20240111Report of FMB.pdf

1407 W. North Temple, Suite 330
Salt Lake City, UT 84116

January 10, 2024

VIA ELECTRONIC FILING

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 (1) ISSUE AND SELL OR EXCHANGE NOT MORE THAN
$5,000,000,000 OF DEBT, AND (2) ENTER INTO CREDIT SUPPORT
ARRANGEMENTS

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 January 3, 2024 offering of
$3,800,000,000 aggregate principal amount of First Mortgage Bonds, (Bonds):

1. Prospectus Supplement dated January 3, 2024.

2. Underwriting Agreement between PacifiCorp JP Morgan Chase, PNC Capital Markets, CITI,
Barclays Capital, Mizuho Capital Markets and Wells Fargo Securities, dated January 3, 2024.

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-8 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
Thursday, January 11, 2024 8:52:12 AM
IDAHO PUBLIC
UTILITIES COMMISSION
Idaho Public Utilities Commission
January 10, 2024
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)
Tom Woodworth (PacifiCorp)
Chris Hall (Perkins Coie)

Prospectus Supplement dated January 3, 2024

PROSPECTUS SUPPLEMENT
(To prospectus dated September 13, 2023)
$500,000,000 First Mortgage Bonds 5.100% Series Due 2029
$700,000,000 First Mortgage Bonds 5.300% Series Due 2031
$1,100,000,000 First Mortgage Bonds 5.450% Series Due 2034
$1,500,000,000 First Mortgage Bonds 5.800% Series Due 2055
PacifiCorp is offering $500,000,000 aggregate principal amount of its 5.100% first mortgage bonds due 2029 (the
“2029 bonds”), $700,000,000 aggregate principal amount of its 5.300% first mortgage bonds due 2031 (the “2031 bonds”),
$1,100,000,000 aggregate principal amount of its 5.450% first mortgage bonds due 2034 (the “2034 bonds”), and $1,500,000,000
aggregate principal amount of its 5.800% first mortgage bonds due 2055 (the “2055 bonds” and, together with the 2029 bonds,
the 2031 bonds, and the 2034 bonds, the “bonds”).
We will pay interest semi-annually on February 15 and August 15 of each year, beginning on August 15, 2024, for each of
the 2029 bonds, the 2031 bonds and the 2034 bonds. We will pay interest semi-annually on January 15 and July 15 of each year,
beginning on July 15, 2024, for the 2055 bonds.
We may redeem some or all of each series of the bonds at any time before maturity at the applicable redemption prices
described under the caption “Description of the Bonds — Optional Redemption.”
We will not apply for listing of any series of the bonds on any securities exchange or include them in any automated dealer
quotation system. Currently, there is no public market for any series of the bonds.
Investing in the bonds involves risks. See “Risk Factors” on page S-6 for information on certain matters you should consider
before purchasing the bonds.
Public Offering
Price(1)
Underwriting
Discount(2)
Proceeds to
PacifiCorp (Before
Expenses)
Per 2029 Bond . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .99.969% 0.400% 99.569%
2029 Bonds Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $499,845,000 $ 2,000,000 $ 497,845,000
Per 2031 Bond . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .99.827% 0.450% 99.377%
2031 Bonds Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $698,789,000 $ 3,150,000 $ 695,639,000
Per 2034 Bond . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .99.821% 0.600% 99.221%
2031 Bonds Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .$1,098,031,000 $ 6,600,000 $1,091,431,000
Per 2055 Bond . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .99.399% 0.800% 98.599%
2055 Bonds Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .$1,490,985,000 $12,000,000 $1,478,985,000
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .$3,787,650,000 $23,750,000 $3,763,900,000
(1)Plus accrued interest, if any, from January 5, 2024.
(2)The Underwriters have agreed to make a payment to us in an amount equal to $3,575,000 in respect of expenses incurred
by us in connection with the offering. See “Underwriting.”
The underwriters expect to deliver each series of the bonds to purchasers in book-entry form only through The Depository
Trust Company on or about January 5, 2024.
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
Barclays Citigroup J.P. Morgan Mizuho
PNC Capital Markets LLC Wells Fargo Securities
The date of this prospectus supplement is January 3, 2024.
TABLE OF CONTENTS
Page
Prospectus Supplement
About This Prospectus Supplement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-2
Prospectus Supplement Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-3
PacifiCorp . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-3
The Offering . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-4
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-6
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-8
Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-9
Description of the Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .S-10
Certain U.S. Federal Income Tax Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .S-13
Benefit Plan Investor Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .S-17
Underwriting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .S-18
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .S-23
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .S-23
Incorporation By Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .S-23
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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Where You Can Find More Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Incorporation by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
S-1
ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is the prospectus supplement, which describes the specific
terms of each series of the bonds we are offering and certain other matters relating to us and our financial
condition. The second part, the accompanying prospectus, gives more general information about securities we
may offer from time to time, some of which does not apply to the bonds we are offering. You should read
both this prospectus supplement and the accompanying prospectus, together with the documents incorporated
by reference, any related freewriting prospectus issued by us and the additional information described in
the accompanying prospectus under the heading “Where You Can Find More Information.” 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.
