20230523Prospectus Supplement_Underwriting Agreement_Report of Securities Issued.pdf

May 23, 2023

VIA ELECTRONIC FILING

Jan Noriyuki
Commission Secretary
Idaho Public Utilities Commission
11331 W. Chinden Blvd.
Building 8 Suite 201A
Boise, Idaho 83714

RE: CASE NO. PAC-E-23-03
IN THE MATTER OF ROCKY MOUNTAIN POWER’S APPLICATION FOR
AUTHORITY TO ISSUE AND SELL OR EXCHANGE NOT MORE THAN
$5,000,000,000 OF DEBT, AND ENTER INTO CREDIT SUPPORT
ARRANGEMENTS

Dear Ms. Noriyuki:

Pursuant to Order No. 35723, in the above referenced matter, PacifiCorp submits to the Idaho Public
Utilities Commission the following documents relating to PacifiCorp’s May 15, 2023, offering of
$1,200,000,000 aggregate principal amount of First Mortgage Bonds, (Bonds):

1. Prospectus Supplement dated May 15, 2023.

2. Underwriting Agreement between PacifiCorp and the several Underwriters listed in Schedule
A as represented by BMO Capital Markets, PNC Capital Markets, SMBC Nikko, TD
Securities and Wells Fargo Securities, dated May 15, 2023.

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
Tuesday, May 23, 2023 2:15:59 PM
IDAHO PUBLIC
UTILITIES COMMISSION
Idaho Public Utilities Commission
May 23, 2023
Page 2

Please contact me if you have any questions about this letter or the enclosed documents.

Sincerely,

Ryan Weems
Vice President, Controller and Assistant Treasurer
PacifiCorp

Enclosures

cc: Terri Carlock (Idaho Commission)
Mark Alder (PacifiCorp)
Jeff Erb (PacifiCorp)
Chris Hall (Perkins Coie)
Wells Fargo Securities

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 Filed Pursuant to Rule 424(b)(2)
 Registration No. 333-249044
PROSPECTUS SUPPLEMENT (To prospectus dated September 25, 2020)
$1,200,000,000 First Mortgage Bonds 5.500% Series Due 2054

PacifiCorp is offering $1,200,000,000 aggregate principal amount of its 5.500% first mortgage bonds due 2054.
We will pay interest semi-annually on the bonds on May 15 and November 15 of each year, beginning on November 15,
2023.
We may redeem some or all of the bonds at any time before maturity at the applicable redemption price described under thecaption “Description of the Bonds — Optional Redemption.”
We will not apply for listing of the bonds on any securities exchange or include them in any automated dealer quotation
system. Currently, there is no public market for the bonds.
Investing in the bonds involves risks. See “Risk Factors” on page S-6 for information on certain matters you should considerbefore purchasing the bonds.
Per Bond Total
Public Offering Price 99.956 $1,199,472,000
Underwriting Discount 0.800 $9,600,000
Proceeds to PacifiCorp (Before Expenses) 99.156 $1,189,872,000

Plus accrued interest, if any, from May 17, 2023.
The Underwriters have agreed to make a payment to us in an amount equal to $600,000 in respect of expenses incurred by
us in connection with the offering. See “Underwriting (Conflicts of Interest).”
The underwriters expect to deliver the bonds to purchasers in book-entry form only through The Depository Trust Companyon or about May 17, 2023.
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 PNC Capital Markets LLC SMBC Nikko TD Securities
Green Structuring Agent
BofA Securities
Co-Managers
Barclays BNY Mellon Capital
Markets, LLC
CIBC Capital Markets KeyBanc Capital Markets Mizuho
nabSecurities, LLC RBC Capital Markets Scotiabank Siebert Williams Shank Truist Securities

The date of this prospectus supplement is May 15, 2023.
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TABLE OF CONTENTS
Page
Prospectus Supplement
About This Prospectus Supplement S-2
Prospectus Supplement Summary S-3
About PacifiCorp S-3
The Offering S-4
Risk Factors S-6
Use of Proceeds S-8
Capitalization S-11
Description of the Bonds S-12
Certain U.S. Federal Income Tax Considerations S-15
Benefit Plan Investor Considerations S-19
Underwriting (Conflicts of Interest) S-20
Legal Matters S-25
Experts S-25
Incorporation By Reference S-25
Page
Prospectus
About This Prospectus 1
Forward-Looking Statements 1
The Company 2
Risk Factors 2
Use of Proceeds 3
Description of Bonds 3
Book-Entry, Delivery and Form 8
Plan of Distribution 10
Where You Can Find More Information 11
Incorporation by Reference 11
Legal Matters 12
Experts 12

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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 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.” 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, thewords “Company,” “we,” “our,” “us” and “PacifiCorp” refer to PacifiCorp, an Oregon corporation, andits subsidiaries. References to the “Mortgage” are to the Mortgage and Deed of Trust, dated as ofJanuary 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 U.S. regulated electric utility company headquartered in Oregon that serves approximately 2.0 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 141,500 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 22 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, Suite 1900, Portland, Oregon 97232, its telephone number
is [phone] 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.
All shares of PacifiCorp’s common stock are indirectly owned by BHE. PacifiCorp also has shares of
preferred stock outstanding that are subject to voting rights in certain limited circumstances.
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 $1,200,000,000 aggregate principal amount of 5.500% First
Mortgage Bonds due 2054 (the “bonds”).
Indenture The bonds will be issued pursuant to a Supplemental
Indenture to the Mortgage.
Maturity Date The bonds will mature on May 15, 2054.
Interest Payment Dates We will pay interest on the bonds semi-annually on May 15
and November 15 each year, beginning on November 15,
2023.
Optional Redemption Prior to November 15, 2053 (six months prior to the maturity
date of the bonds) (the “par call date”), we may redeem the
bonds at our option, in whole or in part, at any time and from
time to time, at a redemption price equal to the greater of:
(a) the sum of the present values of the remaining
scheduled payments of principal and interest thereon
discounted to the redemption date (assuming the bonds
matured on the par call date) on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day
months) at the Treasury Rate plus 25 basis points less
(b) interest accrued to the date of redemption; and
100% of the principal amount of the bonds to be
redeemed;
plus, for (1) or (2) above, whichever is applicable, accrued and
unpaid interest, if any, on such bonds to the date of
redemption. See “Description of the Bonds — Optional
Redemption.”
On or after the par call date, we may redeem the bonds, in
whole or in part, at any time and from time to time, at a
redemption price equal to 100% of the principal amount of the
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
Bonds — Certain Covenants” in the accompanying prospectus.

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Use of Proceeds We expect to receive net proceeds from this offering of
approximately $1,190 million (excluding accrued interest, if
applicable), after deducting the underwriting discounts but
before deducting our expenses in connection with the sale of
the bonds.
We will use an amount equal to such net proceeds of the bonds
to finance or refinance, in whole or in part, existing or new
Eligible Projects as further described under “Use of Proceeds”
in this prospectus supplement.
Trustee The Bank of New York Mellon Trust Company, N.A. will be
the trustee for the holders of the bonds. See “Description of
Bonds — The Mortgage Trustee” in the accompanying
prospectus.
Settlement Delivery of the bonds offered hereby will be made against
payment therefor on or about May 17, 2023.
Conflicts of Interest We are an indirect wholly-owned subsidiary of BHE and BHE
is a consolidated subsidiary of Berkshire Hathaway Inc.,
which owns more than 10% of the outstanding common stock
of Bank of America Corporation, the parent company of BofA
Securities, Inc. Therefore, BofA Securities, Inc. is deemed to
have a “conflict of interest” under Rule 5121 (“Rule 5121”) of
the Financial Industry Regulatory Authority, Inc. Accordingly,
this offering is being made in compliance with the
requirements of Rule 5121. Because the bonds to be offered
will be rated investment grade, pursuant to Rule 5121, the
appointment of a qualified independent underwriter is not
necessary. See “Underwriting (Conflicts of Interest).”

