharge had not occurred. (Section 20.02)
Upon the deposit, our obligation to pay the principal of (and premium, if any) and interest on
those bonds shall cease, terminate and be completely discharged and the holders of such bonds shall
thereafter be entitled to receive payment solely from the funds deposited. (Section 20.02)
BOOK-ENTRY, DELIVERY AND FORM
Unless we indicate differently in a prospectus supplement, the Additional Bonds initially will be
issued in book-entry form and represented by one or more global bonds without interest coupons. The
global bonds will be deposited with, or on behalf of, The Depository Trust Company, New York,
New York, as depositary, or DTC, and registered in the name of Cede & Co., the nominee of DTC.
Unless and until it is exchanged for individual certificates evidencing Additional Bonds under the
limited circumstances described below, a global bond may not be transferred except as a whole by the
depositary to its nominee or by the nominee to the depositary, or by the depositary or its nominee to a
successor depositary or to a nominee of the successor depositary.
DTC has advised us that it is:
a limited-purpose trust company organized under the New York Banking Law;
a ‘‘banking organization’’ within the meaning of the New York Banking Law;
a member of the Federal Reserve System;
a ‘‘clearing corporation’’ within the meaning of the New York Uniform Commercial Code; and
a ‘‘clearing agency’’ registered pursuant to the provisions of Section 17A of the Exchange Act.
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DTC holds securities that its participants deposit with DTC. DTC also facilitates the settlement
among its participants of securities transactions, such as transfers and pledges, in deposited securities
through electronic computerized book-entry changes in participants’ accounts, thereby eliminating the
need for physical movement of securities certificates. ‘‘Direct participants’’ in DTC include securities
brokers and dealers, including underwriters, banks, trust companies, clearing corporations and other
organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation, or
DTCC. DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed
Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the
users of its regulated subsidiaries. Access to the DTC system is also available to others, which we
sometimes refer to as indirect participants that clear through or maintain a custodial relationship with a
direct participant, either directly or indirectly. The rules applicable to DTC and its participants are on
file with the SEC.
Purchases of securities under the DTC system must be made by or through direct participants,
which will receive a credit for the securities on DTC’s records. The ownership interest of the actual
purchaser of a security, which we sometimes refer to as a beneficial owner, is in turn recorded on the
direct and indirect participants’ records. Beneficial owners of securities will not receive written
confirmation from DTC of their purchases. However, beneficial owners are expected to receive written
confirmations providing details of their transactions, as well as periodic statements of their holdings,
from the direct or indirect participants through which they purchased securities. Transfers of ownership
interests in global securities are to be accomplished by entries made on the books of participants acting
on behalf of beneficial owners. Beneficial owners will not receive certificates representing their
ownership interests in the global securities, except under the limited circumstances described below.
To facilitate subsequent transfers, all global bonds deposited by direct participants with DTC will
be registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be
requested by an authorized representative of DTC. The deposit of global bonds with DTC and their
registration in the name of Cede & Co. or such other nominee will not change the beneficial ownership
of the global bonds. DTC has no knowledge of the actual beneficial owners of the global bonds. DTC’s
records reflect only the identity of the direct participants to whose accounts the global bonds are
credited, which may or may not be the beneficial owners. The participants are responsible for keeping
account of their holdings on behalf of their customers.
So long as the Additional Bonds are in book-entry form, you will receive payments and may
transfer the Additional Bonds only through the facilities of the depositary and its direct and indirect
participants. We will maintain an office or agency in the location specified in the prospectus
supplement for the applicable Additional Bonds, where notices and demands in respect of the
Additional Bonds and the Mortgage may be delivered to us and where certificated securities may be
surrendered for payment, registration of transfer or exchange.
Conveyance of notices and other communications by DTC to direct participants, by direct
participants to indirect participants and by direct participants and indirect participants to beneficial
owners will be governed by arrangements among them, subject to any legal requirements in effect from
time to time.
Redemption notices will be sent to DTC. If less than all of the Additional Bonds of a particular
series are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each
direct participant in the Additional Bonds of such series to be redeemed.
Neither DTC nor Cede & Co. (or such other DTC nominee) will consent or vote with respect to
the Additional Bonds. Under its usual procedures, DTC will mail an omnibus proxy to us as soon as
possible after the record date. The omnibus 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.
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So long as Additional Bonds are in book-entry form, we will make payments on those Additional
Bonds to the depositary or its nominee, as the registered owner of such Additional Bonds, by wire
transfer of immediately available funds. If Additional Bonds are issued in definitive certificated form
under the limited circumstances described below, we will have the option of making payments by check
mailed to the addresses of the persons entitled to payment or by wire transfer to bank accounts in the
United States designated in writing to the applicable trustee or other designated party at least 15 days
before the applicable payment date by the persons entitled to payment, unless a shorter period is
satisfactory to the applicable trustee or other designated party.
Redemption proceeds on the Additional Bonds will be made to Cede & Co., or such other
nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit
direct participants’ accounts upon DTC’s receipt of funds and corresponding detail information from us
on the payment date in accordance with their respective holdings shown on DTC records. Payments by
participants to beneficial owners will be governed by standing instructions and customary practices, as is
the case with securities held for the account of customers in bearer form or registered in ‘‘street
name.’’ Those payments will be the responsibility of participants and not of DTC or us, subject to any
statutory or regulatory requirements in effect from time to time. Payment of redemption proceeds to
Cede & Co., or such other nominee as may be requested by an authorized representative of DTC, is
our responsibility, disbursement of payments to direct participants is the responsibility of DTC, and
disbursement of payments to the beneficial owners is the responsibility of direct and indirect
participants.
Neither we, the Mortgage Trustee nor any agent of ours or of the Mortgage Trustee has or will
have any responsibility or liability for:
(1) any aspect of DTC’s records or any participant’s or indirect participant’s records relating
to, or payments made on account of, beneficial ownership interests in the Additional Bonds or for
maintaining, supervising or reviewing any of DTC’s records or any participant’s or indirect
participant’s records relating to the beneficial ownership interests in the Additional Bonds; or
(2) any other matter relating to the actions and practices of DTC or any of its participants or
indirect participants.
Except under the limited circumstances described below, purchasers of Additional Bonds will not
be entitled to have such Additional Bonds registered in their names and will not receive physical
delivery of such Additional Bonds. Accordingly, each beneficial owner must rely on the procedures of
DTC and its participants to exercise any rights under the Additional Bonds and the Mortgage.
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;
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we determine, in our sole discretion and subject to DTC’s procedures, not to have such
Additional Bonds represented by one or more global securities; or
an Event of Default has occurred and is continuing with respect to such series of Additional
Bonds,
we will prepare and deliver certificates for such Additional Bonds in exchange for beneficial interests in
the global bonds. Any beneficial interest in a global bond that is exchangeable under the circumstances
described in the preceding sentence will be exchangeable for Additional Bonds in definitive certificated
form registered in the names that the depositary directs. It is expected that these directions will be
based upon directions received by the depositary from its participants with respect to ownership of
beneficial interests in the global bonds.
We have obtained the information in this section and elsewhere in this prospectus concerning DTC
and DTC’s book-entry system from sources that are believed to be reliable, but we take no
responsibility for the accuracy of this information.
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 of any underwriters,
dealers or agents, the purchase price of those Securities and the proceeds to us from the sale, any
underwriting discounts, agency fees and other items constituting 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 of the offered Securities if any are purchased.
If a dealer is used in the sale of any Securities, we will sell those Securities to the dealer, as
principal. The dealer may then resell the Securities to the public at varying prices to be determined by
the dealer at the time of resale. The name of any dealer involved in a particular offering of Securities
and any discounts or concessions allowed or reallowed or paid to the dealer will be set forth in the
prospectus supplement relating to that offering.