S-2
PROSPECTUS SUPPLEMENT SUMMARY
In this prospectus supplement, unless otherwise indicated or unless the context otherwise requires, the
words “Company,” “we,” “our,” “us” and “PacifiCorp” refer to PacifiCorp, an Oregon corporation, and its
subsidiaries. References to the “Mortgage” are to the Mortgage and Deed of Trust, dated as of January 9, 1989,
as amended and supplemented, with The Bank of New York Mellon Trust Company, N.A., as successor
trustee.
The following summary contains basic information about PacifiCorp and this offering. It may not contain
all of the information that is important to you. The “Description of the Bonds” section of this prospectus
supplement contains more detailed information regarding the terms and conditions of the bonds. The following
summary is qualified in its entirety by reference to the detailed information appearing elsewhere in this prospectus
supplement, the accompanying prospectus and by the documents incorporated by reference into this prospectus
supplement.
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.
S-3
THE OFFERING
Issuer . . . . . . . . . . . . . . . . . . . PacifiCorp.
Bonds Offered . . . . . . . . . . . . .$500,000,000 aggregate principal amount of 5.100% First Mortgage
Bonds due 2029 (the “2029 bonds”).
$700,000,000 aggregate principal amount of 5.300% First Mortgage
Bonds due 2031 (the “2031 bonds”).
$1,100,000,000 aggregate principal amount of 5.450% First
Mortgage Bonds due 2034 (the “2034 bonds”).
$1,500,000,000 aggregate principal amount of 5.800% First
Mortgage Bonds due 2055 (the “2055 bonds”).
Indenture . . . . . . . . . . . . . . . . The bonds will be issued pursuant to a Supplemental Indenture to
the Mortgage.
Maturity Date . . . . . . . . . . . . . The 2029 bonds will mature on February 15, 2029.
The 2031 bonds will mature on February 15, 2031.
The 2034 bonds will mature on February 15, 2034.
The 2055 bonds will mature on January 15, 2055.
Interest Payment Dates . . . . . . . We will pay interest semi-annually on February 15 and August 15
each year, beginning on August 15, 2024, for each of the 2029 bonds,
the 2031 bonds and the 2034 bonds. We will pay interest
semi-annually on January 15 and July 15 of each year, beginning on
July 15, 2024, for the 2055 bonds.
Optional Redemption . . . . . . . .Prior to (i) in the case of the 2029 bonds, January 15, 2029 (one
month prior to the maturity date of the 2029 bonds), (ii) in the case
of the 2031 bonds, December 15, 2030 (two months prior to the
maturity date of the 2031 bonds), (iii) in the case of the 2034 bonds,
November 15, 2033 (three months prior to the maturity date of
the 2034 bonds), and (iv) in the case of the 2055 bonds, July 15, 2054
(six months prior to the maturity date of the 2055 bonds) (the
applicable date with respect to the 2029 bonds, the 2031 bonds, the
2034 bonds, and the 2055 bonds, each a “par call date”), we may
redeem the applicable series of bonds at our option, in whole or in
part, at any time and from time to time, at the applicable redemption
price described under “Description of the Bonds — Optional
Redemption,” plus accrued and unpaid interest, if any, on such
bonds to the date of redemption.
On or after the applicable par call date, we may redeem the bonds of
such series, 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
S-4
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.
Use of Proceeds . . . . . . . . . . . . We expect to receive net proceeds from this offering of approximately
$3,764 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 intend to use the net proceeds from the sale of the bonds to
fund capital expenditures and for general corporate purposes 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 each series of the bonds offered hereby will be made
against payment therefor on or about January 5, 2024.
S-5
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 subsequent Quarterly Reports on Form 10-Q (the
“Form 10-Qs”), 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-23 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.
Our liability from damage claims against us for wildfires are inherently uncertain and may materially affect
our financial condition and results of operations, which may cause our credit ratings and the market value of the
bonds to decline.
In September 2020, a severe weather event resulting in high winds, low humidity and warm temperatures
contributed to several major wildfires, private and public property damages, personal injuries and loss of life
and widespread power outages in Oregon and Northern California (the “2020 Wildfires”). The 2020
Wildfires spread across certain parts of our service territory and surrounding areas across multiple counties
in Oregon and California, including Siskiyou County, California; Jackson County, Oregon; Douglas
County, Oregon; Marion County, Oregon; Lincoln County, Oregon; Josephine County, Oregon; and
Klamath County, Oregon, burning over 500,000 acres in aggregate. Third-party reports for these wildfires
indicate over 2,000 structures destroyed, including residences; several structures damaged; multiple individuals
injured; and several fatalities.
Additionally, according to the California Department of Forestry and Fire Protection, on July 29,
2022, wildfires began in the Oak Knoll Ranger District of the Klamath National Forest in Siskiyou County,
California located in PacifiCorp’s service territory (the “2022 McKinney Fire” and together with the
“2020 Wildfires,” the “Wildfires”). Third-party reports indicate that the 2022 McKinney Fire resulted in
11 structures damaged, 185 structures destroyed, 12 injuries and four fatalities and consumed 60,000 acres.
The cause of the 2022 McKinney Fire is undetermined and remains under investigation by the U.S. Forest
Service, the California Public Utilities Commission, PacifiCorp and various experts engaged by PacifiCorp.