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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, 2022 (the “Form 10-K”) and our Quarterly Report on Form 10-Q for the
three months ended March 31, 2023, which are 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-25 in this prospectus supplement and “Where You
Can Find More Information” on page 11 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.
The bonds may not be a suitable investment for all investors seeking exposure to green assets.
While we intend to use an amount equal to or in excess of the net proceeds of this offering for Eligible
Projects (as defined below) as described under the caption “Use of Proceeds,” we cannot assure that the
expenditures funded with the proceeds from the bonds will meet every or any potential investor’s
expectations regarding environmental sustainability or performance. Prospective investors should consider
the information set out in this prospectus supplement regarding such use of proceeds and must determine for
themselves the relevance of such information for the purpose of any investment in the bonds together with
any other investigation such investor deems necessary. We have significant flexibility in allocating the net
proceeds from the issuance of the bonds, including re-allocating the net proceeds in the event we determine
in our discretion that projects receiving allocations no longer meet the eligibility criteria for Eligible
Projects, and may also be unable to allocate the net proceeds as intended. We will determine in our sole
discretion whether any project is an Eligible Project or otherwise reflects the Framework (as defined below).
We may also in our discretion update or amend the Framework from time to time, which gives us further
flexibility with respect to both the allocation of the net proceeds from the issuance of the bonds, as well as
the reporting about such allocation or the environmental and social impact of the Eligible Projects to which
such net proceeds may be allocated.
We do not intend to list or seek admission of the bonds for trading on any dedicated “green,” “social,”
“environmental,” “sustainable” or other equivalently labeled segment of any stock exchange or securities
market (whether or not regulated). In the event the bonds are nevertheless so listed, no representation or
assurance can be given that such listing or admission would satisfy, whether in whole or in part, any present
or future investor expectations or requirements, or that any such listing or admission to trading will be
maintained during the life of the bonds. In the event the bonds are so listed, any change to the listing or
admission status of the bonds may have a material adverse effect on the value of the bonds and/or result in
adverse consequences for certain investors with portfolio mandates to invest in securities to be used for a
particular purpose.
There is no legal, regulatory, or market definition of or standardized criteria for what constitutes a “green,”
“social,” “sustainable” or other equivalently labeled project and any such designations made by third parties with
respect to the bonds may not be suitable for the investment criteria of an investor.
There is currently no clear definition (legal, regulatory, or otherwise) of, nor market consensus as to
what constitutes, a “green,” “social,” “sustainable” or an equivalently labeled project, or as to what precise
attributes are required for a particular project to be defined as “green,” “social,” “sustainable” or such other
equivalent label, nor can any assurance be given that such a clear definition or consensus will develop over
time or, if such definition or consensus develops in the future, that the Eligible Projects will meet such
criteria. Accordingly, no assurance is or can be given to investors that any Eligible Projects selected to
receive an allocation of funds from the net proceeds of the bonds will meet all or any investor expectations
regarding such green, social, sustainable or other equivalently labeled performance objectives, or that any
adverse environmental, social, and/or other impacts will not occur from the implementation of any Eligible
Projects financed, in whole or in part, by the net proceeds from the sale of the bonds.

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We have received a second party opinion from an external reviewer regarding the Framework, which
has been made publicly available. No assurance or representation is given as to the suitability or reliability
for any purpose whatsoever of any opinion or certification of, or any report concerning any review by, any
third party (whether or not solicited by us) that will be made available in connection with the issuance of the
bonds, in particular as it relates to the ability of an Eligible Project to fulfill any environmental, social,
sustainability or other criteria. No such opinion, certification or report is, nor should it be deemed to be, a
recommendation by us, any underwriter with respect to the bonds or any other person to buy, sell or hold the
bonds. Any such opinion, certification or report is only current as of the date it was initially issued.
Prospective investors must determine for themselves the relevance of any such opinion, certification or
report, the information contained therein and the provider thereof for the purpose of any investment in the
bonds. For the avoidance of doubt, no such opinion, certification or report is, nor shall it be deemed to be,
incorporated into this prospectus supplement, the accompanying prospectus or any other filing with the
SEC. The withdrawal of any such opinion or certification or any additional opinion or certification attesting
that we are not complying in whole or in part with any matters for which such opinion or certification is
opining or certifying may have a material adverse effect on the trading prices of the bonds and/or result in
adverse consequences for certain investors with mandates to invest in securities to be used for a particular
purpose.
The trading prices of the bonds may be negatively affected to the extent that perception by investors of the suitability
of the bonds as “green” bonds deteriorates or demand for sustainability-themed investment products diminishes.
Perception by investors of the suitability of the bonds as “green” bonds could be negatively affected by
dissatisfaction with our compliance with the Framework, controversies involving the environmental or
sustainability impact of our business or industry, evolving standards or market consensus as to what
constitutes a “green” bond or the desirability of investing in “green” bonds or any opinion or certification as
to the suitability of the bonds as “green” bonds no longer being in effect. The trading prices of the bonds
may be also negatively affected to the extent investors are required or choose to sell their holdings due to
deterioration in the perception by the investors or the market in general as to the suitability of these bonds
as “green” bonds. The trading prices of the bonds may be also negatively affected to the extent demand for
sustainability-themed investment products diminishes due to evolving investor preferences, increased
regulatory or market scrutiny on funds and strategies dedicated to sustainability or environmental, social or
governance themed investing or for other reasons.

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USE OF PROCEEDS
We expect to receive net proceeds from this offering of approximately $1,190 million (excluding
accrued interest, if applicable), after deducting the underwriting discounts but before deducting our
expenses in connection with the sale of the bonds.
Framework
For the purpose of issuing bonds, loans, commercial paper or other financial instruments to finance or
refinance projects with intended environmental benefits (“Green Financing Instruments”), PacifiCorp has
adopted BHE’s Green Financing Framework (the “Framework”) in alignment with the International Capital
Market Association Green Bond Principles 2021 and the Loan Market Association Green Loan Principles
2021. The portions of the Framework relevant to the issuance of bonds are described below.
We have made the Framework available on our corporate website. Neither the Framework nor any other
information appearing on our corporate website are incorporated by reference herein.
Eligible Projects
We intend to allocate an amount equal to the net proceeds of the bonds to finance or refinance, in whole
or in part, one or more Eligible Projects. “Eligible Projects” include new or existing investments or
expenditures made during the period beginning two years prior to the issuance date of the bonds or anytime
thereafter through the life of the bonds, with respect to projects that meet at least one of the eligibility
criteria set forth below. We intend to fully allocate an amount equal to the net proceeds of the bonds to
Eligible Projects within 24 months of the issuance date of the bonds.
Renewable Energy
Investments and expenditures related to the acquisition, conception, development, maintenance,
procurement, storage, expansion and/or operation of renewable energy generation and infrastructure,
including solar and wind infrastructure; long term (> 5 years) power purchase agreements or virtual
power purchase agreements entered into prior to commencement, or in the case of rehabilitated
projects, the recommencement, of commercial operations that meet our objective of bringing
additional renewable energy generation capacity to the grid, including solar, solar and battery storage
and wind energy; battery storage; and transmission infrastructure enabling the connection and/or
increased deployment of renewable energy.
Clean Transportation
Investments and expenditures related to sustainable mobility, including electric vehicle purchases for
the company fleet; electric vehicle charging stations; and installation and maintenance of
infrastructure supporting clean transportation, such as network extensions or capacity upgrades.
Climate Change Adaptation
Investments designed to improve grid resiliency and customer reliability when considering climate
change related impacts such as wildfires and floods, including infrastructure hardening; technology
and community resiliency programs; and improved fire situational awareness.
Energy Efficiency
Investments and expenditures related to technologies or assets that improve system efficiency, reduce
energy consumption and emissions, and/or contribute to the addition or reliability of renewable
energy generation, including smart meters and related communication networks; power control
devices; and other projects targeting energy savings.
Proceeds will not knowingly be allocated to the same portion of a project that received allocation of
proceeds under any other Green Financing Instrument; activities related to the exploration, production,
transportation, or consumption of fossil fuels; or to activities related to nuclear energy.

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Process for Project Evaluation and Selection
Eligible Projects will be selected by a group of our and BHE’s and its other subsidiaries’ finance,
treasury and sustainability team representatives. This group will determine which projects are eligible and
select projects according to our overall financing needs. As part of project due diligence, this group will
consider environmental and social risks and work in conjunction with our sustainability team and internal
legal and operations teams to identify and manage such risks.
Management of Proceeds
Our accounting team will oversee the internal tracking system to allocate an amount equal to the net
proceeds from any Green Financing Instruments, including the bonds, to Eligible Projects. Pending
allocation, net proceeds will be managed in accordance with our normal liquidity practices. If any project no
longer meets the eligibility criteria, we will use reasonable efforts to reallocate the funds to other Eligible
Projects in a timely manner.
Reporting
We intend to report on the allocation, and where feasible, the environmental impact, of the Eligible
Projects to which the bonds have been allocated annually, until full allocation. Each report (each, a “Green
Bond Impact Report”) will be available on our corporate website and may include:
Net proceeds allocated by project, where feasible, and/or Eligible Project category,
Estimated portion of proceeds used for financing vs. refinancing,
Remaining balance of proceeds yet to be allocated to Eligible Projects, if applicable,
Examples of projects to which proceeds have been allocated, and
Impact reporting metrics where feasible and subject to confidentiality considerations.
Sample impact reporting metrics may include the following, to the extent information is available:
Eligible Project Category Illustrative Potential Reporting Metrics
Renewable Energy Renewable energy capacity added or connected (MW)
Renewable energy produced (MWh)
Estimated CO2 equivalent emissions avoided (CO2e)
Battery storage added or connected (MW)
Clean Transportation Number of electric vehicle charging points
Number of electric vehicles purchased
Estimated CO2 equivalent emissions avoided (CO2e)
Climate Change Adaptation High fire risk area bare conductor mitigated (circuit miles of covered
conductor and undergrounded conductor)
Energy Efficiency Estimated energy savings per year (MWh)
Estimated CO2 equivalent emissions avoided (CO2e)
Such quantitative impact performance measures will be accompanied by disclosure of the key
underlying methodology used, where feasible (e.g. emissions avoided calculated using the U.S.
Environmental Protection Agency’s Avoided Emissions and Generation Tool (AVERT) and geographically
specific data corresponding to applicable generation resources).
External Review
We have received a second party opinion from an external reviewer that the Framework is in alignment
with the International Capital Market Association Green Bond Principles 2021 and the Loan Market
Association Green Loan Principles 2021.