The Securities may be sold directly by us or through agents designated by us from time to time.
We will describe the terms of any direct sales in a prospectus supplement. Any agent, who may be
deemed to be an underwriter as that term is defined in the Securities Act, involved in the offer or sale
of any of the Securities will be named, and any commissions payable by us to the agent will be set
forth, in the prospectus supplement relating to that offer or sale. Unless otherwise indicated in the
prospectus supplement, any agent will be acting on a reasonable best efforts basis for the period of its
appointment.
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In connection with a particular underwritten offering of Securities, and in compliance with
applicable law, the underwriters may engage in transactions that stabilize, maintain or otherwise affect
the prices of the classes or series of Securities offered, including stabilizing transactions and syndicate
covering transactions. These activities may stabilize, maintain or otherwise affect the market price of
the Securities, which may be higher than the price that might otherwise prevail in the open market, and
if commenced, may be discontinued at any time. A description of these activities, if any, will be set
forth in the prospectus supplement relating to that offering.
Underwriters, dealers or agents and their associates may be customers of, engage in transactions
with or perform services for us and our affiliates in the ordinary course of business.
We will indicate in a prospectus supplement the extent to which we anticipate that a secondary
market for the Securities will be available. Unless we inform you otherwise in a prospectus supplement,
we do not intend to apply for the listing of any series of the Securities on a national securities
exchange. If the Securities of any series are sold to or through underwriters, the underwriters may
make a market in such Securities, as permitted by applicable laws and regulations. No underwriter
would be obligated, however, to make a market in the Securities, and any market-making could be
discontinued at any time at the sole discretion of the underwriters. Accordingly, we cannot assure you
as to the liquidity of, or trading markets for, the Securities of any series.
Underwriters, dealers and agents participating in the distribution of the Securities may be deemed
to be ‘‘underwriters’’ within the meaning of, and any discounts and commissions received by them and
any profit realized by them on resale of those Securities may be deemed to be underwriting discounts
and commissions under, the Securities Act. Subject to some conditions, we may agree to indemnify the
several underwriters, dealers or agents and their controlling persons against specific civil liabilities,
including liabilities under the Securities Act, or to contribute to payments that person may be required
to make in respect thereof.
During such time as we may be engaged in a distribution of the securities covered by this
prospectus we are required to comply with Regulation M promulgated under the Exchange Act. With
certain exceptions, Regulation M precludes us, any affiliated purchasers and any broker-dealer or other
person who participates in such distributing from bidding for or purchasing, or attempting to induce
any person to bid for or purchase, any security which is the subject of the distribution until the entire
distribution is complete. Regulation M also restricts bids or purchases made in order to stabilize the
price of a security in connection with the distribution of that security. All of the foregoing may affect
the marketability of our securities.
LEGAL MATTERS
The validity of the Securities will be passed upon for us by Perkins Coie LLP, counsel to the
Company, 1120 N.W. Couch Street, Tenth Floor, Portland, Oregon 97209.
EXPERTS
The consolidated financial statements incorporated in this prospectus by reference from
PacifiCorp’s Annual Report on Form 10-K for the year ended December 31, 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
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procedures in accordance with the standards of the Public Company Accounting Oversight Board
(United States) for a review of such information. However, as stated in their reports included in
PacifiCorp’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2018 and June 30,
2018 and incorporated by reference herein, they did not audit and they do not express an opinion on
that interim consolidated financial information. Accordingly, the degree of reliance on their reports on
such information should be restricted in light of the limited nature of the review procedures applied.
Deloitte & Touche LLP are not subject to the liability provisions of Section 11 of the Securities Act for
their reports on the unaudited interim consolidated financial information because those reports are not
‘‘reports’’ or a ‘‘part’’ of the Registration Statement prepared or certified by an accountant within the
meaning of Sections 7 and 11 of the Securities Act.
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5JUN201511153894
$400,000,000 First Mortgage Bonds 2.70% Series Due 2030
$600,000,000 First Mortgage Bonds 3.30% Series Due 2051
PROSPECTUS SUPPLEMENT
April 6, 2020
Joint Book-Running Managers
BMO Capital Markets MUFG SMBC Nikko TD Securities US Bancorp
CIBC Capital Markets KeyBanc Capital Markets Scotiabank
Co-Managers
nabSecurities, LLC Santander Siebert Williams Shank
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Underwriting Agreement dated April 6, 2020
Execution Version
PACIFICORP
$400,000,000
First Mortgage Bonds
2.700% Series Due 2030
$600,000,000
First Mortgage Bonds
3.300% Series Due 2051
UNDERWRITING AGREEMENT
April 6, 2020
BMO CAPITAL MARKETS CORP.
MUFG SECURITIES AMERICAS INC.
SMBC NIKKO SECURITIES AMERICA, INC.
TD SECURITIES (USA) LLC
U.S. BANCORP INVESTMENTS, INC.
As Representatives (the “Representatives”) of the several Underwriters listed
in Schedule A hereto
c/o BMO Capital Markets Corp.
3 Times Square, 25th Floor
New York, New York 10036
c/o MUFG Securities Americas Inc.
1221 Avenue of the Americas, 6th Floor
New York, New York 10020
c/o SMBC Nikko Securities America, Inc.
277 Park Avenue
New York, New York 10172
c/o TD Securities (USA) LLC
31 West 52nd Street, 2nd Floor
New York, New York 10019
c/o U.S. Bancorp Investments, Inc.
214 N. Tryon St., 26th Floor
Charlotte, North Carolina 28202
Ladies and Gentlemen:
1. 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
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hereto (the “Underwriters”) (i) U.S. $400,000,000 principal amount of its First Mortgage Bonds, 2.700%
Series due 2030 (the “2030 Bonds”) and (ii) U.S. $600,000,000 principal amount of its First Mortgage
Bonds, 3.300% Series due 2051 (the “2051 Bonds” and, together with the 2030 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 April 1, 2020 (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 430B 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 Statement,” together with the Initial Registration Statement, the
“Registration Statement”), filed pursuant to Rule 462(b) under the Securities Act, which, if so
filed, became effective upon filing, no other document with respect to the Initial Registration
Statement or any document incorporated by reference therein has heretofore been filed or
transmitted for filing with the Commission with respect to the offering contemplated by the Initial
Registration Statement (other than documents filed after the filing date of the Initial Registration
Statement under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and
prospectuses filed pursuant to Rule 424(b) of the Rules and Regulations, each in the form
heretofore delivered to the Underwriters); and no stop order suspending the effectiveness of the
Initial Registration Statement, any post-effective amendment thereto or the Rule 462(b)
Registration Statement, if any, has been issued and no proceeding for that purpose has been initiated
or threatened by the Commission.
(b) A preliminary prospectus 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
3
considered together with the final term sheet filed pursuant to Section 5(a) hereof (the “Disclosure
Package”), as of the Applicable Time, did not include any untrue statement of a material fact or
omit to state any material fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading. The Prospectus, as of its date and as
amended or supplemented as of the Closing Date (as defined below), does not and will not include
any untrue statement of a material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein, in the light of the circumstances under which they
were made, not misleading; and each Issuer Free Writing Prospectus (as defined in Rule 433 under
the Securities Act) listed on Schedule B(ii) hereto does not conflict with the information contained
in the Registration Statement, the Preliminary Prospectus or the Prospectus and each such Issuer
Free Writing Prospectus, as supplemented by and taken together with the Disclosure Package as of
the Applicable Time, did not include any untrue statement of a material fact or omit to state any
material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading; provided, the preceding two sentences do not apply
to statements in or omissions from the Preliminary Prospectus, the Disclosure Package, the
Prospectus or any Issuer Free Writing Prospectus based upon written information furnished to the
Company by the Underwriters specifically for use therein, it being understood and agreed that the
only such information is that described as such in Section 7(b) hereof. For purposes of this
Agreement, the “Applicable Time” is 3:55 p.m., New York City time, on the date of this
Agreement.