Numerous lawsuits and complaints have been filed in Oregon and California associated with the
Wildfires and governmental agencies are seeking recovery of Wildfire-related costs. We may become subject
to additional lawsuits, complaints and demands (collectively, “actions”) related to the Wildfires.
The amount of damages originally specified in the actions filed in Oregon and in certain demands
made in California in connection with the 2020 Wildfires totaled nearly $8 billion, excluding any doubling
or trebling of damages included in the complaints. For class actions, the total includes amounts based on the
plaintiff’s estimate of the potential class size contained in the action. The class size may be significantly
greater than the plaintiff’s estimate. Generally, the actions filed in California did not specify damages sought
and were excluded from the amount. The specific amounts specified in the original filed actions do not
limit the amount of damages that ultimately may be awarded in a court proceeding, and therefore our liability
for damages could be greater than the original amounts specified and our estimated losses. For example,
plaintiffs frequently are permitted to amend their complaints, in addition to the potential damages multipliers.
The jury in an initial June 2023 trial related to the 2020 Wildfires (captioned Jeanyne
James et al. v. PacifiCorp et al,in Multnomah County Circuit Court, Oregon, and referred to by us as
“James”) issued a verdict finding PacifiCorp liable to the 17 individual plaintiffs and making certain findings
as to the class with respect to four wildfires. The jury awarded the 17 named plaintiffs $90 million of
damages, including $4 million of economic and property damages, $68 million of noneconomic damages
and $18 million of punitive damages based on a 0.25 multiplier of the economic and noneconomic damages.
While we disagree with and will appeal the court’s granting of class certification (among other matters),
the potential class size, if class certification is not overturned on appeal, could be significant and our liability
for damages may be substantially higher than our current estimated losses.
S-6
We expect a number of additional trials related to the Wildfires to continue into the foreseeable future,
with certain James class members and certain commercial timber plaintiffs to present evidence regarding
their damages at trials scheduled to commence in January 2024. The results of these trials could increase our
estimate of the Wildfire liabilities. The results of any specific trial or court finding may not be indicative of
other results or our Wildfire liability as a whole. Damages with respect to certain plaintiffs may be significantly
higher or lower than with respect to other plaintiffs. In addition, because we intend to appeal adverse
decisions, starting with the James decisions, it is possible that a final determination of our liability and
damages could take several years.
We have settled with 463 individual claimants associated with the Archie Creek, French Creek, Susan
Creek and Smith Springs Road fires (collectively, the “Archie Creek Complex Fire”) for a total settlement
amount of $299 million, and with 10 companies with commercial timber interests associated with the Archie
Creek Complex Fire for a total settlement amount of $250 million. These settlements resolve substantially
all of the Archie Creek Complex Fire claims filed by individual plaintiffs and all of the claims filed by
commercial timber plaintiffs. While we continue to mediate and discuss settlements with other Wildfire
claimants, we cannot be certain that we could enter additional settlements on terms we find reasonable, if at
all.
More than a dozen lawsuits have been filed in California on behalf of plaintiffs related to the 2022
McKinney Fire, with plaintiffs seeking damages for economic losses, noneconomic losses (including mental
suffering, emotional distress, personal injury and loss of life), punitive damages, other damages and
attorneys’ fees, but the plaintiffs have not specified the amount of damages. We have accrued for potential
losses related to the 2022 McKinney Fire based on available information; however, the completion of
comprehensive investigations, litigation and similar processes are ongoing.
The estimated losses and associated accruals we disclose in our financial statements are based on our
estimates and the facts and circumstances available to us as of the date of determination and using applicable
accounting standards. However, the final determinations of liability will only be made following the
completion of comprehensive investigations, litigation and similar processes. It is reasonably possible that
we will incur material additional losses beyond the amounts we accrued for the Wildfires that could have a
material adverse effect on PacifiCorp’s financial condition. PacifiCorp is currently unable to reasonably
estimate a specific range of possible additional losses that could be incurred due to the number of properties
and parties involved, including the uncertain number of claimants in the class to the James case, the variation
in the types of properties and damages, and the ultimate outcome of legal actions.
The information above only highlights a portion of the material and important information related to
the Wildfires. For additional and more detailed information on the Wildfires, please read the following
sections of our Form 10-Q for the quarter ended September 30, 2023, which is incorporated into and is
therefore made part of this prospectus: Part II, Item 1. Legal Proceedings, BHE’s Note 11 of Notes to
Consolidated Financial Statements in Part I, Item 1 and PacifiCorp’s Note 9 of Notes to Consolidated
Financial Statements in Part I, Item 1.
S-7
USE OF PROCEEDS
We expect to receive net proceeds from this offering of approximately $3,764 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 intend to use the net proceeds from the sale of the
bonds to fund capital expenditures and for general corporate purposes. We will initially use a portion of the
net proceeds to repay short-term debt. As of December 31, 2023, we had approximately $1,606 million of
total short-term debt outstanding maturing or initially due in January 2024, with a weighted average interest
rate of 6.152%. Proceeds from the short-term debt were used for capital expenditures, payment of Archie
Creek Complex Fire settlements and other working capital matters.