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Each Green Bond Impact Report will be accompanied by an assertion by management regarding the
allocation of net proceeds and a report from either an independent auditor or an external consultant with
expertise in environmental, social and governance matters.
For the avoidance of doubt, neither the Framework or the second party opinion are, and neither shall be
deemed to be, incorporated by reference into or forming a part of this prospectus supplement, the
accompanying prospectus or any other report or filing we make with the SEC. We have sole discretion to
determine whether projects meet our Framework and become Eligible Projects. Neither the terms of the
bonds nor the Supplemental Indenture (as defined below) require (or will require) us to use the net proceeds
of the offering as described above, and any failure by us to comply with the foregoing will not constitute a
breach of or default under the bonds or the Supplemental Indenture. The above description of the use of the
net proceeds of the offering is not intended to modify or add any covenant or other contractual obligation
under the terms of the bonds, the Supplemental Indenture or the Mortgage.

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CAPITALIZATION
The table below shows our capitalization on a consolidated basis as of March 31, 2023. 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 in conjunction with our financial
statements and related notes, which are incorporated by reference in this prospectus supplement.
As of March 31, 2023
Actual As Adjusted

Amounts (in millions) %
Amounts (in millions) %
Short-term debt $— — $— —
Current portion of long-term debt 440 2.2 440 2.1
Long-term debt 9,218 46.1 10,418 49.2
Total short- and long-term debt 9,658 48.3 10,858 51.3
Preferred stock 2 — 2 —
Total common equity 10,319 51.7 10,319 48.7
Total capitalization $19,979 100.0 $21,179 100.0

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DESCRIPTION OF THE BONDS
The bonds will be issued pursuant to a thirty-fourth supplemental indenture to the Mortgage (the
“Supplemental Indenture”). The terms 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 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
The bonds will be issued as First Mortgage Bonds under the Mortgage. The bonds will initially be in
aggregate principal amount of $1,200,000,000. The entire principal amount of the bonds will mature and
become due and payable, together with any accrued and unpaid interest thereon, on May 15, 2054. The
bonds are not subject to any sinking fund provision. The bonds are available for purchase in minimum
denominations of $2,000 and any integral multiple of $1,000 in excess thereof.
Interest
Each bond will bear interest at the rate of 5.500% per annum from the date of original issuance. Interest
on the bonds will be payable semi-annually in arrears on May 15 and November 15 of each year (each, an
“Interest Payment Date”). The initial Interest Payment Date is November 15, 2023.
The amount of interest payable 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
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.
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; provided that if
for U.S. federal income tax purposes the additional bonds are not fungible with the previously issued bonds,
the additional bonds will have a separate CUSIP number.

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Optional Redemption
Prior to November 15, 2053 (six months prior to their maturity date) (the “Par Call Date”), we may
redeem the bonds at our option, in whole or in part, at any time and from time to time, at a redemption price
(expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:
(a) the sum of the present values of the remaining scheduled payments of principal and interest
thereon discounted to the redemption date (assuming the bonds matured on the Par Call Date) on a
semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Rate plus 25 basis points less (b) interest accrued to the date of redemption, and
100% of the principal amount of the bonds to be redeemed,
plus, in either case, accrued and unpaid interest thereon to the redemption date.
On or after the Par Call Date, we may redeem the bonds, in whole or in part, at any time and from time
to time, at a redemption price equal to 100% of the principal amount of the bonds being redeemed plus
accrued and unpaid interest thereon to the redemption date.
“Treasury Rate” means, with respect to any redemption date, the yield determined by us in accordance
with the following two paragraphs.
The Treasury Rate shall be determined by us after 4:15 p.m., New York City time (or after such time as
yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve
System), on the third business day preceding the redemption date based upon the yield or yields for the most
recent day that appear after such time on such day in the most recent statistical release published by the
Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) — H.15”
(or any successor designation or publication) (“H.15”) under the caption “U.S. government securities —
Treasury constant maturities — Nominal” (or any successor caption or heading) (“H.15 TCM”). In
determining the Treasury Rate, we shall select, as applicable: (1) the yield for the Treasury constant
maturity on H.15 exactly equal to the period from the redemption date to the Par Call Date (the “Remaining
Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the
two yields — one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than
and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the
Remaining Life — and shall interpolate to the Par Call Date on a straight-line basis (using the actual number
of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury
constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury
constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable
Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the
relevant number of months or years, as applicable, of such Treasury constant maturity from the redemption
date.
If on the third business day preceding the redemption date H.15 TCM is no longer published, we shall
calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to
maturity at 11:00 a.m., New York City time, on the second business day preceding such redemption date of
the U.S. Treasury security maturing on, or with a maturity that is closest to, the Par Call Date, as applicable.
If there is no U.S. Treasury security maturing on the Par Call Date but there are two or more U.S. Treasury
securities with a maturity date equally distant from the Par Call Date, one with a maturity date preceding the
Par Call Date and one with a maturity date following the Par Call Date, we shall select the U.S. Treasury
security with a maturity date preceding the Par Call Date. If there are two or more U.S. Treasury securities
maturing on the Par Call Date or two or more U.S. Treasury securities meeting the criteria of the preceding
sentence, we shall select from among these two or more U.S. Treasury securities the U.S. Treasury security
that is trading closest to par based upon the average of the bid and asked prices for such U.S. Treasury
securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms
of this paragraph, the semi-annual yield to maturity of the applicable U.S. Treasury security shall be based
upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m.,
New York City time, of such U.S. Treasury security, and rounded to three decimal places.

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Our actions and determinations in determining the redemption price shall be conclusive and binding for
all purposes, absent manifest error.
Notice of any redemption will be mailed or electronically delivered (or otherwise transmitted in
accordance with the depositary’s procedures) at least 10 days but not more than 60 days before the
redemption date to each holder of bonds to be redeemed at its registered address.
In the case of a partial redemption, selection of the bonds for redemption will be made by lot. No bonds
of a principal amount of $2,000 or less will be redeemed in part. If any bond is to be redeemed in part only,
the notice of redemption that relates to the bond will state the portion of the principal amount of the bond to
be redeemed. A new bond in a principal amount equal to the unredeemed portion of the bond will be issued
in the name of the holder of the bond upon surrender for cancellation of the original bond. For so long as the
bonds are held by The Depository Trust Company (or another depositary), the redemption of the bonds shall
be done in accordance with the policies and procedures of the depositary.
Unless we default in payment of the redemption price, on and after the redemption date interest will
cease to accrue on the bonds or portions thereof called for redemption.

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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 any U.S. federal alternative minimum tax or the U.S. federal estate
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. 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. 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.
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.
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 generally will 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.