(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(h)(2) 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 under, this Agreement, the Mortgage and the
Offered Securities; and the Company is duly qualified as a foreign corporation to transact business
and is in good standing in each jurisdiction in which it owns or leases substantial properties or in
which the conduct of its business requires such qualification, except where the failure to so qualify
would not have a material adverse effect on the financial condition, business or results of operations
of the Company and its subsidiaries taken as a whole (a “Material Adverse Effect”).
(f) 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,
4
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.
(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, governmental agency or third party is required for the consummation of
the transactions contemplated by this Agreement and the Mortgage in connection with the issuance
and sale of the Offered Securities by the Company and the use of the proceeds of the offering of
the Offered Securities as described in the Disclosure Package and the Prospectus, except such as
have been obtained or made 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.
(j) This Agreement has been duly authorized, executed and delivered by the Company
and is a valid and legally binding agreement of the Company enforceable against the Company in
accordance with its terms, except as limited by bankruptcy, insolvency, fraudulent conveyance,
reorganization and other similar laws relating to or affecting creditors’ rights generally and general
equitable principles (whether considered in a proceeding in equity or at law) and subject to any
principles of public policy limiting the right to enforce the indemnification and contribution
provisions contained herein.
(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 of the properties described as leased by it (the “Properties”),
subject to minor defects and irregularities customarily found in properties of like size and character
that do not materially impair the use of the property affected thereby in the operation of the business
of the Company.
(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 performance or observance of any
material obligation, covenant or condition contained in any contract, agreement or other instrument
to which it is a party or by which it may be bound or (iii) in violation of any order, rule or regulation
applicable to the Company of any court or any federal or state regulatory body or administrative
5
agency or other governmental body, the effect of which, in the case of (ii) and (iii), would result in
a Material Adverse Effect, and neither the execution and delivery of this Agreement, the Mortgage,
or the Offered Securities, the consummation of the transactions herein or therein contemplated, the
fulfillment of the terms hereof or thereof nor compliance with the terms and provisions hereof or
thereof will conflict with, or result in a breach of, or constitute a default under (x) the Articles or
such Bylaws, or any material contract, agreement or other instrument to which it is now a party or
by which it may be bound or (y) any order, rule or regulation applicable to the Company of any
court or any federal or state regulatory body or administrative agency or other governmental body
having jurisdiction over the Company or over its properties, the effect of which, singly or in the
aggregate, would have a Material Adverse Effect.
(m) Except as disclosed in the Disclosure Package and the Prospectus, there are no
legal or governmental proceedings pending or to the Company’s knowledge threatened against the
Company or its subsidiaries that, if determined adversely to the Company or any subsidiary would
be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect or a
material adverse effect on the ability of the Company to perform its obligations under this
Agreement or the Mortgage.
(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 of the 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
of the Company (other than changes arising from transactions in the ordinary course of business),
or any material adverse change in the business, affairs, business prospects, property or financial
condition of the Company and its subsidiaries taken as a whole, whether or not arising in the
ordinary course of business, and since such dates there has not been any material transaction entered
into by the Company other than transactions contemplated by the Disclosure Package and the
Prospectus, and transactions in the ordinary course of business; and the Company has no material
contingent obligation that is not disclosed in the Disclosure Package and the Prospectus.
(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 internal accounting
controls sufficient to provide reasonable assurances that (1) transactions are executed in accordance
with management’s general or specific authorization; (2) transactions are recorded as necessary to
permit preparation of financial statements in conformity with generally accepted accounting
principles or any other criteria applicable to such statements and to maintain accountability for
assets; (3) access to assets is permitted only in accordance with management’s general or specific
authorization; and (4) the recorded accountability for assets is compared with the existing assets at
reasonable intervals and appropriate action is taken with respect to any differences.
6
(q) There is and has been no failure on the part of the Company or, to the knowledge
of the Company, any of the Company’s directors or executive officers in their respective capacities
as such, to comply in all material respects with the provisions of the U.S. Sarbanes-Oxley Act of
2002 and the rules and regulations promulgated in connection therewith.
(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 of any supplement thereto).
(s) Neither the Company nor any of its subsidiaries nor, to the knowledge of the
Company, any director, officer, agent, employee or other representative authorized to act on behalf
of the 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 government 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, payoff,
influence, payment, kickback or other unlawful payments to any domestic government official,
foreign official or employee; and each of the 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-corruption 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, any director, officer, employee or affiliate of the Company or any of its subsidiaries (i)
is currently the target of any United States sanctions administered by the Office 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, Cuba, 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 of financing the activities of any 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
of Sanctions.
7
(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 Reporting Act 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 governmental 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.
(w) Except as disclosed in the Disclosure Package and as would not, individually or in
the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company and each
of its subsidiaries has implemented and maintained appropriate controls, policies, procedures, and
safeguards to maintain and protect its material confidential information and the integrity,
continuous operation, redundancy and security of all the Company’s or its subsidiaries’ material
information technology assets and equipment, computers, systems, networks, hardware, software,
websites, applications, and databases (collectively, “IT Systems”) and data (including all personal,
personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in
connection with its business, and, (ii) to the knowledge of the Company, there have been no
breaches, violations, outages or unauthorized uses of or accesses to the same, nor any incidents
under internal review or investigations relating to the same. The Company is presently in material
compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of
any court or arbitrator or governmental or regulatory authority, internal policies and contractual
obligations relating to the privacy and security of IT Systems and Personal Data and to the
protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation
or modification, except, in each case, for such noncompliance that would not, individually or in the
aggregate, be expected to have a Material Adverse Effect.
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 99.220% of the principal amount thereof plus accrued
interest, if any, from April 8, 2020 to the Closing Date (as hereinafter defined), the respective principal
amounts of the 2030 Bonds set forth opposite the names of the several Underwriters in Schedule A hereto,
and (ii) at a purchase price of 98.376% of the principal amount thereof plus accrued interest, if any, from
April 8, 2020 to the Closing Date, the respective principal amounts of the 2051 Bonds set forth opposite
the names of the 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 Reimbursement Amount
for each of the 2030 Bonds and the 2051 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
8
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 2030 Bonds and the 2051 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., (New York time), on April
8, 2020, or at such other time not later than seven full business days thereafter as the Underwriters and the
Company determine, such time being herein referred to as the “Closing Date,” against delivery to the
Trustee as custodian for DTC of the Global Securities. The Global Securities will be made available for
checking at the office of Latham & Watkins LLP, 885 Third Avenue, New York, NY 10022, at least 24
hours prior to the Closing Date.
4. Representations by Underwriters; Resale by Underwriters. Each of the Underwriters
severally represents and agrees that:
(a) (i) It has only communicated or caused to be communicated (and will only
communicate or cause to be communicated) an invitation or inducement to engage in investment
activity (within the meaning of Section 21 of the U.K. Financial Services and Markets Act of 2000
(the “FSMA”)) received by it in connection with the issue or sale of the Offered Securities in
circumstances in which Section 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) of Article
4(1) of Directive 2014/65/EU (as amended, “MiFID II”); (B) a customer within the meaning of
Directive 2002/92/EC, where that customer would not qualify as a professional client as defined in
point (1) of Article 4(1) of MiFID II; or (C) not a qualified investor as defined in Directive
2003/71/EC; and (ii) the expression “offer” includes the communication in any form and by any
means of sufficient information on the terms of the offer and the Offered Securities to be offered
so as to enable an investor to decide to purchase or subscribe 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.