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CAPITALIZATION
The table below shows our capitalization on a consolidated basis as of September 30, 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 September 30, 2023
Actual As Adjusted
Amounts
(in millions) %
Amounts
(in millions) %
Short-term debt(1). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 165 0.8% $ — 0.0%
Current portion of long-term debt . . . . . . . . . . . . . . . . . . . . . . . 473 2.3 473 2.0
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9,984 48.9 13,784 57.3
Total short- and long-term debt . . . . . . . . . . . . . . . . . . . . . . .10,622 52.0 14,257 59.3
Preferred stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 0.0 2 0.0
Total common equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9,773 48.0 9,773 40.7
Total capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .$20,397 100.0% $24,032 100.0%
(1)As of December 31, 2023, short-term debt was $1,606 million.
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DESCRIPTION OF THE BONDS
Each series of the bonds will be issued pursuant to a thirty-fifth supplemental indenture to the Mortgage
(the “Supplemental Indenture”). The terms of each series of the bonds include those stated in the Mortgage,
the Supplemental Indenture and those made part of the Mortgage by reference to the U.S. Trust Indenture Act
of 1939, as amended.
Set forth below is a description of the specific terms of each series of the bonds. The following description
is not complete in every detail and is subject to, and is qualified in its entirety by reference to, the Mortgage and
the Supplemental Indenture. Capitalized terms used in this “Description of the Bonds” section that are not
defined in this prospectus supplement have the meanings given to them in the Mortgage or the Supplemental
Indenture.
General
Each series of the bonds will be issued as a series of First Mortgage Bonds under the Mortgage. The
2029 bonds will initially be in aggregate principal amount of $500,000,000, the 2031 bonds will initially be
in aggregate principal amount of $700,000,000, the 2034 bonds will initially be in aggregate principal amount
of $1,100,000,000, and the 2055 bonds will initially be in aggregate principal amount of $1,500,000,000.
The entire principal amount of the 2029 bonds will mature and become due and payable, together with any
accrued and unpaid interest thereon, on February 15, 2029. The entire principal amount of the 2031 bonds
will mature and become due and payable, together with any accrued and unpaid interest thereon, on
February 15, 2031. The entire principal amount of the 2034 bonds will mature and become due and payable,
together with any accrued and unpaid interest thereon, on February 15, 2034. The entire principal amount
of the 2055 bonds will mature and become due and payable, together with any accrued and unpaid interest
thereon, on January 15, 2055. The bonds are not subject to any sinking fund provision. Each series of the
bonds is available for purchase in minimum denominations of $2,000 and any integral multiple of $1,000 in
excess thereof.
Interest
Each 2029 bond will bear interest at the rate of 5.100% per annum from the date of original issuance.
Each 2031 bond will bear interest at the rate of 5.300% per annum from the date of original issuance. Each
2034 bond will bear interest at the rate of 5.450% per annum from the date of original issuance. Each 2055
bond will bear interest at the rate of 5.800% per annum from the date of original issuance.
Interest on each of the 2029 bonds, the 2031 bonds and the 2034 bonds will be payable semi-annually
in arrears on February 15 and August 15 of each year and interest on the 2055 bonds will be payable
semi-annually in arrears on January 15 and July 15 of each year (each, an “Interest Payment Date”). The
initial Interest Payment Date for each of the 2029 bonds, the 2031 bonds and the 2034 bonds is August 15,
2024 and the initial Interest Payment Date for the 2055 bonds is July 15, 2024.
The amount of interest payable on each series of the bonds will be computed on the basis of a 360-day
year consisting of twelve 30-day months. If any date on which interest is payable on the bonds is not a business
day, then payment of the interest payable on that date will be made on the next succeeding day which is a
business day (and without any additional interest or other payment in respect of any delay), with the same
force and effect as if made on such date.
So long as the bonds remain in book-entry form only, the record date for each Interest Payment Date
will be the close of business on the business day before the applicable Interest Payment Date. If the bonds
are not all in book-entry form, the record date for each Interest Payment Date will be the close of business on
the 1st calendar day of the month in which the applicable Interest Payment Date occurs (whether or not a
business day).
Ranking and Security
Each series of the bonds will be issued under the Mortgage and secured by a first mortgage lien on
certain utility property owned from time to time by the Company. The lien of the Mortgage is subject to
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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 applicable series of the
previously issued bonds, the additional bonds will have a separate CUSIP number.
Optional Redemption
Prior to (i) in the case of the 2029 bonds, January 15, 2029 (one month prior to the maturity date of
the 2029 bonds), (ii) in the case of the 2031 bonds, December 15, 2030 (two months prior to the maturity
date of the 2031 bonds), (iii) in the case of the 2034 bonds, November 15, 2033 (three months prior to the
maturity date of the 2034 bonds), and (iv) in the case of the 2055 bonds, July 15, 2054 (six months prior to the
maturity date of the 2055 bonds) (the applicable date with respect to the 2029 bonds, the 2031 bonds, the
2034 bonds, and the 2055 bonds, each a “Par Call Date”), we may redeem the applicable series of 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 applicable series of bonds matured on the
Par Call Date for such series) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-
day months) at the Treasury Rate plus (i) 20 basis points in the case of the 2029 bonds, (ii) 25 basis
points in the case of the 2031 bonds, (iii) 25 basis points in the case of the 2034 bonds, or (iv) 30 basis
points in the case of the 2055 bonds, less (b) interest accrued to the date of redemption, and
• 100% of the principal amount of the bonds of such series to be redeemed,
plus, in either case, accrued and unpaid interest thereon to the redemption date.