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Effect of Certain Contingencies
In certain circumstances, we may pay contingent amounts at times other than on the scheduled interest
payment dates or the maturity date (see “Description of the Bonds — Optional Redemption”). We intend to
take the position that the possibility of such payments does not result in the bonds being treated as
contingent payment debt instruments under applicable Treasury regulations.
Our determination that the bonds are not contingent payment debt instruments is binding on a
beneficial owner of the bonds unless the beneficial owner discloses a contrary position to the IRS in the
manner required by the applicable Treasury regulations. Our determination is not, however, binding on the
IRS. If the IRS were to challenge successfully our determination and the bonds were treated as contingent
payment debt instruments, beneficial owners of the bonds would be required, among other things, (a) to
accrue ordinary interest income, regardless of their method of tax accounting, based on a projected payment
schedule and comparable yield, which may be a higher rate than the stated interest rate on the bonds, and
(b) to treat as ordinary income, rather than capital gain, all or a portion of any gain recognized on a sale,
exchange or other taxable disposition of bonds. The remainder of this discussion assumes that the bonds
will not be treated as contingent payment debt instruments for U.S. federal income tax purposes.
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 generally will 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 generally 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 bondsto a Non-U.S. Holder generally will not be subject to U.S. federal income or withholding tax,

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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 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. (or, if an applicable income tax treaty
applies, is not attributable to a U.S. permanent establishment or fixed base maintained by the Non-U.S.
Holder) 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 interestmade to such Non-U.S. Holder generally will be subject to the 30% U.S. federal withholding tax, unlesssuch Non-U.S. Holder provides us or our paying agent with a properly executed (1) IRS Form W-8BEN orW-8BEN-E (or other applicable form) claiming an exemption from or reduction in withholding under thebenefit of an applicable income tax treaty or (2) IRS Form W-8ECI (or other applicable form) stating thatinterest paid on the bonds is not subject to withholding tax because it is effectively connected with suchNon-U.S. Holder’s conduct of a trade or business in the U.S. If interest on the bonds is effectivelyconnected with the conduct by a Non-U.S. Holder of a trade or business within the U.S. (and, if anapplicable income tax treaty applies, is attributable to a U.S. permanent establishment or fixed basemaintained by the Non-U.S. Holder), such interest generally will be subject to U.S. federal income tax on anet income basis at the rate applicable to U.S. persons (and, in the case of Non-U.S. Holders that arecorporations, may also be subject to a 30% branch profits tax, unless such rate is reduced by an applicableincome 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 “Non-U.S. Holders 
— 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 or fixed base 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. owners or furnishes identifying information regarding each
substantial U.S. owner. 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. An

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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 U.S. 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 and held 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 ERISA, the Code or any other 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 or annuity subject to any Applicable Benefit Plan Regulation(s).

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UNDERWRITING (CONFLICTS OF INTEREST)
BMO Capital Markets Corp., PNC Capital Markets LLC, SMBC Nikko Securities America, Inc., TDSecurities (USA) LLC and Wells Fargo Securities, LLC are acting as our joint book-running managers forthis offering and as representatives for the underwriters named below. Subject to certain terms andconditions in the underwriting agreement dated the date of this prospectus supplement, each underwriter hasseverally agreed to purchase, and we have agreed to sell to each underwriter, the principal amount of bondsindicated in the following table:
Underwriters
Principal Amount of
Bonds
BMO Capital Markets Corp. $186,000,000
PNC Capital Markets LLC 186,000,000
SMBC Nikko Securities America, Inc. 186,000,000
TD Securities (USA) LLC 186,000,000
Wells Fargo Securities, LLC 186,000,000
BofA Securities, Inc. 90,000,000
Barclays Capital Inc. 18,000,000
BNY Mellon Capital Markets, LLC 18,000,000
CIBC World Markets Corp. 18,000,000
KeyBanc Capital Markets Inc. 18,000,000
Mizuho Securities USA LLC 18,000,000
nabSecurities, LLC 18,000,000
RBC Capital Markets, LLC 18,000,000
Scotia Capital (USA) Inc. 18,000,000
Siebert Williams Shank & Co., LLC 18,000,000
Truist Securities, Inc. 18,000,000
Total $1,200,000,000
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 priceset forth on the cover page of this prospectus supplement. The underwriters may offer the bonds to selecteddealers at the applicable public offering price less a concession not to exceed 0.50% of the principal amountof the bonds. In addition, the underwriters may allow, and those selected dealers may reallow, a concessionnot to exceed 0.30% of the principal amount of the bonds to certain other dealers. After the initial offeringof the bonds to the public, the applicable public offering price and concessions may be changed.
The bonds are 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 the bonds in the open market.These transactions may include short sales, stabilizing transactions and purchases to cover positions createdby short sales. Short sales involve the sale by the underwriters of a greater number of bonds than they arerequired to purchase in the offering. Stabilizing transactions consist of certain bids or purchases made forthe purpose of preventing or slowing a decline in the market price of the bonds while the offering is inprogress.
The underwriters may also impose a penalty bid. This occurs when a particular underwriter repays toanother underwriter a portion of the underwriting discount received by it because the other underwriter hasrepurchased bonds sold by or for the account of such underwriter in stabilizing or short coveringtransactions.

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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 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 beapproximately $2,030,000. This estimate includes expenses relating to printing, rating agency fees, trustee’sfees and legal fees, among other expenses. The underwriters have agreed to make a payment to us in anamount equal to $600,000 in respect of expenses incurred by us in connection with the offering.
Conflicts of Interest
We are an indirect wholly-owned subsidiary of BHE and BHE is a consolidated subsidiary of Berkshire
Hathaway Inc., which owns more than 10% of the outstanding common stock of Bank of America
Corporation, the parent company of BofA Securities, Inc. Therefore, BofA Securities, Inc. is deemed to
have a “conflict of interest” under Rule 5121 of the Financial Industry Regulatory Authority, Inc.
Accordingly, this offering is being made in compliance with the requirements of Rule 5121. Because the
bonds to be offered will be rated investment grade, pursuant to Rule 5121, the appointment of a qualified
independent underwriter is not necessary. BofA Securities, Inc. will not confirm sales to discretionary
accounts without the prior written approval of the customer.
Other Relationships
The underwriters and their respective affiliates are full service financial institutions engaged in variousactivities, which may include securities trading, commercial and investment banking, financial advisory,investment management, investment research, principal investment, hedging, financing and brokerageactivities.
In the ordinary course of their various business activities, the underwriters and their respectiveaffiliates may make or hold a broad array of investments and actively trade debt and equity securities (orrelated derivative securities) and financial instruments (including bank loans) for their own account and forthe accounts of their customers, and such investment and securities activities may involve our or ouraffiliates’ securities and instruments. Certain of the underwriters or their affiliates that have a lendingrelationship 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, suchunderwriters and their affiliates would hedge such exposure by entering into transactions which consist ofeither the purchase of credit default swaps or the creation of short positions in our securities, includingpotentially the bonds offered hereby. Any such credit default swaps or short positions could adversely affectfuture trading prices of the bonds. The underwriters and their respective affiliates may also make investmentrecommendations or publish or express independent research views in respect of such securities orinstruments and may at any time hold, or recommend to clients that they acquire, long or short positions insuch 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 liabilitiesunder the U.S. Securities Act of 1933, as amended, or to contribute to payments the underwriters may berequired 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 beoffered, sold or otherwise made available to any retail investor in the European Economic Area. For these

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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 (as amended, 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 has been prepared and therefore offering or selling the bonds or otherwise making them
available to any retail investor in the European Economic Area may be unlawful under the PRIIPs
Regulation.
This prospectus supplement and the accompanying prospectus have been prepared on the basis that anyoffer of bonds in any Member State of the European Economic Area will be made pursuant to an exemptionunder the Prospectus Regulation from the requirement to publish a prospectus for offers of bonds. Thisprospectus supplement and the accompanying prospectus are not a prospectus for the purposes of theProspectus 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), theunderwriters are not required to comply with the disclosure requirements of NI 33-105 regardingunderwriter conflicts of interest in connection with this offering.
United Kingdom
The bonds are not intended to be offered, sold or otherwise made available to and should not beoffered, sold or otherwise made available to any retail investor in the United Kingdom. For these purposes,
a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of
Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union
(Withdrawal) Act 2018 (the “EUWA”); (ii) a customer within the meaning of the provisions of the Financial
Services and Markets Act 2000, as amended (the “FSMA”) and any rules or regulations made under the
FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional
client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic
law by virtue of the EUWA (“UK MiFIR”); or (iii) not a qualified investor as defined in Article 2 of
Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA (the “UK Prospectus
Regulation”). Consequently, no key information document required by Regulation (EU) No 1286/2014 as it
forms part of domestic law by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling the
bonds or otherwise making them available to retail investors 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
United Kingdom may be unlawful under the UK PRIIPs Regulation. This prospectus supplement has been
prepared on the basis that any offer of bonds in the UK will be made pursuant to an exemption under the
UK Prospectus Regulation and the FSMA from the requirement to publish a prospectus for offers of bonds.
This prospectus supplement is not a prospectus for purposes of the UK Prospectus Regulation or the FSMA.