5. Certain Agreements of the Company. The Company agrees with the several Underwriters
that:
(a) It will prepare the Prospectus in a form approved by you and to file such Prospectus
pursuant to Rule 424(b) under the Securities Act not later than the Commission’s close of business
on the second business day following the date of this Agreement; to make no further amendment
or any supplement to the Registration Statement, or the Prospectus prior to the Closing Date that
shall be reasonably disapproved by you promptly after reasonable notice thereof; to advise you,
9
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 of the Prospectus and
for so long as the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a)
under the Securities Act) is required in connection with the offering or sale of the Offered
Securities; to advise you, promptly after it receives notice thereof, of the issuance by the
Commission of any stop order or of any order preventing or suspending the use of any Preliminary
Prospectus or other prospectus in respect of the Offered Securities, of the suspension of the
qualification of the Offered Securities for offering or sale in any jurisdiction, of the initiation or
threatening of any proceeding for any such purpose, or of any request by the Commission for the
amending or supplementing of the Registration Statement or the Prospectus or for additional
information; and, in the event of the issuance of any stop order or of any order preventing or
suspending the use of any Preliminary Prospectus or other prospectus or suspending any such
qualification, to promptly use its best efforts to obtain the withdrawal of such order; and in the
event of any such issuance of a notice of objection, promptly to take such steps including, without
limitation, amending the Registration Statement or filing a new registration statement, at its own
expense, as may be necessary to permit offers and sales of the Offered Securities by the
Underwriters (references herein to the Registration Statement shall include any such amendment
or new registration statement).
(b) Prior to 10:00 a.m., New York City time, on the New York business day next
succeeding the date of this Agreement and from time to time, to furnish the Underwriters with
written and electronic copies of the Prospectus in New York City in such quantities as you may
reasonably request, and, if the delivery of a prospectus (or in lieu thereof, the notice referred to in
Rule 173(a) under the Securities Act) is required at any time prior to the expiration of nine months
after the time of issue of the Prospectus in connection with the offering or sale of the Offered
Securities and if at such time any event shall have occurred as a result of which the Prospectus as
then amended or supplemented would include an untrue statement of a material fact or omit to state
any material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made when such Prospectus (or in lieu thereof, the notice referred to in Rule
173(a) under the Securities Act) is delivered, not misleading, or, if for any other reason it shall be
necessary 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 notify you and upon your request
to file such document and to prepare and furnish without charge to each Underwriter and to any
dealer in securities as many written and electronic copies as you may from time to time reasonably
request of an amended Prospectus or a supplement to the Prospectus that will correct such statement
or omission or effect such compliance; and in case any Underwriter is required under the Securities
Act to deliver a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the
Securities Act) in connection with sales of any of the Offered Securities at any time nine months
or more after the time of issue of the Prospectus, upon your request but at the expense of such
Underwriter, to prepare and deliver to such Underwriter as many written and electronic copies as
you may request of an amended or supplemented Prospectus complying with Section 10(a)(3) of
the Securities Act.
10
(c) To make generally available to its securityholders as soon as practicable, but in
any event not later than 16 months after the effective date of the Registration Statement (as defined
in Rule 158(c) under the Securities Act), an earnings statement of the Company and its subsidiaries
(which need not be audited) complying with Section 11(a) of the Securities Act and the Rules and
Regulations thereunder (including, at the option of the Company, Rule 158).
(d) The Company will arrange for the qualification of the Offered Securities for sale
and the determination of their eligibility for investment under the laws of such jurisdictions in the
United States as the Underwriters designate and will continue such qualifications in effect so long
as required for the resale of the Offered Securities by the Underwriters, provided that the Company
will not be required to qualify as a foreign corporation, to file a general consent to service of process
in any such jurisdiction or to take any other action that would subject the Company to service of
process in any suits (other than those arising out of the offering of the Offered Securities) or to
taxation in respect of doing business in any jurisdiction in which it is not otherwise subject.
(e) The Company will pay all expenses incident to the performance of its obligations
under this Agreement and the Mortgage, for any filing fees and other expenses (including fees and
disbursements of counsel) incurred in connection with qualification of the Offered Securities for
sale and determination of their eligibility for investment under the laws of such jurisdictions as the
Underwriters designate and the printing of memoranda relating thereto, for the fees and expenses
of the Trustee and its professional advisors, for all expenses in connection with the execution, issue,
authentication and initial delivery of the Offered Securities, the preparation and printing of this
Agreement, the Offered Securities, the Disclosure Package and the Prospectus, any Issuer Free
Writing Prospectus, and amendments and supplements thereto, and any other document relating to
the issuance, offer, sale and delivery of the Offered Securities, for the cost of any advertising
approved by the Company in connection with the issue of the Offered Securities, for any fees
charged by investment rating agencies for the rating of the Offered Securities, for any travel
expenses of the Company’s officers and employees, and any other expenses of the Company in
connection with attending or hosting meetings with prospective purchasers of the Offered
Securities and for expenses incurred in distributing the Disclosure Package, the Prospectus or any
Issuer Free Writing Prospectus (including any amendments and supplements thereto) to the
Underwriters. Except as otherwise provided in this Section 5(e) or in Section 9 of this Agreement,
the Underwriters will pay all of their costs and expenses, including fees and expenses of their
counsel, transfer taxes on the resale of the Offered Securities and any advertising and travel
expenses incurred by them.
(f) In connection with the offering, until the earlier of (i) 180 days following the
Closing Date and (ii) the date the Underwriters shall have notified the Company of the completion
of the resale of the Offered Securities, neither the Company nor any of its affiliates has or will,
either alone or with one or more other persons, bid for or purchase for any account in which it or
any of its affiliates has a beneficial interest any Offered Securities or attempt to induce any person
to purchase any Offered Securities; and neither it nor any of its affiliates will make bids or
purchases for the purpose of creating actual, or apparent, active trading in, or of raising the price
of, the Offered Securities.
(g) From the date hereof through and including the Closing Date, the Company will
not, without the prior written consent of the Representatives, offer, sell, contract to sell, pledge or
otherwise dispose of, directly or indirectly, or file with the Commission a registration statement
under the Securities Act relating to, any United States dollar-denominated debt securities issued or
guaranteed by the Company and having a maturity of more than one year from the date of issue.
11
(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(b)(8)) by the Rules and
Regulations and in accordance with Section 5(a) hereof; if the Company has elected to rely upon
Rule 462(b), the Rule 462(b) Registration Statement shall have become effective by 10:00 p.m.,
Washington, D.C. time, on the date hereof; no stop order suspending the effectiveness of the
Registration Statement or any part thereof shall have been issued and no proceeding for that purpose
shall have been initiated or to the knowledge of the Company threatened by the Commission; and
all requests for additional information on the part of the Commission shall have been complied
with.
(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 of the type ordinarily included in accountants’ long-form comfort letters to
underwriters with respect to the financial statements and other financial information of the
Company and its subsidiaries included in the Disclosure Package and the Preliminary Prospectus;
provided that the letter delivered on the Closing Date shall use a “cut-off” date no more than three
business days prior to the Closing Date.
(c) Subsequent to the Applicable Time, there shall not have been (i) any change, or
any development or event involving a prospective change, in the financial condition, business,
properties or results of operations of the Company and its subsidiaries taken as a whole, which, in
the judgment of the Representatives, is material and adverse and makes it impractical or inadvisable
to proceed with completion of the offering or the sale of and payment for the Offered Securities;
(ii) any downgrading in the rating of any debt securities or preferred stock of the Company by any
“nationally recognized statistical rating organization” (as such term is defined in Section 3 of the
Exchange Act), or any public announcement that any such organization has under surveillance or
review its rating of any debt securities or preferred stock of the Company (other than an
announcement with positive implications of a possible upgrading, and no implication of a possible
downgrading, of such rating); (iii) any material suspension or material limitation of trading in
12
securities generally on the New York Stock Exchange, or any setting of minimum prices for trading
on such exchange; (iv) any suspension of trading of any securities of the Company on any exchange
or in the over-the-counter market, other than at a time when the immediately prior subsection (iii)
also applies; (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 2030 Bonds
or the 2051 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.