On or after the applicable Par Call Date, we may redeem the bonds of such series, 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 for each series of the bonds, the yield
applicable to such series of the bonds determined by us in accordance with the following two paragraphs.
The Treasury Rate applicable to each series of the bonds 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 relevant
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
relevant redemption date to the applicable 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 applicable 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
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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 relevant redemption date.
If on the third business day preceding the relevant redemption date H.15 TCM is no longer published,
we shall calculate the applicable 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 applicable
Par Call Date, as applicable. If there is no U.S. Treasury security maturing on the applicable Par Call Date
but there are two or more U.S. Treasury securities with a maturity date equally distant from the applicable Par
Call Date, one with a maturity date preceding the applicable Par Call Date and one with a maturity date
following the applicable Par Call Date, we shall select the U.S. Treasury security with a maturity date
preceding the applicable Par Call Date. If there are two or more U.S. Treasury securities maturing on the
applicable 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 applicable 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.
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 each series of 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
bonds to 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 interest
made to such Non-U.S. Holder generally will be subject to the 30% U.S. federal withholding tax, unless such
Non-U.S. Holder provides us or our paying agent with a properly executed (1) IRS Form W-8BEN or
W-8BEN-E (or other applicable form) claiming an exemption from or reduction in withholding under the
benefit of an applicable income tax treaty or (2) IRS Form W-8ECI (or other applicable form) stating that
interest paid on the bonds is not subject to withholding tax because it is effectively connected with such
Non-U.S. Holder’s conduct of a trade or business in the U.S. If interest on the bonds is effectively connected
with the conduct by a Non-U.S. Holder of a trade or business within the U.S. (and, if an applicable income tax
treaty applies, is attributable to a U.S. permanent establishment or fixed base maintained by the Non-U.S.
Holder), such interest generally will be subject to U.S. federal income tax on a net income basis at the rate
applicable to U.S. persons (and, in the case of Non-U.S. Holders that are corporations, may also be subject to
a 30% branch profits tax, unless such rate is reduced by an applicable income tax treaty).
Sale, Exchange, Redemption or Other Taxable Disposition of Bonds
Subject to the discussions of FATCA and backup withholding below, and except with respect to
accrued but unpaid interest (which may be subject to tax as described above under the heading “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 and/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/or 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 and/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).
S-17
UNDERWRITING
Barclays Capital Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Mizuho Securities
USA LLC, PNC Capital Markets LLC and Wells Fargo Securities, LLC are acting as our joint book-
running managers for this offering and as representatives for the underwriters named below. Subject to certain
terms and conditions in the underwriting agreement dated the date of this prospectus supplement, each
underwriter has severally agreed to purchase, and we have agreed to sell to each underwriter, the principal
amount of bonds indicated in the following table:
Underwriters
Principal
Amount of
2029 Bonds
Principal
Amount of
2031 Bonds
Principal
Amount of
2034 Bonds
Principal
Amount of
2055 Bonds
Barclays Capital Inc.. . . . . . . . . . . . . $83,334,000 $116,666,000 $ 183,333,000 $ 250,000,000
Citigroup Global Markets Inc.. . . . . . .83,334,000 116,666,000 183,333,000 250,000,000
J.P. Morgan Securities LLC . . . . . . . . .83,333,000 116,667,000 183,334,000 250,000,000
Mizuho Securities USA LLC . . . . . . . .83,333,000 116,667,000 183,334,000 250,000,000
PNC Capital Markets LLC . . . . . . . . .83,333,000 116,667,000 183,333,000 250,000,000
Wells Fargo Securities, LLC . . . . . . . .83,333,000 116,667,000 183,333,000 250,000,000
Total . . . . . . . . . . . . . . . . . . . . . . . .$500,000,000 $700,000,000 $1,100,000,000 $1,500,000,000
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 each series of the bonds directly to the public at the respective public
offering prices set forth on the cover page of this prospectus supplement. The underwriters may offer the
bonds to selected dealers at the applicable public offering price less a concession not to exceed (i) 0.25% of
the principal amount of the 2029 bonds, (ii) 0.30% of the principal amount of the 2031 bonds, (iii) 0.35% of
the principal amount of the 2034 bonds, and (iv) 0.50% of the principal amount of the 2055 bonds. In
addition, the underwriters may allow, and those selected dealers may reallow, a concession not to exceed
(i) 0.15% of the principal amount of the 2029 bonds, (ii) 0.15% of the principal amount of the 2031 bonds,
(iii) 0.25% of the principal amount of the 2034 bonds, and (iv) 0.30% of the principal amount of the 2055
bonds to certain other dealers. After the initial offering of the bonds to the public, the respective public
offering prices and concessions may be changed.
Each series of the bonds is a new issue of securities with no established trading market. We have been
advised by the underwriters that the underwriters intend to make a market in the bonds but are not obligated
to do so and may discontinue market making at any time without notice. No assurance can be given as to
the liquidity of any trading market for the bonds.