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This prospectus supplement is for distribution only to persons who (i) have professional experience in
matters relating to investments and who qualify as investment professionals within the meaning of
Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as
amended, the “Financial Promotion Order”), (ii) are persons falling within Article 49(2)(a) to (d) (“high net
worth companies, unincorporated associations etc.”) of the Financial Promotion Order, (iii) are outside the
United Kingdom or (iv) are persons to whom an invitation or inducement to engage in investment activity
(within the meaning of the Financial Services and Markets Act 2000 (as amended, the “FSMA”)) in
connection with the issue or sale of any bonds may otherwise lawfully be communicated or caused to be
communicated (all such persons together being referred to as “relevant persons”). This prospectus
supplement is directed only at relevant persons and must not be acted on or relied on by persons who are not
relevant persons. Any investment or investment activity to which this prospectus supplement relates is
available only to relevant persons and will be engaged in only with relevant persons.
Switzerland
This prospectus supplement is not intended to constitute an offer or solicitation to purchase or invest inthe bonds.
The bonds may not be publicly offered, directly or indirectly, in Switzerland within the meaning of the
Swiss Financial Services Act (“FinSA”) and no application has or will be made to admit the bonds to
trading on any trading venue (exchange or multilateral trading facility) in Switzerland. Neither this
prospectus supplement nor any other offering or marketing material relating to the bonds constitutes a
prospectus pursuant to the FinSA, and neither this prospectus supplement nor any other offering or
marketing material relating to the bonds may be publicly distributed or otherwise made publicly available in
Switzerland. 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 Switzerland. For these purposes, a
retail investor means a person who is a retail client as defined in Article 4 of the FinSA. Consequently, no
key information document required by the PRIIPS Regulation (or any equivalent document under the
FinSA) has been or will be prepared in relation to any bonds and therefore, any bonds with a derivative
character within the meaning of article 86 (2) of the Swiss Financial Services Ordinance may not be offered
or recommended to private clients within the meaning of the FinSA in Switzerland.
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) incircumstances which do not constitute an offer to the public within the meaning of the CompaniesOrdinance (Cap. 32, Laws of Hong Kong), or (ii) to “professional investors” within the meaning of theSecurities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder, or (iii) inother circumstances which do not result in the document being a “prospectus” within the meaning of theCompanies Ordinance (Cap. 32, Laws of Hong Kong) and no advertisement, invitation or document relatingto the bonds may be issued or may be in the possession of any person for the purpose of issue (in each casewhether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessedor read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other thanwith respect to bonds which are or are intended to be disposed of only to persons outside Hong Kong oronly 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 have not been and will not be registered pursuant to Article 4, Paragraph 1 of the FinancialInstruments and Exchange Act of Japan (Act No. 25 of April 13, 1948, as amended; the “FIEA”).Accordingly, the bonds have not been, and will not be, directly or indirectly, offered or sold in Japan or to,or for the

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account of or for the benefit of, any resident of Japan (which term as used herein means any person resident
in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-
offering or resale, directly or indirectly, in Japan or to, or for the account of or for the benefit of, any
resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in
compliance with, the FIEA and any other applicable laws, regulations and ministerial guidelines of Japan in
effect at the relevant time.
Singapore
This prospectus supplement has not been registered as a prospectus with the Monetary Authority ofSingapore. Accordingly, this prospectus supplement and any other document or material in connection withthe 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 underSection 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevantperson pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with theconditions specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with theconditions of, any other applicable provision of the SFA, in each case subject to compliance with conditionsset 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 theSFA) 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 MASNotice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice onRecommendations on Investment Products).
United Arab Emirates
The bonds have not been, and are not being, publicly offered, sold, promoted or advertised in the
United Arab Emirates (including the Abu Dhabi Global Market and the Dubai International Financial
Centre) other than in compliance with the laws, regulations and rules of the United Arab Emirates, the Abu
Dhabi Global Market and the Dubai International Financial Centre governing the issue, offering and sale

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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.
LEGAL MATTERS
Certain legal matters with respect to the bonds we are offering will be passed upon for us by the Vice
President, 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, 2022, 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, 2023 and 2022, which is incorporated herein by reference, Deloitte & Touche LLP, an
independent registered public accounting firm, have applied limited procedures in accordance with the
standards of the Public Company Accounting Oversight Board (United States) for a review of such
information. However, as stated in their reports included in PacifiCorp’s Quarterly Reports on Form 10-Q
for the quarter ended March 31, 2023, 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
U.S. Securities Act of 1933, as amended, 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 U.S. Securities Act of 1933.
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, 2022; and
our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023.

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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, Suite 2000
Portland, Oregon 97232
[phone]

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PROSPECTUS
PACIFICORP
FIRST MORTGAGE BONDS
PacifiCorp, an Oregon corporation, may from time to time offer First Mortgage Bonds (“securities” or
the “bonds”) in one or more issuances or series at prices and on terms to be determined at the time of sale.
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 Securities and Exchange Commission nor any state securities commission has approved or
disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation
to the contrary is a criminal offense.
The date of this prospectus is September 25, 2020.

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TABLE OF CONTENTS
ABOUT THIS PROSPECTUS 1
FORWARD-LOOKING STATEMENTS 1
THE COMPANY 2
RISK FACTORS 2
USE OF PROCEEDS 3
DESCRIPTION OF BONDS 3
BOOK-ENTRY, DELIVERY AND FORM 8
PLAN OF DISTRIBUTION 10
WHERE YOU CAN FIND MORE INFORMATION 11
INCORPORATION BY REFERENCE 11
LEGAL MATTERS 12
EXPERTS 12

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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we have 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” and
“Incorporation by Reference.”
You should rely only on the information contained in, or incorporated by reference in, this prospectus
and any 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 any 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. Our business, financial condition and results of operations may have changed since that
date.
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.

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THE COMPANY
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 retail electric
customers in portions of Utah, Oregon, Wyoming, Washington, Idaho and California. We are principally
engaged in the business of generating, transmitting, distributing and selling electricity. Our combined
service territory includes diverse regional economies across six states. No single segment of the economy
dominates the combined 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.
Our operations are conducted under numerous franchise agreements, certificates, permits and licenses
obtained from federal, state and local authorities. 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 were incorporated under the laws of the state of Oregon in 1989 and our principal executive officesare located at 825 N.E. Multnomah Street, Portland, Oregon 97232, our telephone number is [phone]and our internet address is www.pacificorp.com. We deliver electricity to customers in Utah, Wyoming andIdaho under the trade name Rocky Mountain Power and to customers in Oregon, Washington and Californiaunder the trade name Pacific Power.
All shares of our common stock are indirectly owned by BHE. We also have shares of preferred stock
outstanding that are subject to voting rights in certain limited circumstances.
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 sections entitled “Where You Can Find
More Information” and “Incorporation by Reference.”
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”, “Where You Can Find More Information” and
“Incorporation by Reference” in this prospectus. Additional risks and uncertainties that are not yet
identified or that we currently believe are immaterial may also materially harm our business, operating
results and financial condition and could result in a loss on your investment.
We have not appraised the collateral subject to the mortgage securing our 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 bonds.
We have not made any formal appraisal of the value of the collateral subject to the Mortgage, which
will secure any bonds we may offer along with other bonds issued under the Mortgage. The value of the
collateral in the event of a liquidation or foreclosure will depend on market and economic conditions, the

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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
our first mortgage bonds or that such payments would be made in a timely manner. If the proceeds were not
sufficient to repay amounts outstanding under the bonds, then holders of the 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 bonds, and we cannot assure you that an active trading market for the bonds willdevelop.
We do not intend to apply for listing of the bonds 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 bonds.
Accordingly, the ability of holders to sell the bonds that they hold or the price at which holders will be able
to sell the bonds may be limited. Future trading prices of the bonds 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 bonds. To the extent that an
active trading market does develop, the price at which a holder may be able to sell the bonds 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 bonds 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 bonds we may issue. Accordingly, we could enter into financings,
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 any
bonds we may issue, by credit rating agencies.
USE OF PROCEEDS
Unless otherwise indicated in a prospectus supplement, the net proceeds to be received by us from theissuance and sale of the bonds will initially become part of our general funds and will be used for capitalexpenditures or utility asset purchases, to repay all or a portion of our short- or long-term borrowings andfor general corporate purposes.
DESCRIPTION OF BONDS
General
We may issue first mortgage bonds from time to time under our Mortgage and Deed of Trust, dated asof January 9, 1989, as amended and supplemented (the “Mortgage”), with The Bank of New York MellonTrust Company, N.A. (as successor trustee to JPMorgan Chase Bank, N.A.) (the “Mortgage Trustee”). Thefollowing summary is subject to the provisions of and is qualified by reference to the Mortgage, a copy ofwhich is incorporated by reference as an exhibit to this Registration Statement. Whenever particularprovisions or defined terms in the Mortgage are referred to in the following summary, those provisions ordefined terms are found in the Mortgage. Section and Article references used below are references toprovisions of the Mortgage unless we otherwise note. When we refer to “bonds,” we refer to all firstmortgage bonds issued under the Mortgage, including any bonds that may be offered pursuant to thisprospectus.
We expect to issue bonds in the form of fully registered bonds and, except as may be set forth in any
prospectus supplement, in denominations of $2,000 and any integral multiples of $1,000 in excess thereof.
The bonds may be transferred without charge, other than for applicable taxes or other governmental charges,
at the offices of the Mortgage Trustee. See “Book-Entry, Delivery and Form.”