(f) The Underwriters shall have received from Latham & Watkins LLP, counsel for
the Underwriters, such opinion or opinions, dated the Closing Date, in form and substance
satisfactory to the Underwriters, and the Company shall have furnished to such counsel such
documents as they request for the purpose of enabling them to pass upon such matters. In rendering
such opinion or opinions, Latham & Watkins LLP may rely as to the incorporation of the Company
and all other matters governed by Oregon law upon the opinion of Perkins Coie LLP referred to
above.
(g) The Underwriters shall have received a certificate, dated the Closing Date, of the
President or any Vice President and a principal financial or accounting officer of the Company in
which such officers, to the best of their knowledge after reasonable investigation, shall state that:
(i) the representations and warranties of the Company in this Agreement are true and correct, or
true and correct in all material respects where such representations and warranties are not qualified
by materiality or Material Adverse Effect and (ii) that the Company has complied with all
agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior
to the Closing Date; and (iii) that, subsequent to the date of the most recent financial statements in,
or incorporated by reference in, the Preliminary Prospectus, there has been no material adverse
change, nor any development or event involving a prospective material adverse change, in the
financial condition, business or results of operations of the Company and its subsidiaries taken as
a whole except as set forth in the Disclosure Package and the Prospectus or as described in such
certificate.
The Company will 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 indemnify and hold harmless
each Underwriter, its partners, members, directors and officers and each person, if any, who controls such
Underwriter within the meaning of Section 15 of the Securities Act, against any losses, claims, damages or
liabilities, joint or several, to which such Underwriter may become subject, under the Securities Act or the
Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out 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
13
or any Issuer Free Writing Prospectus, or any amendment or supplement to the Registration Statement, the
Prospectus or any Issuer Free Writing Prospectus, or any “issuer information” filed or required to be filed
pursuant to Rule 433(d) under the Securities Act, arise out of or are based upon the omission or alleged
omission to state therein a material fact necessary in order to make the statements therein made, in light of
the circumstances under which they were made (in the case of the Registration Statement, necessary in
order to make the statements therein not misleading), not misleading, including any losses, claims, damages
or liabilities arising out of or based upon the Company’s failure to perform its obligations under Section
5(a) of this Agreement, and will reimburse each Underwriter for any legal or other expenses reasonably
incurred by such Underwriter in connection with investigating or defending any such loss, claim, damage,
liability or action as such expenses are incurred; provided, however, that the Company will not be liable in
any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an
untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents
in reliance upon and in conformity with written information furnished to the Company by the
Representatives on behalf of the Underwriters specifically for use therein, it being understood and agreed
that the only such information consists of the information described as such in subsection (b) below;
provided, further, that the foregoing indemnity with respect to any Preliminary Prospectus shall not inure
to the benefit of any Underwriter, or any person controlling such Underwriter, from whom the person
asserting any such losses, claims, damages or liabilities (or actions in respect thereof), in connection with
clauses (i) through (iii) below, purchased Offered Securities, where it shall have been determined by a court
of competent jurisdiction by final and non-appealable judgment that (i) prior to the Applicable Time the
Company has notified such Underwriter that the Preliminary Prospectus, dated April 6, 2020, 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 indemnify and hold harmless the
Company, its directors and officers and each person, if any, who controls the Company within the meaning
of Section 15 of the Securities Act, against any losses, claims, damages or liabilities to which the Company
may become subject, under the Securities Act or the Exchange Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of any material fact contained in the Registration Statement, the
Preliminary Prospectus, the Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, or
any amendment or supplement to the Registration Statement, the Prospectus or any Issuer Free Writing
Prospectus or arise out of or are based upon the omission or the alleged omission to state therein a material
fact necessary in order to make the statements therein, in the light of the circumstances under which they
were made (in the case of the Registration Statement, necessary in order to make the statements therein not
misleading), not misleading, in each case to the extent, but only to the extent, that such untrue statement or
alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with
written information furnished to the Company by the Representatives on behalf of the Underwriters
specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by the
Company in connection with investigating or defending any such loss, claim, damage, liability or action as
such expenses are incurred, it being understood and agreed that the only such information furnished by any
Underwriter consists of the following information in the Preliminary Prospectus and Prospectus furnished
on behalf of each Underwriter: under the caption “Underwriting,” paragraphs 3, 4 (second sentence only),
5, 6 and 7; provided, however, that the Underwriters shall not be liable for any losses, claims, damages or
14
liabilities arising out of or based upon the Company’s failure to perform its obligations under Section 5(a)
of this Agreement.
(c) Promptly after receipt by an indemnified party under this Section of notice of the
commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against
the indemnifying party under subsection (a) or (b) above, notify the indemnifying party of the
commencement thereof; but the omission so to notify the indemnifying party will not relieve it from any
liability which it may have to any indemnified party under subsection (a) or (b) above except to the extent
that it has been materially prejudiced (through forfeiture or impairment of procedural or substantive rights
or defenses) by such failure; and provided further that the failure to notify the indemnifying party pursuant
to this Section 7(c) shall not relieve it from any liability that it may have to an indemnified party otherwise
than under subsection (a) or (b) above. In case any such action is brought against any indemnified party
and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled
to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly
notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who
shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and after
notice from the 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 indemnifying party under this Section 7 if the employment of such counsel
shall have been authorized in writing by the indemnifying party in connection with the defense of such
action, if in the written opinion of counsel to either the indemnifying party or the indemnified party,
representation of both parties by the same counsel would be inappropriate due to actual or likely conflicts
of interest between them or the indemnifying party shall have failed to employ counsel within a reasonable
period of time, and in that event the fees and expenses of one firm of separate counsel (in addition to the
fees and expenses of one local counsel in each applicable jurisdiction) 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 party is or could have been a party and indemnity could have been sought
hereunder by such indemnified party unless such settlement (i) includes an unconditional release of such
indemnified party from all liability on any claims that are the subject matter of such action and (ii) does not
include a statement as to or an admission of fault, culpability or failure to act by or on behalf of any
indemnified party.
(d) If the indemnification provided for in this Section is unavailable or insufficient to
hold harmless an indemnified party under subsection (a) or (b) above, then each indemnifying party shall
contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages
or liabilities referred to in subsection (a) or (b) above (i) in such proportion as is appropriate to reflect the
relative benefits received by the Company on the one hand and the Underwriters on the other from the
offering of the Offered Securities or (ii) if the allocation provided by clause (i) above is not permitted by
applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in
clause (i) above but also the relative fault of the Company on the one hand and the Underwriters on the
other in connection with the statements or omissions which resulted in such losses, claims, damages or
liabilities as well as any other relevant equitable considerations. The relative benefits received by the
Company on the one hand and the Underwriters on the other shall be deemed to be in the same proportion
as the total net proceeds 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
15
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 of this subsection (d) shall be deemed to include any
legal or other expenses reasonably incurred by such indemnified party in connection with investigating or
defending any action or claim which is the subject of this subsection (d). Notwithstanding the provisions of
this subsection (d), no Underwriter shall be required to contribute any amount in excess of the amount by
which the total price at which the 2030 Bonds or the 2051 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. 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 not joint.
(e) The obligations of the Company under this Section shall be in addition to any
liability which the Company may otherwise have and shall extend, upon the same terms and conditions, to
each person, if any, who controls any Underwriter within the meaning of the Securities Act or the Exchange
Act; and the obligations of the Underwriters under this Section shall be in addition to any liability which
the respective Underwriters may otherwise have and shall extend, upon the same terms and conditions, to
each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange
Act.