In connection with this offering, the underwriters may purchase and sell each series of the bonds in the
open market. These transactions may include short sales, stabilizing transactions and purchases to cover
positions created by short sales. Short sales involve the sale by the underwriters of a greater number of bonds
than they are required to purchase in the offering. Stabilizing transactions consist of certain bids or
purchases made for the purpose of preventing or slowing a decline in the market price of the bonds while
the offering is in progress.
The underwriters may also impose a penalty bid. This occurs when a particular underwriter repays to
another underwriter a portion of the underwriting discount received by it because the other underwriter has
repurchased bonds sold by or for the account of such underwriter in stabilizing or short covering
transactions.
These activities by the underwriters, as well as other purchases by the underwriters for their own
accounts, may stabilize, maintain or otherwise affect the market price of each series of the bonds. As a
result, the price of the bonds may be higher than the price that otherwise would exist in the open market. If
these activities are commenced, they may be discontinued by the underwriters at any time. These
transactions may be effected in the over-the-counter market or otherwise.
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We estimate that our total offering expenses, not including the underwriting discounts, will be
approximately $5,532,000. This estimate includes expenses relating to printing, rating agency fees, trustee’s
fees and legal fees, among other expenses. The underwriters have agreed to make a payment to us in an amount
equal to $3,575,000 million in respect of expenses incurred by us in connection with the offering.
Affiliations
The underwriters and their respective affiliates are full service financial institutions engaged in various
activities, which may include securities trading, commercial and investment banking, financial advisory,
investment management, investment research, principal investment, hedging, financing and brokerage
activities.
In the ordinary course of their various business activities, the underwriters and their respective
affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or
related derivative securities) and financial instruments (including bank loans) for their own account and for
the accounts of their customers, and such investment and securities activities may involve our or our
affiliates’ securities and instruments. Certain of the underwriters or their affiliates that have a lending
relationship with us routinely hedge, and certain other of those underwriters or their affiliates may hedge,
their credit exposure to us consistent with their customary risk management policies. Typically, such
underwriters and their affiliates would hedge such exposure by entering into transactions which consist of
either the purchase of credit default swaps or the creation of short positions in our securities, including
potentially the bonds offered hereby. Any such credit default swaps or short positions could adversely affect
future trading prices of the bonds. The underwriters and their respective affiliates may also make investment
recommendations or publish or express independent research views in respect of such securities or instruments
and may at any time hold, or recommend to clients that they acquire, long or short positions in such
securities and instruments.
Certain of the underwriters and their affiliates have performed commercial banking, investment
banking, corporate trust and advisory services for us from time to time for which they have received
customary fees and expenses. For example, affiliates of several of the underwriters act as agents and as
lenders under our credit facilities, which we may repay from time to time with proceeds of the offering and
for which they receive customary fees and expenses. The underwriters may, from time to time, engage in
transactions with and perform services for us or our affiliates in the ordinary course of their business.
We have agreed to indemnify each of the underwriters against certain liabilities, including liabilities
under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or to contribute to payments the
underwriters may be required to make because of those liabilities.
Selling Restrictions
European Economic Area
The bonds are not intended to be offered, sold or otherwise made available to and should not be
offered, sold or otherwise made available to any retail investor in a member state of the European Economic
Area (“EEA”). For these purposes, (a) a retail investor means a person who is one (or more) of: (i) a retail
client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); (ii) a
customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a
“professional client” as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a “qualified investor”
as defined in Regulation (EU) 2017/1129 (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 EEA has been prepared and therefore offering or selling the bonds or otherwise
making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
This prospectus supplement and the accompanying prospectus have been prepared on the basis that
any offer of bonds in any member state of the European Economic Area will be made pursuant to an
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exemption under the Prospectus Regulation from the requirement to publish a prospectus for offers of the
bonds. This prospectus supplement and the accompanying prospectus are not a prospectus for the purposes
of the Prospectus Regulation.
Canada
The bonds may be sold only to purchasers purchasing, or deemed to be purchasing, as principal
that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or
subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National
Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any
resale of the bonds must be made in accordance with an exemption from, or in a transaction not subject to,
the prospectus requirements of applicable securities laws.
Securities legislation in certain provinces or territories of Canada may provide a purchaser with
remedies for rescission or damages if this prospectus supplement (including any amendment thereto)
contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the
purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory.
The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s
province or territory for particulars of these rights or consult with a legal advisor.
Pursuant to Section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the
underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter
conflicts of interest in connection with this offering.
United Kingdom
The bonds are not intended to be offered, sold or otherwise made available to and should not be
offered, sold or otherwise made available to any retail investor in the United Kingdom (the “U.K.”). For
these purposes, a retail investor means a person who is one (or more) of the following: (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; 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 “U.K. 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 U.K. will be made pursuant to an exemption under
the U.K. 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 U.K. Prospectus Regulation or the
FSMA.
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 section 21 of the FSMA) in connection with the issue or sale of any securities 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.
S-20
Switzerland
This prospectus supplement is not intended to constitute an offer or solicitation to purchase or invest
in the 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.
Taiwan
The bonds may be made available for purchase outside Taiwan by investors residing in Taiwan (either
directly or through properly licensed Taiwan intermediaries acting on behalf of such investors) but may not
be offered or sold in Taiwan.