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Maturity and Interest Payments
The prospectus supplement relating to any bonds will set forth the date or dates on which those bonds
will mature, the rate or rates per annum at which those 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 bonds, including those
related to redemption and purchase referred to under “Redemption or Purchase of Bonds” below, will be
established by us at the time we issue the bonds.
Redemption or Purchase of Bonds
The prospectus supplement relating to any particular series of bonds will set forth the redemption or
repurchase terms and other specific terms of those bonds.
If we elect or are required to redeem all or part of the bonds, we will provide a notice of redemption in
accordance with the Mortgage at least 30 days prior to the redemption date unless otherwise provided in a
supplemental indenture to the Mortgage. A failure to duly give notice to any bondholder will not affect the
validity of the redemption of any other bond. A notice of redemption may be subject to the receipt of the
redemption amount by the Mortgage Trustee on or before the date fixed for redemption and will be of no
effect unless the redemption amount is received. If the redemption amount is held by the Mortgage Trustee
for redemption, on and after the redemption date the bonds subject to redemption will cease to bear interest
and will cease to be entitled to the lien of the Mortgage. (Section 12.02)
We may request that cash deposited under any provisions of the Mortgage 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)
There is no sinking or analogous fund in the Mortgage.
Security and Priority
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 us. Any bonds issued will be equally and ratably secured with all other
bonds issued under the Mortgage.
The Mortgage excepts from its lien, among others, all cash and securities (except as specifically
deposited with the Mortgage Trustee in certain circumstances); equipment, materials or supplies held for
sale or other disposition; any fuel and similar consumable materials and supplies; automobiles, other
vehicles, aircraft, boats and vessels; timber, crops, minerals, mineral rights and royalties; receivables,
general intangibles, 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 and leases;
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; and our interest
in the Wyodak Facility. The lien of the Mortgage is also subject to Excepted Encumbrances, including tax
and construction liens, purchase money liens, certain rights of and obligations to public authorities and
others, certain easements, restrictions, exceptions or reservations related to our property and rights of way,
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 3.01 of the Thirty-First
Supplemental Indenture)
The Mortgage subjects after-acquired property to the mortgage lien, generally subject to the exceptions
discussed above. In addition, after-acquired property may be subject and subordinate to a Class “A”
Mortgage, purchase money mortgages and other liens or defects in title. A Class “A” Mortgage is a
mortgage or similar indenture of a company that is merged into or consolidated with us and designated by us
as a Class “A” Mortgage. (Section 1.02)

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The Mortgage provides that the Mortgage Trustee shall have a lien on the mortgaged property, prior to
the holders of bonds, for the payment of its reasonable compensation and expenses and for indemnity
against certain liabilities. (Section 19.09)
Issuance of Bonds
An unlimited principal amount of bonds may be issued under the Mortgage. Bonds of any series maybe issued from time to time on the basis of:
70% of the cost or fair value of qualified Property Additions after certain adjustments, as
determined in accordance with the terms of the Mortgage;
Class “A” Bonds (which need not bear interest) issued under a Class “A” Mortgage delivered to
the Mortgage Trustee;
retirement of bonds or certain prior lien bonds; and/or
deposits of cash.
With certain exceptions in the case of clauses (2) and (3) above, the issuance of bonds is subject to ourAdjusted Net Earnings for 12 consecutive months out of the preceding 15 months, before interest expenseand income taxes, being at least twice the Annual Interest Requirements on all outstanding bonds issuedunder the Mortgage, all outstanding Class “A” Bonds not held by the Mortgage Trustee, all otherindebtedness secured by a lien prior to the lien of the Mortgage and all bonds then applied for in pendingbond issuance applications under the Mortgage. In general, interest on variable interest bonds, if any, iscalculated using the rate then in effect. (Section 1.07 and Articles IV through VII)
Property Additions generally include property used in generating, transmitting, transporting, supplying
and managing the use of energy or fuel in any form, other than, generally, property excepted from the
Mortgage as described above such as fuel, rolling stock, property which is chargeable as an operating
expense, and property used principally for the production or gathering of natural gas. (Section 1.04)
Release and Substitution of Property
Property subject to the Mortgage may be released generally on the basis of:
the release of that property from a Qualified Lien;
the deposit of cash, outstanding bonds or, to a limited extent, purchase money mortgages;
Property Additions, after making adjustments for certain prior lien bonds outstanding against
Property Additions; and/or
a waiver of the right to issue bonds on the basis of bond retirements.
Funded Cash, as defined in Section 1.05 of the Mortgage, may be withdrawn upon the bases stated in
(3) and (4) above. 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. In addition, the
Mortgage provides an alternative provision (Section 13.04) for release of property that does not constitute
Funded Property (generally, “Funded Property” is property that was used as the basis for bond issuances or
other property releases). This alternative provision does not require any of the basis for release described
above and instead requires, among other conditions, the amount of outstanding bonds to not exceed 70% of
the fair value of the then Funded Property at the time of the release. (Sections 1.05, 7.02, 9.05, 10.01
through 10.04 and 13.03 through 13.09)
Merger or Consolidation
We may consolidate or merge with any company carrying on a similar business as us, or convey,transfer or lease all or substantially all of our property to another company, generally provided that the
action fully preserves and does not impair the lien of the Mortgage or the rights of the Mortgage Trustee and
bondholders. (Section 18.01) In those circumstances, the Mortgage will not be required to become a lien

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upon any of the properties owned or thereafter acquired by the successor company. (Section 18.03) The
Mortgage further 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)
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
permitting the creation of a lien ranking prior to or on a parity with the lien of the Mortgage 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)

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Defaults and Notice Thereof
“Defaults” are defined in the Mortgage as:
default in payment of principal;
default for 60 days in payment of interest or an installment of any fund required to be applied to
the purchase or redemption of any bonds;
default in payment of principal or interest with respect to certain prior lien bonds beyond any
grace period;
certain events in bankruptcy, insolvency or reorganization;
default in other covenants for 90 days after notice; or
the existence of any default under a Class “A” Mortgage that permits the declaration of the
principal of all the bonds secured by the Class “A” Mortgage and the interest accrued thereupon
due and payable. (Section 15.01)
An effective default under any Class “A” Mortgage or under the Mortgage will result in an effective
default under all those mortgages. The Mortgage Trustee may withhold notice of default (except in payment
of principal, interest or funds for retirement of bonds) if it determines that it is not detrimental to the
interests of the bondholders. (Section 15.02)
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,
although the Mortgage Trustee has the right to decline to follow the direction if it involves personal liability
or would be unjustifiably prejudicial to nonassenting bondholders, among other reasons. (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)

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BOOK-ENTRY, DELIVERY AND FORM
Unless we indicate differently in a prospectus supplement, the 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 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.
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 bonds are in book-entry form, you will receive payments and may transfer the 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 bonds, where
notices and demands in respect of the bonds and the Mortgage may be delivered to us and where certificated
securities may be surrendered for payment, registration of transfer or exchange.

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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 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
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
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 bonds of such series are credited on the record date, identified in a listing
attached to the omnibus proxy.
So long as bonds are in book-entry form, we will make payments on those bonds to the depositary or its
nominee, as the registered owner of such bonds, by wire transfer of immediately available funds. If 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 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:
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 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 bonds; or
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 bonds will not be entitled to
have such bonds registered in their names and will not receive physical delivery of such bonds.
Accordingly, each beneficial owner must rely on the procedures of DTC and its participants to exercise any
rights under the 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 bonds.
DTC may discontinue providing its services as securities depositary with respect to the 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 bonds are required to be printed and delivered.

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As noted above, beneficial owners of a particular series of bonds generally will not receive certificates
representing their ownership interests in those 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 bonds or if DTC ceases to be a clearing agency registered under
the Exchange Act at a time when it is required to be registered and a successor depositary is not
appointed within 90 days of the notification to us or of our becoming aware of DTC’s ceasing to be
so registered, as the case may be;
we determine, in our sole discretion and subject to DTC’s procedures, not to have such bonds
represented by one or more global securities; or
an Event of Default has occurred and is continuing with respect to such series of bonds,
we will prepare and deliver certificates for such 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 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 withor 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 securities on a national securities exchange. If the securities 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.
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.
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. Our SEC filings can also be accessed through 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.
INCORPORATION BY REFERENCE
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), until all of
the securities covered by this prospectus have been sold:
Annual Report on Form 10-K for the year ended December 31, 2019;
Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020 and June 30, 2020; and
Current Report on Form 8-K filed with the SEC on April 8, 2020.