8. Default of Underwriters. If any Underwriter or Underwriters defaults in its or their
obligations to purchase the 2030 Bonds or the 2051 Bonds, as applicable, hereunder and the aggregate
principal amount of the 2030 Bonds or the 2051 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 2030
Bonds or the 2051 Bonds, as applicable, the non-defaulting Underwriters may make arrangements
satisfactory to the Company for the purchase of such 2030 Bonds or 2051 Bonds, as applicable, by other
persons, including themselves, but if no such arrangements are made by the Closing Date, the non-
defaulting Underwriters shall be obligated severally, in proportion to their respective commitments
hereunder, to purchase such 2030 Bonds or the 2051 Bonds, as applicable, that such defaulting Underwriter
or Underwriters agreed but failed to purchase. If any Underwriter or Underwriters so defaults and the
aggregate principal amount of the 2030 Bonds or the 2051 Bonds, as applicable, with respect to which such
default or defaults occur exceeds 10% of the total principal amount of the 2030 Bonds or the 2051 Bonds,
as applicable, and arrangements satisfactory to the non-defaulting Underwriters and the Company for the
purchase of such 2030 Bonds or the 2051 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 9 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
16
pursuant to Section 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not
consummated other than such default by an Underwriter, the Company shall remain responsible for the
expenses to be paid or reimbursed by it pursuant to Section 5 and the respective obligations of the Company
and the Underwriters pursuant to Section 7 shall remain in effect. If the purchase of the Offered Securities
by the Underwriters is not consummated for any reason other than solely because of (x) the termination of
this Agreement pursuant to Section 8 or (y) 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 $170,000.
10. No Fiduciary Duty. The Company acknowledges and agrees that in connection with this
offering or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding
any preexisting relationship, advisory or otherwise, between the parties or any oral representations or
assurances previously or subsequently made by the Underwriters: (i) no fiduciary or agency relationship
between the Company and any other person, on the one hand, and the Underwriters, on the other, exists in
connection with the offering of the Offered Securities; (ii) the Underwriters are not acting as advisors,
expert or otherwise, to the Company in connection with the offering of the Offered Securities and such
relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and
solely commercial, based on arms-length negotiations; (iii) any duties and obligations that the Underwriters
may have to the Company in connection with the offering of the Offered Securities shall be limited to those
duties and obligations specifically stated herein; and (iv) the Underwriters and their respective affiliates
may have interests that differ from those of the Company. Any review by the Underwriters of the Company,
the transactions contemplated hereby or other matters related to such transactions will be performed solely
for the benefit of the Underwriters and not on behalf of the Company. The Company hereby waives any
claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty
in connection with this offering.
11. Notices. All communications hereunder will be in writing and, if sent to the Underwriters,
will be mailed, delivered or faxed and confirmed to each of (i) BMO Capital Markets Corp., 3 Times Square,
25th Floor, New York, New York 10036, Attention: Legal Department, facsimile: (212) 702-1205; (ii)
MUFG Securities Americas Inc., 1221 Avenue of the Americas, 6th Floor, New York, New York 10020,
Attention: Capital Markets Group, facsimile: (646) 434-3455; (iii) SMBC Nikko Securities America, Inc.,
277 Park Avenue, New York, New York 10172, Attention: Debt Capital Markets – Transaction
Management; (iv) TD Securities (USA) LLC, 31 West 52nd Street, 2nd Floor, New York, New York 10019,
Attention: Transaction Management Group; (v) U.S. Bancorp Investments, Inc., 214 N. Tryon St., 26th
Floor, Charlotte, NC 28202, Attention: Debt Capital Markets, facsimile: (704) 335-2393; or, if sent to the
Company, will be mailed, delivered or telegraphed and confirmed to it at PacifiCorp, 825 NE Multnomah,
Suite 2000, Portland, OR 97232, Attention: Legal Department; provided, however, that any notice to a
particular Underwriter pursuant to Section 7 will be mailed, delivered or faxed and confirmed to such
Underwriter.
12. Recognition of the U.S. Special Resolution Regimes.
(a) In the event that any Underwriter that is a Covered Entity becomes subject to a
proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement,
and any interest and obligation in or under this Agreement, will be effective to the same extent as the
transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such
interest and obligation, were governed by the laws of the United States or a state of the United States.
17
(b) In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of
such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights
under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no
greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this
Agreement were governed by the laws of the United States or a state of the United States.
(c) As used in this Agreement:
i. “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall
be interpreted in accordance with, 12 U.S.C. § 1841(k).
ii. “Covered Entity” means any of the following:
A. a “covered entity” as that term is defined in, and interpreted in accordance
with, 12 C.F.R. § 252.82(b);
B. a “covered bank” as that term is defined in, and interpreted in accordance with,
12 C.F.R. § 47.3(b); or
C. a “covered FSI” as that term is defined in, and interpreted in accordance with,
12 C.F.R. § 382.2(b).
iii. “Default Right” has the meaning assigned to that term in, and shall be interpreted
in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.
iv. “U.S. Special Resolution Regime” means each of (i) the Federal Deposit
Insurance Act and the regulations promulgated thereunder and (ii) Title II of the
Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations
promulgated thereunder.
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 of the 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.
18
15. Waiver of Jury. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH OF THE
PARTIES HERETO WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF
LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION
WITH THIS AGREEMENT. EACH PARTY FURTHER WAIVES ANY RIGHT TO CONSOLIDATE
ANY ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN
WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED.
[Signatures follow]
(Underwriting Agreement)
If the foregoing is in accordance with the Underwriters’ understanding of our agreement, kindly sign and return to us one of the counterparts hereof, whereupon it will become a binding agreement between
the Company and the several Underwriters in accordance with its terms.
Very truly yours,
PacifiCorp
By:_______________________________________ Name: Nikki L. Kobliha Title: Vice President, Chief Financial Officer, and Treasurer
(Underwriting Agreement)
The foregoing Underwriting Agreement
is hereby confirmed and accepted
as of the date first above written.
BMO Capital Markets Corp.
By: _____________________________
Name:
Title:
MUFG Securities Americas Inc.
By: _____________________________
Name:
Title:
SMBC Nikko Securities America, Inc.
By: _____________________________
Name:
Title:
TD Securities (USA) LLC
By: _____________________________
Name:
Title:
U.S. Bancorp Investments, Inc.
By: _____________________________
Name:
Title:
On behalf of themselves and as Representatives of the several Underwriters
Mark SpadacciniManaging Director
(Underwriting Agreement)
The foregoing Underwriting Agreement
is hereby confirmed and accepted
as of the date first above written.
BMO Capital Markets Corp.
By: _____________________________
Name:
Title:
MUFG Securities Americas Inc.
By:_____________________________
Name: Richard Testa
Title: Managing Director
SMBC Nikko Securities America, Inc.
By: _____________________________
Name:
Title:
TD Securities (USA) LLC
By: _____________________________
Name:
Title:
U.S. Bancorp Investments, Inc.
By: _____________________________
Name:
Title:
On behalf of themselves and as Representatives of the several Underwriters
(Underwriting Agreement)
The foregoing Underwriting Agreement
is hereby confirmed and accepted
as of the date first above written.
BMO Capital Markets Corp.
By: _____________________________
Name:
Title:
MUFG Securities Americas Inc.
By: _____________________________
Name:
Title:
SMBC Nikko Securities America, Inc.
By: _____________________________
Name:
Title:
TD Securities (USA) LLC
By: _____________________________
Name:
Title:
U.S. Bancorp Investments, Inc.
By: _____________________________
Name:
Title:
On behalf of themselves and as Representatives of the several Underwriters
(Underwriting Agreement)
The foregoing Underwriting Agreement
is hereby confirmed and accepted
as of the date first above written.
BMO Capital Markets Corp.