Hong Kong
The bonds may not be offered or sold in Hong Kong by means of any document other than (i) in
circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance
(Cap. 32, Laws of Hong Kong), or (ii) to “professional investors” within the meaning of the Securities and
Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other
circumstances which do not result in the document being a “prospectus” within the meaning of the
Companies Ordinance (Cap. 32, Laws of Hong Kong) and no advertisement, invitation or document relating
to the bonds may be issued or may be in the possession of any person for the purpose of issue (in each
case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be
accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong)
other than with respect to bonds which are or are intended to be disposed of only to persons outside Hong
Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance
(Cap. 571, Laws of Hong Kong) and any rules made thereunder.
Japan
The bonds have not been and will not be registered pursuant to Article 4, Paragraph 1 of the Financial
Instruments 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
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 of
Singapore. Accordingly, this prospectus supplement and any other document or material in connection with
the offer or sale, or invitation for subscription or purchase, of the bonds may not be circulated or distributed,
nor may the bonds be offered or sold, or be made the subject of an invitation for subscription or purchase,
whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under
Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person
pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the
conditions specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the
conditions of, any other applicable provision of the SFA, in each case subject to compliance with conditions
set forth in the SFA.
S-21
Where the bonds are subscribed or purchased under Section 275 of the SFA by a relevant person which
is:
• a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole
business of which is to hold investments and the entire share capital of which is owned by one or more
individuals, each of whom is an accredited investor; or
• a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments
and each beneficiary of the trust is an individual who is an accredited investor, shares, debentures
and units of shares and debentures of that corporation or the beneficiaries’ rights and interest
(howsoever described) in that trust shall not be transferred within six months after that corporation
or that trust has acquired the bonds pursuant to an offer made under Section 275 of the SFA except:
• to an institutional investor (for corporations, under Section 274 of the SFA) or to a relevant
person defined in Section 275(2) of the SFA, or to any person pursuant to an offer that is made
on terms that such shares, debentures and units of shares and debentures of that corporation
or such rights and interest in that trust are acquired at a consideration of not less than S$200,000
(or its equivalent in a foreign currency) for each transaction, whether such amount is to be
paid for in cash or by exchange of securities or other assets, and further for corporations, in
accordance with the conditions specified in Section 275 of the SFA;
• where no consideration is or will be given for the transfer; or
• where the transfer is by operation of law.
Singapore Securities and Futures Act Product Classification
Solely for the purposes of its obligations pursuant to sections 309B(1)(a) and 309B(1)(c) of the SFA,
the Company has determined, and hereby notifies all relevant persons (as defined in Section 309A of the
SFA) that the bonds are “prescribed capital markets products” (as defined in the Securities and Futures
(Capital Markets Products) Regulations 2018) and Excluded Investment Products (as defined in MAS Notice
SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on
Recommendations on Investment Products).
United Arab Emirates
The bonds have not been, and are not being, publicly offered, sold, promoted or advertised in the
United Arab Emirates (including the Abu Dhabi Global Market and the Dubai International Financial
Centre) other than in compliance with the laws, regulations and rules of the United Arab Emirates, the Abu
Dhabi Global Market and the Dubai International Financial Centre governing the issue, offering and sale
of securities. Further, this prospectus supplement does not constitute a public offer of securities in the United
Arab Emirates (including the Abu Dhabi Global Market and the Dubai International Financial Centre)
and is not intended to be a public offer. This prospectus supplement has not been approved by or filed with
the Central Bank of the United Arab Emirates, the Securities and Commodities Authority, the Financial
Services Regulatory Authority or the Dubai Financial Services Authority.
S-22
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 financial statements of PacifiCorp as of December 31, 2022 and 2021, and for each of the
three years in the period ended December 31, 2022, incorporated by reference in this prospectus supplement
by reference to 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. Such financial statements are incorporated by reference in reliance upon the report of such firm
given their authority as experts in accounting and auditing.
With respect to the unaudited interim financial information for the periods ended March 31, 2023 and
2022, June 30, 2023 and 2022, and September 30, 2023 and 2022 which is incorporated by reference herein,
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, 2023, June 30, 2023, and September 30, 2023 and incorporated
by reference herein, they did not audit, and they do not express an opinion on that interim 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 is not subject to the
liability provisions of Section 11 of the Securities Act for their reports on the unaudited interim 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.
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;
• our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2023, June 30, 2023
and September 30, 2023; and
• our Current Reports on Form 8-K filed with the SEC on May 17, 2023, June 16, 2023, December 5,
2023, December 18, 2023 and December 27, 2023.
S-23
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]
S-24
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 13, 2023.
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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
WHERE YOU CAN FIND MORE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
INCORPORATION BY REFERENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
i
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.
1
THE COMPANY
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 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 tothe 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 offices
are located at 825 N.E. Multnomah Street, Portland, Oregon 97232, our telephone number is [phone]
and our internet address is http://www.pacificorp.com. We deliver electricity to customers in Utah, Wyoming
and Idaho under the trade name Rocky Mountain Power and to customers in Oregon, Washington and
California under the trade name Pacific Power.