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Upon written or oral 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: [phone]
Attention: Treasury
LEGAL MATTERS
The validity of the securities will be passed upon for us by Perkins Coie LLP, Portland, Oregon. If the
securities are being distributed in an underwritten offering, certain legal matters will be passed upon for the
underwriters by counsel identified in the related prospectus supplement.
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, 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.
With respect to the unaudited interim consolidated financial information for the periods ended
March 31, 2020 and 2019 and June 30, 2020 and 2019, which is incorporated herein by reference, Deloitte
& Touche LLP, an independent registered public accounting firm, have applied limited procedures in
accordance with the standards of the Public Company Accounting Oversight Board (United States) for a
review of such information. However, as stated in their reports included in PacifiCorp’s Quarterly Reports
on Form 10-Q for the quarters ended March 31, 2020 and June 30, 2020 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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$1,200,000,000 First Mortgage Bonds 5.500% Series Due 2054
PROSPECTUS SUPPLEMENT May 15, 2023
Joint Book-Running Managers
BMO Capital Markets PNC Capital Markets LLC SMBC Nikko TD Securities Wells Fargo Securities
BofA Securities

Co-Managers
Barclays BNY Mellon
Capital Markets,
LLC
CIBC Capital
Markets
KeyBanc Capital Markets Mizuho
nabSecurities,
LLC
RBC Capital
Markets
Scotiabank Siebert Williams Shank Truist Securities

EXHIBIT 107

Calculation of Filing Fee Tables

FORM S-3 (Form Type)

PacifiCorp (Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security Type
Security Class Title
Fee Calculation or Carry Forward Rule
Amount Registered
Proposed Maximum Offering Price Per Unit
Maximum Aggregate Offering Price Fee Rate
Amount of Registration Fee
Fees to Be Paid Debt 5.500% First Mortgage Bonds due
2054 Rule 547(r) $1,200,000,000 99.956% $1,199,472,000 0.00011020 $132,181.81
Fees Previously Paid — — — — — — — —
Total Offering Amounts — $1,199,472,000 — $132,181.81
Total Fees Previously Paid — — — —
Total Fee Offsets — — — —
Net Fee Due — — — $132,181.81

The prospectus supplement to which this exhibit is attached is a final prospectus supplement for the related offering. The maximum aggregate offering price of that offering is $1,199,472,000.

1

Execution Version
PACIFICORP
$1,200,000,000
First Mortgage Bonds
5.500% Series Due 2054
UNDERWRITING AGREEMENT
May 15, 2023
BMO CAPITAL MARKETS CORP.
PNC CAPITAL MARKETS LLC
SMBC NIKKO SECURITIES AMERICA, INC.
TD SECURITIES (USA) LLC
WELLS FARGO SECURITIES, LLC
As Representatives (the “Representatives”) of the several Underwriters listed
in Schedule A hereto

c/o BMO Capital Markets Corp.
151 West 42nd Street
New York, New York 10036
c/o PNC Capital Markets LLC
300 Fifth Avenue, 10th Floor
Pittsburgh, Pennsylvania 15222
c/o SMBC Nikko Securities America, Inc.
277 Park Avenue
New York, New York 10172
c/o TD Securities (USA) LLC
1 Vanderbilt Avenue, 11th Floor
New York, New York 10017
c/o Wells Fargo Securities, LLC
550 South Tryon Street, 5th 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
hereto (the “Underwriters”) U.S. $1,200,000,000 principal amount of its First Mortgage Bonds, 5.500%
Series due 2054 (the “Offered Securities”), in each case to be issued under that certain Mortgage and Deed
2
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 May 1, 2023
(collectively, the “Mortgage”) pursuant to the registration statement on Form S-3 (File No. 333-249044)
filed on September 25, 2020, 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.”
Representations and Warranties of the Company. The Company represents and warrants
to, and agrees with, the several Underwriters that:
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, became effective upon filing with the
Commission; other than a registration statement, if any, increasing the size of the offering (a
“Rule 462(b) Registration Statement,” together with the Initial Registration Statement, the
“Registration Statement”), filed pursuant to Rule 462(b) under the Securities Act, which, if so
filed, 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.
Preliminary Prospectus;” such final prospectus
supplement relating to the Offered Securities to be filed with the Commission pursuant to Rule
424(b) under the Securities Act (including the documents incorporated by reference therein),
together with the Base Prospectus, is hereinafter referred to as the “Prospectus.” The Preliminary
Prospectus, as amended or supplemented as of the Applicable Time (as defined below), when
considered together with the final term sheet filed pursuant to Section 5(a) hereof (the “Disclosure
Package”), as of the Applicable Time, did not include any untrue statement of a material fact or
omit to state any material fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading. The Prospectus, as of its date and as
3
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(i) 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 4:10 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,
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.
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(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
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
5
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.
(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
6
(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, His 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, Syria, the
Crimea region of Ukraine, the so-called Donetsk People’s Republic and the so-called Luhansk
People’s Republic or any other region of Ukraine identified pursuant to Executive Order 14065);
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.
(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
7
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 at a purchase price of 99.156% of the principal amount thereof plus accrued
interest, if any, from May 17, 2023 to the Closing Date (as hereinafter defined), the respective principal
amounts of the Offered Securities set forth opposite the names of the several Underwriters in Schedule A
hereto. In addition, the Underwriters shall make a payment to the Company in an amount equal to $600,000
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 the Offered Securities to be purchased by each Underwriter hereunder and to be offered and sold by
such Underwriter in the form of one or more global securities in registered form without interest coupons
(the “Global Securities”) deposited with the Trustee as custodian for The Depository Trust Company
(“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in the Global Securities
will be held only in book-entry form through DTC, except in the limited circumstances described in the
Disclosure Package and the Prospectus.
Payment for the Offered Securities 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 May 17, 2023, 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
8
the office of Latham & Watkins LLP, 1271 Avenue of the Americas, New York, NY 10020, at least 24
hours prior to the Closing Date.
Representations by Underwriters; Resale by Underwriters. Each of the Underwriters
severally represents and agrees that:
FSMA”)) 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.
EUWA”); (B) a customer within the meaning of the provisions
of the Financial Services and Markets Act 2000, as amended (the “FSMA”) and any rules or
regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer
would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU)
No 600/2014 as it forms part of United Kingdom law by virtue of the EUWA; or (C) not a qualified
investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of United Kingdom
law by virtue of the EUWA.
MiFID II”); (B) 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 (C) not a qualified investor as defined in Regulation
(EU) 2017/1129; 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 for the Offered Securities.
Certain Agreements of the Company. The Company agrees with the several Underwriters
that:
9
on the second business day following the date of this Agreement; to make no further amendment
or any supplement to the Registration Statement, or the Prospectus prior to the Closing Date that
shall be reasonably disapproved by you promptly after reasonable notice thereof; to advise you,
promptly after it receives notice thereof, of the time when any amendment to the Registration
Statement has been filed or becomes effective or any amendment or supplement to the Prospectus
has been filed and to furnish you with copies thereof; to prepare a final term sheet, containing solely
a description of the Offered Securities, in a form approved by you and to file such term sheet
pursuant to Rule 433(d) under the Securities Act within the time required by such Rule; to file
promptly all other material required to be filed by the Company with the Commission pursuant to
Rule 433(d) under the Securities Act; to file promptly all reports and any definitive proxy or
information statements required to be filed by the Company with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date 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
10
you may request of an amended or supplemented Prospectus complying with Section 10(a)(3) of
the Securities Act.
(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
11
under the Securities Act relating to, any United States dollar-denominated debt securities issued or
guaranteed by the Company and having a maturity of more than one year from the date of issue.
(h) If the Company elects to rely upon Rule 462(b), the Company shall file a
Rule 462(b) Registration Statement with the Commission in compliance with Rule 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
12
announcement with positive implications of a possible upgrading, and no implication of a possible
downgrading, of such rating); (iii) any material suspension or material limitation of trading in
securities generally on the New York Stock Exchange, or any setting of minimum prices for trading
on such exchange; (iv) any suspension of trading of any securities of the Company on any exchange
or in the over-the-counter market, 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 Offered
Securities.
(d) The Underwriters shall have received an opinion, dated the Closing Date, of
Jeffery B. Erb, Vice President, 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
13
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 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 May 15, 2023, 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.
3, 4
(second sentence only), 5, 6 and 7; provided, however, that the Underwriters shall not be liable for any
14
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.
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.
15
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 Offered Securities purchased by it were resold exceeds the amount of any
damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within
the meaning of Section 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.
Default of Underwriters. If any Underwriter or Underwriters defaults in its or their
obligations to purchase the Offered Securities hereunder and the aggregate principal amount of the Offered
Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed
10% of the total principal amount of the Offered Securities the non-defaulting Underwriters may make
arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons,
including themselves, but if no such arrangements are made by the Closing Date, the non-defaulting
Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to
purchase such Offered Securities, that such defaulting Underwriter or Underwriters agreed but failed to
purchase. If any Underwriter or Underwriters so defaults and the aggregate principal amount of the Offered
Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount
of the Offered Securities and arrangements satisfactory to the non-defaulting Underwriters and the
Company for the purchase of such Offered Securities by other persons are not made within 36 hours after
such default, this Agreement will terminate without liability on the part of the non-defaulting Underwriters
or the Company, except as provided in Section 9. As used in this Agreement, the term “Underwriter”
includes any person substituted for an Underwriter under this Section. Nothing herein, including the
Company’s obligations pursuant to Section 9 hereof, will relieve a defaulting Underwriter from liability for
its default.
Survival of Certain Representations and Obligations. The respective indemnities,
agreements, representations, warranties and other statements of the Company or its officers and of the
several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect,
regardless of any investigation, or statement as to the results thereof, made by or on behalf of any
Underwriter, the Company or any of their respective representatives, officers or directors or any controlling
person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated
pursuant to Section 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not
consummated other than such default by an Underwriter, the Company shall remain responsible for the
expenses to be paid or reimbursed by it pursuant to Section 5 and the respective obligations of the Company
and the Underwriters pursuant to Section 7 shall remain in effect. If the purchase of the Offered Securities
16
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 accountable out-of-pocket
expenses (including fees and disbursements of counsel) actually 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 $200,000.
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.
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., 151 West 42nd
Street, New York, New York 10036, Attention: Legal Department, facsimile: [phone], (ii) PNC
Capital Markets LLC, 300 Fifth Avenue, 10th Floor, Pittsburgh, PA 15222, Attention: Debt Capital Markets,
Fixed Income Transaction Execution, facsimile: 412-762-2760; (iii) SMBC Nikko Securities America, Inc.,
277 Park Avenue, New York, New York 10172, Attention: Debt Capital Markets – Transaction
Management, e-mail: [e-mail]; (iv) TD Securities (USA) LLC, 1 Vanderbilt
Avenue, 11th Floor, New York, New York 10017, Attention: Transaction Advisory, e-mail:
[e-mail]; and (v) Wells Fargo Securities, LLC, 550 South Tryon Street,
5th Floor, Charlotte, North Carolina 28202, Attention: Transaction Management, e-mail:
[e-mail]; 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.
. Recognition of the U.S. Special Resolution Regimes.
17
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.
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).
Covered Entity” means any of the following:
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.
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.
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.
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. Any signature to this Agreement may be delivered by facsimile, electronic transmission (i.e., a
“pdf” or “tif”) or any electronic signature complying with the U.S. federal ESIGN Act of 2000 or the New
York Electronic Signature and Records Act or other applicable law (i.e., www.docusign.com) or other
transmission method and any signature so delivered shall be deemed to have been duly and validly delivered
and be valid and effective for all purposes to the fullest extent permitted by applicable law.
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.
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
18
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]
(Signature Page to 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:
PNC Capital Markets LLC
By: _____________________________
Name:
Title:
SMBC Nikko Securities America, Inc.
By: _____________________________
Name:
Title:
TD Securities (USA) LLC
By: _____________________________
Name:
Title:
Wells Fargo Securities, LLC
By: _____________________________
Name:
Title:
On behalf of themselves and as Representatives of the several Underwriters
Mark SpadacciniManaging Director
(Signature Page to 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:

PNC Capital Markets LLC

By: _____________________________
Name:
Title:

SMBC Nikko Securities America, Inc.

By: _____________________________
Name:
Title:

TD Securities (USA) LLC

By: _____________________________
Name:
Title:

Wells Fargo Securities, LLC

By: _____________________________
Name:
Title:

On behalf of themselves and as Representatives of the several Underwriters

Valerie ShadeckManaging Director
The foregoing Underwriting Agreement
is hereby confirmed and accepted
as of the date first above written.

BMO Capital Markets Corp.

By:
Name:
Title:

PNC Capital Markets LLC

By:
Name:
Title:

SMBC Nikko Securities America, Inc.

By:
Name: John Bolger
Title: Managing Director

TD Securities (USA) LLC

By:
Name:
Title:

Wells Fargo Securities, LLC

By:
Name:
Title:

On behalf of themselves and as Representatives of the several Underwriters

(Signature Page to Underwriting Agreement)
(Signature Page to 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:
PNC Capital Markets LLC
By: _____________________________
Name:
Title:
SMBC Nikko Securities America, Inc.
By: _____________________________
Name:
Title:
TD Securities (USA) LLC
By: _____________________________
Name:
Title:
Wells Fargo Securities, LLC
By: _____________________________
Name:
Title:
On behalf of themselves and as Representatives of the several Underwriters
_____________________________
(Signature Page to 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:

PNC Capital Markets LLC

By: _____________________________
Name:
Title:

SMBC Nikko Securities America, Inc.

By: _____________________________
Name:
Title:

TD Securities (USA) LLC

By: _____________________________
Name:
Title:

Wells Fargo Securities, LLC

By: _____________________________
Name:
Title:

On behalf of themselves and as Representatives of the several Underwriters

Carolyn HurleyManaging Director
SCHEDULE A
BMO Capital Markets Corp.$186,000,000
PNC Capital Markets LLC $186,000,000
SMBC Nikko Securities America, Inc.$186,000,000
TD Securities (USA) LLC $186,000,000
Wells Fargo Securities, LLC $186,000,000
BofA Securities, Inc.$90,000,000
Scotia Capital (USA) Inc.$18,000,000
nabSecurities, LLC $18,000,000
Barclays Capital Inc.$18,000,000
CIBC World Markets Corp.$18,000,000
KeyBanc Capital Markets Inc.$18,000,000
Truist Securities, Inc.$18,000,000
BNY Mellon Capital Markets, LLC $18,000,000
Mizuho Securities USA LLC $18,000,000
RBC Capital Markets, LLC $18,000,000
Siebert Williams Shank & Co., LLC $18,000,000
Total......................................................................$1,200,000,000
SCHEDULE B(i)
Issuer Free Writing Prospectuses
1. The final term sheet set forth in Schedule B(ii).
SCHEDULE B(ii)
Filed pursuant to Rule 433(d)
Registration No. 333-249044
Dated May 15, 2023
FINAL TERM SHEET
Issuer: PacifiCorp
Security Type: First Mortgage Bonds due 2054
Legal Format: SEC Registered
Principal Amount: $1,200,000,000 in aggregate principal amount
Coupon: 5.500%
Interest Payment Dates: Semi-annually on May 15 and November 15, commencing on November
15, 2023
Record Dates: May 1 and November 1
Trade Date: May 15, 2023
Settlement Date: May 17, 2023 (T+2)
Maturity: May 15, 2054
Treasury Benchmark: 3.625% due February 15, 2053
US Treasury Spot: 95-31+
US Treasury Yield: 3.853%
Spread to Treasury: +165 basis points
Re-offer Yield: 5.503%
Price to Public (Issue Price): 99.956% of principal amount
Expected Ratings*: A1 by Moody’s Investors Service, Inc.
A+ by S&P Global Ratings
Optional Redemption: Prior to November 15, 2053, Make Whole Call at T+25 basis points. On
or after November 15, 2053, 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.
*Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to
revision or withdrawal at any time.
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, PNC Capital Markets LLC at 855-881-0697, SMBC Nikko
Securities America, Inc. at 1-888-868-6856, TD Securities (USA) LLC at 1-855-495-9846, or Wells Fargo
Securities, LLC at 1-800-645-3751.
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; 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.
[●],
2023 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.

REPORT OF SECURITIES ISSUED
May 2023

PACIFICORP

Description of securities: $1,200,000,000 of PacifiCorp’s 5.500% Green First Mortgage
Bonds due 2054

Description Amount
1. Face value or principal amount $1,200,000,000
2. Plus premium or less discount (528,000)
3. Gross proceeds 1,199,472,000
4. Underwriter’s spread or commission(1) (9,000,000)
5. Securities and Exchange Commission registration fee (132,182)
6. State mortgage registration tax N/A
7. State commission fees and expenses N/A
8. Fee for recording indenture* (30,000)
9. United States document tax N/A
10. Printing and engraving expenses* (12,000)
11. Trustee’s charges* (13,000)
12. Counsel fees* (150,000)
13. Accountants’ fees* (78,000)
14. Cost of listing N/A
15. Miscellaneous expenses of issue*(2)
(Describe lar e items)
(1,614,818)
16. Total deductions* (11,030,000)
17. Net amount realized* $1,188,442,000
* 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) Includes estimated rating agency fees of $1,608,000 for the Bonds.