By: _____________________________
Name:
Title:
MUFG Securities Americas Inc.
By: _____________________________
Name:
Title:
SMBC Nikko Securities America, Inc.
By: _____________________________
Name:
Title:
TD Securities (USA) LLC
By: _____________________________
Name:
Title:
U.S. Bancorp Investments, Inc.
By: _____________________________
Name:
Title:
On behalf of themselves and as Representatives of the several Underwriters
Luiz LanfrediDirector
(Underwriting Agreement)
The foregoing Underwriting Agreement
is hereby confirmed and accepted
as of the date first above written.
BMO Capital Markets Corp.
By: _____________________________
Name:
Title:
MUFG Securities Americas Inc.
By: _____________________________
Name:
Title:
SMBC Nikko Securities America, Inc.
By: _____________________________
Name:
Title:
TD Securities (USA) LLC
By: _____________________________
Name:
Title:
U.S. Bancorp Investments, Inc.
By: _____________________________
Name:
Title:
On behalf of themselves and as Representatives of the several Underwriters
Vanessa Clark
Vice President
SCHEDULE A
Underwriter
Principal
Amount of
2030 Bonds
Principal
Amount of
2051 Bonds
BMO Capital Markets Corp. $56,000,000 $84,000,000
MUFG Securities Americas Inc. $56,000,000 $84,000,000
SMBC Nikko Securities America, Inc. $56,000,000 $84,000,000
TD Securities (USA) LLC $56,000,000 $84,000,000
U.S. Bancorp Investments, Inc. $56,000,000 $84,000,000
CIBC World Markets Corp. $30,000,000 $45,000,000
KeyBanc Capital Markets Inc. $30,000,000 $45,000,000
Scotia Capital (USA) Inc. $30,000,000 $45,000,000
nabSecurities, LLC $10,000,000 $15,000,000
Santander Investment Securities Inc. $10,000,000 $15,000,000
Siebert Williams Shank & Co., LLC $10,000,000 $15,000,000
Total ................................................ $400,000,000 $600,000,000
SCHEDULE B(i)
Issuer Free Writing Prospectuses
See Schedule B(ii)
SCHEDULE B(ii)
Filed pursuant to Rule 433(d)
Registration No. 333-227592
Dated April 6, 2020
FINAL TERM SHEET
Issuer: PacifiCorp
Security Type: First Mortgage Bonds due 2030 (the “2030 Bonds”)
First Mortgage Bonds due 2051 (the “2051 Bonds”)
Legal Format: SEC Registered
Principal Amount: 2030 Bonds: $400,000,000 in aggregate principal amount
2051 Bonds: $600,000,000 in aggregate principal amount
Coupon: 2030 Bonds: 2.70%
2051 Bonds: 3.30%
Interest Payment Dates: 2030 Bonds: Semi-annually on September 15 and March 15,
commencing on September 15, 2020
2051 Bonds: Semi-annually on September 15 and March 15,
commencing on September 15, 2020
Record Dates: 2030 Bonds: September 1 and March 1
2051 Bonds: September 1 and March 1
Trade Date: April 6, 2020
Settlement Date: April 8, 2020 (T+2)
Maturity: 2030 Bonds: September 15, 2030
2051 Bonds: March 15, 2051
Treasury Benchmark: 2030 Bonds: 1.500% due February 15, 2030
2051 Bonds: 2.375% due November 15, 2049
US Treasury Spot: 2030 Bonds: 107-29
2051 Bonds: 126-17
US Treasury Yield: 2030 Bonds: 0.670%
2051 Bonds: 1.293%
Spread to Treasury: 2030 Bonds: +205 basis points
2051 Bonds: +205 basis points
Re-offer Yield: 2030 Bonds: 2.720%
2051 Bonds: 3.343%
Price to Public (Issue Price): 2030 Bonds: 99.820% of principal amount
2051 Bonds: 99.176% of principal amount
Expected Ratings: A1 by Moody’s Investors Service, Inc.
A+ by S&P Global Ratings
Optional Redemption: 2030 Bonds: Prior to June 15, 2030, Make Whole Call at T+35 basis
points. On or after June 15, 2030, 100% of the principal amount plus
accrued and unpaid interest
2051 Bonds: Prior to September 15, 2050, Make Whole Call at T+35
basis points. On or after September 15, 2050, 100% of the principal
amount plus accrued and unpaid interest
Denominations: $2,000 and any integral multiples of $1,000 in excess thereof
Joint Book-Running Managers: BMO Capital Markets Corp., MUFG Securities Americas Inc., SMBC
Nikko Securities America, Inc., TD Securities (USA) LLC, U.S. Bancorp
Investments, Inc., CIBC World Markets Corp., KeyBanc Capital Markets
Inc., Scotia Capital (USA) Inc.
Co-Managers: nabSecurities, LLC, Santander Investment Securities Inc., Siebert
Williams Shank & Co., LLC
CUSIP / ISIN: 2030 Bonds: 695114 CW6 / US695114CW67
2051 Bonds: 695114 CX4 / US695114CX41
The issuer has filed a registration statement (including a prospectus) with the U.S. Securities and
Exchange Commission (SEC) for the offering to which this communication relates. Before you invest,
you should read the prospectus in that registration statement and other documents the issuer has filed with
the SEC for more complete information about the issuer and this offering. You may get these documents
for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any
underwriter or any dealer participating in the offering will arrange to send you the prospectus if you
request it by calling BMO Capital Markets Corp. at 1-800-414-3627, MUFG Securities Americas Inc. at
1-877-649-6848, SMBC Nikko Securities America, Inc. at 1-888-868-6856, TD Securities (USA) LLC at
1-855-495-9846 or U.S. Bancorp Investments, Inc. at 1-877-558-2607.
EXHIBIT A
Form of Opinion of Jeffery B. Erb, Chief Corporate Counsel and Corporate Secretary of Berkshire
Hathaway Energy Company, as appointed counsel for the Company
(1) To my knowledge and except for the matters disclosed in the Disclosure Package, there is
no legal or governmental action, suit or proceeding before any court, governmental agency, body or
authority, domestic or foreign, now pending or threatened against or involving the Company or any
subsidiary of the Company that, if determined adversely to the Company and its subsidiaries, taken as a
whole, is reasonably likely to have, individually or in the aggregate, a material adverse effect on the
business, affairs, property or financial condition of the Company and its subsidiaries taken as a whole or a
material adverse effect on the ability of the Company to perform its obligations under the Underwriting
Agreement, the Mortgage or the Bonds.
(2) The execution, delivery and performance of the Underwriting Agreement and the
Mortgage and the issuance and sale of the Bonds and the use of proceeds of the Bonds as designated in
the Prospectus do not and will not (A) conflict with the Articles of Incorporation or By-laws of the
Company, (B) to my knowledge, conflict with, result in the creation or imposition of any lien, charge or
other encumbrance, other than the Mortgage, upon any asset of the Company pursuant to the terms of, or
constitute a breach of, or default under, any agreement, indenture or other instrument to which the
Company is a party, or by which the Company is bound or to which any of its properties are subject or
(C) to my knowledge, result in a violation of any statute, rule or regulation, or any order, judgment or
decree known to me of any court or governmental agency, body or authority having jurisdiction over the
Company or any of its properties, where any such conflict, encumbrance, breach, default or violation
under clause (B) or (C) is reasonably likely to have, individually or in the aggregate, a material adverse
effect on the business, affairs, property or financial condition of the Company and its subsidiaries taken as
a whole.
(3) To my knowledge, except for such consents, approvals, authorizations, registrations or
qualifications as may be required under the Securities Act, the Trust Indenture Act or state securities or
blue sky laws or as may be required by applicable state public utility commissions and under the Federal
Power Act, no consent, authorization or order of, or filing or registration by the Company with, any court,
governmental agency or third party is required in connection with the execution, delivery and
performance by the Company of the Underwriting Agreement and the Mortgage, the consummation of the
transactions contemplated herein and therein, and the issuance, distribution and sale of the Bonds as
contemplated therein, in each case where the effect of the failure to obtain such approval, authorization,
consent or order, or make such filing, is material to the Company.
(4) The Company has good and sufficient title to the Properties subject to the Mortgage,
which include substantially all of the permanent physical properties of the Company (other than those
expressly excepted), subject only to Excepted Encumbrances and defects and irregularities customarily
found in properties of like size and character that, in my opinion, do not materially impair the use of the
property affected thereby in the operation of the business of the Company; the descriptions in the
Mortgage of such of the Properties as are described therein are adequate for the Mortgage to constitute a
lien thereon; the Mortgage constitutes a valid lien in favor of the Trustee for the benefit of the holders of
the bonds issued pursuant to the Mortgage and, to the best of my knowledge, there is no lien on such
Properties prior or equal to the lien of the Mortgage, other than the exceptions enumerated above in this
paragraph 4.
EXHIBIT B
Form of Opinion of Perkins Coie LLP, special counsel to the Company
(1) The Company is a corporation validly existing under the laws of Oregon, with the
corporate power and authority to own its properties and conduct its business as described in the
Preliminary Prospectus and the Prospectus.
(2) Based solely on the certificates attached as Schedule B, the Company is qualified to
transact business as a foreign corporation in Arizona, Colorado, Idaho, Montana, New Mexico, Utah,
Washington and Wyoming.
(3) The Company has the corporate power and authority to enter into the Underwriting
Agreement and the Supplemental Indenture, to issue the Bonds and to consummate the transactions
contemplated by the Underwriting Agreement.
(4) Each of the Underwriting Agreement and the Mortgage has been duly authorized,
executed and delivered by the Company.
(5) The Mortgage constitutes the valid and binding obligation of the Company, enforceable
against the Company in accordance with its terms.
(6) The Mortgage has been duly qualified under the Trust Indenture Act of 1939, as amended
(the “Trust Indenture Act”).
(7) The Bonds are in the form contemplated by the Mortgage, have been duly authorized by
the Company for issuance and sale pursuant to the Underwriting Agreement and the Mortgage, have been
duly executed by the Company and, when authenticated by the Trustee in the manner provided in the
Mortgage and delivered against payment of the purchase price therefore pursuant to the Underwriting
Agreement, will constitute valid and binding obligations of the Company, enforceable against the
Company in accordance with their terms, and entitled to the benefits of the Mortgage.
(8) The statements in the Preliminary Prospectus and the Prospectus under the captions
“Description of the Bonds” and “Description of Additional Bonds” insofar as they purport to summarize
the provisions of the Mortgage and the Bonds, fairly summarize such provisions in all material respects.
The statements in the Preliminary Prospectus and the Prospectus under the caption “Certain U.S. Federal
Income Tax Considerations,” insofar as such statements purport to constitute summaries of United States
federal income tax law and regulations or legal conclusions with respect thereto, fairly summarize the
matters described therein in all material respects.
(9) No approval, authorization, consent or order of, or filing with any governmental authority
is required in connection with the issuance and sale of the Bonds by the Company, the consummation by
the Company of the transactions contemplated by the Underwriting Agreement, the due authorization,
execution or delivery of the Underwriting Agreement or the due execution, delivery or performance of the
Mortgage by the Company, in each case where the effect of the failure to obtain such approval,
authorization, consent or order, or to make such filing, could reasonably be expected to have a Material
Adverse Effect and except (a) as may be required under federal or state “blue sky” securities laws and
regulations and (b) such as have been obtained or made.
(10) The Idaho Public Utilities Commission and the Public Utility Commission of Oregon
have entered appropriate orders, which to our knowledge remain in full force and effect on the date of this
letter, each authorizing the issuance of the Bonds by the Company; the Company has filed a notice with
the Washington Utilities and Transportation Commission regarding the issuance and sale of the Bonds
that complies with the filing requirements of [RCW 80.08.040] and [WAC 480-100-242]; the Company
has filed a notice of proposed securities issuance with the Idaho Public Utilities Commission regarding
the issuance and sale of the Bonds pursuant to Order No.[ 34205]; and, together with certain exemptive
orders that have been issued by each of the Public Utilities Commission of the State of California, the
Public Service Commission of Utah and the Public Service Commission of Wyoming (each which to our
knowledge remains in full force and effect on the date of this letter), such orders and notices constitute the
only approval, authorization, consent or other order of, or notification to, any governmental body legally
required in connection with the regulation of the Company as a public utility for the authorization of the
issuance of the Bonds by the Company pursuant to the terms of the Underwriting Agreement.
(11) The Registration Statement was declared effective by the Commission on October 30,
2018; the Prospectus was filed with the Commission pursuant to Rule 424(b) on [ ], 2020 in a manner
and within the time period required by Rule 424(b) under the Securities Act; and, based solely on a
review of the contents of the Commission’s stop orders webpage located at
www.sec.gov/litigation/stoporders.shtml, as of the date hereof, no stop order suspending the effectiveness
of the Registration Statement has been issued under the Securities Act and, to our knowledge, no
proceedings for that purpose have been initiated by the Commission.
(12) Without independent verification of the factual accuracy, completeness or fairness of any
statements made in the Registration Statement, Preliminary Prospectus and the Prospectus, the
Registration Statement, as of its effective date, and the Preliminary Prospectus, as of its date, including in
each case the information deemed to be a part thereof pursuant to Rule 430B under the Securities Act, and
the Prospectus, as of its date, each appear on its face to be appropriately responsive in all material respects
with the applicable requirements of the Securities Act and the rules thereunder; it being understood,
however, that we express no view with respect to the financial statements, schedules, other financial data,
or exhibits included or incorporated by reference in, or omitted from, the Registration Statements, the
Preliminary Prospectus or the Prospectus.
(13) The Company is not, and, immediately after giving effect to the issuance and sale of the
Bonds in accordance with the Underwriting Agreement and to the application of the net proceeds received
by the Company from the offering and sale of the Bonds as described in the Preliminary Prospectus and
the Prospectus, will not, be required to register as an “investment company” within the meaning of the
Investment Company Act.
Report of Securities Issued
REPORT OF SECURITIES ISSUED
April 8, 2020
PACIFICORP
Description of securities: $1,000,000,000 of PacifiCorp’s First Mortgage Bonds
$400,000,000 of 2.70% Series due September 2030
$600,000,000 of 3.30% Series due March 2051
Description Amount
1. Face value or principal amount $1,000,000,000
2. Plus premium or less discount (5,664,000)
3. Gross proceeds 994,336,000
4. Underwriter’s spread or commission(1) (6,200,000)
5. Securities and Exchange Commission registration fee(2) (124,500)
6. State mortgage registration tax N/A
7. State commission fees and expenses N/A
8. Fee for recording indenture* (28,000)
9. United States document tax N/A
10. Printing and engraving expenses* (15,000)
11. Trustee’s charges* (20,000)
12. Counsel fees* (117,000)
13. Accountants’ fees* (55,160)
14. Cost of listing N/A
15. Miscellaneous expenses of issue*(3)
(Describe large items)
(790,340)
16. Total deductions* (7,350,000)
17. Net amount realized* $986,986,000
* Denotes estimate only.
(1) Net of payment the underwriters have agreed to make in respect of expenses incurred by PacifiCorp in connection
with the offering.
(2) Application of the remaining unapplied $124,500.00 of previously paid total fees of $158,737.50 associated with
$1,275,000,000 of securities registered on Form S-3 under Registration No. 333-227592. (3) Includes estimated rating agency fees of $750,000 for the Bonds.