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 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 (as defined
below under “Description of Bonds”), which will secure any bonds we may offer along with other bonds
issued under the Mortgage. The Mortgage does not limit the maximum amount of other bonds we may issue
under the Mortgage. The value of the collateral in the event of a liquidation or foreclosure will depend on
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market and economic conditions, the availability of buyers, the timing of the sale of the collateral and other
factors. We cannot assure you that the proceeds from a sale of all of the collateral would be sufficient to
satisfy the amounts outstanding under 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
will develop.
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 the
issuance and sale of the bonds will initially become part of our general funds and will be used for capital
expenditures or utility asset purchases, to repay all or a portion of our short- or long-term borrowings and
for 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 as
of January 9, 1989, as amended and supplemented (the “Mortgage”), with The Bank of New York Mellon
Trust Company, N.A. (as successor trustee to JPMorgan Chase Bank, N.A.) (the “Mortgage Trustee”). The
following summary is subject to the provisions of and is qualified by reference to the Mortgage, a copy of
which is incorporated by reference as an exhibit to this Registration Statement. Whenever particular provisions
or defined terms in the Mortgage are referred to in the following summary, those provisions or defined
terms are found in the Mortgage. Section and Article references used below are references to provisions of
the Mortgage unless we otherwise note. When we refer to “bonds,” we refer to all first mortgage bonds issued
under the Mortgage, including any bonds that may be offered pursuant to this prospectus.
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 10 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 coal-fueled generation 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 2.01 of the
Thirty-Fourth 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 may
be issued from time to time on the basis of:
(1) 70% of the cost or fair value of qualified Property Additions after certain adjustments, as
determined in accordance with the terms of the Mortgage;
(2) Class “A” Bonds (which need not bear interest) issued under a Class “A” Mortgage delivered
to the Mortgage Trustee;
(3) retirement of bonds or certain prior lien bonds; and/or
(4) deposits of cash.
With certain exceptions in the case of clauses (2) and (3) above, the issuance of bonds is subject to our
Adjusted Net Earnings for 12 consecutive months out of the preceding 15 months, before interest expense
and income taxes, being at least twice the Annual Interest Requirements on all outstanding bonds issued
under the Mortgage, all outstanding Class “A” Bonds not held by the Mortgage Trustee, all other
indebtedness secured by a lien prior to the lien of the Mortgage and all bonds then applied for in pending
bond issuance applications under the Mortgage. In general, interest on variable interest bonds, if any, is
calculated using the rate then in effect. (Section 1.07 and Articles IV through VII)
Property Additions generally include 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:
(1) the release of that property from a Qualified Lien;
(2) the deposit of cash, outstanding bonds or, to a limited extent, purchase money mortgages;
(3) Property Additions, after making adjustments for certain prior lien bonds outstanding against
Property Additions; and/or
(4) a waiver of the right to issue bonds on the basis of 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, Consolidation, Conveyance, Transfer or Lease
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
5
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)
Defaults and Notice Thereof
“Defaults” are defined in the Mortgage as:
(1) default in payment of principal;
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(2) default for 60 days in payment of interest or an installment of any fund required to be
applied to the purchase or redemption of any bonds;
(3) default in payment of principal or interest with respect to certain prior lien bonds beyond
any grace period;
(4) certain events in bankruptcy, insolvency or reorganization;
(5) default in other covenants for 90 days after notice; or
(6) the existence of any default under a Class “A” Mortgage that permits the declaration of the
principal of all the bonds secured by the Class “A” Mortgage and the interest accrued thereupon due
and payable. (Section 15.01)
An effective default under any Class “A” Mortgage or under the Mortgage will result in an effective
default under all those mortgages. The Mortgage Trustee may withhold notice of default (except in payment
of principal, interest or funds for retirement of bonds) if it determines that it is not detrimental to the
interests of the bondholders. (Section 15.02)
The Mortgage Trustee or the holders of 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)
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
7
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.
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.
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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:
(1) any aspect of DTC’s records or any participant’s or indirect participant’s records relating to,
or payments made on account of, beneficial ownership interests in the 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
(2) any other matter relating to the actions and practices of DTC or any of its participants or
indirect participants.
Except under the limited circumstances described below, purchasers of 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.
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;
9
• 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.
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.
10
Underwriters, dealers or agents and their associates may be customers of, engage in transactions with
or perform services for us and our affiliates in the ordinary course of business.
We will indicate in a prospectus supplement the extent to which we anticipate that a secondary market
for the securities will be available. Unless we inform you otherwise in a prospectus supplement, we do not
intend to apply for the listing of any 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 website at
http://www.sec.gov. Our SEC filings can also be accessed through our website at http://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, 2022;
• Quarterly Reports on Form 10-Q for the quarters ended March 31, 2023 and June 30, 2023; and
• Current Reports on Form 8-K filed with the SEC on May 17, 2023 and June 16, 2023.
11
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 financial statements of PacifiCorp as of December 31, 2022 and 2021, and for each of the
three years in the period ended December 31, 2022, incorporated by reference in this prospectus by
reference to 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.
Such financial statements are incorporated by reference in reliance upon the report of such firm given their
authority as experts in accounting and auditing.
With respect to the unaudited interim financial information for the periods ended March 31, 2023 and
2022, and June 30, 2023 and 2022, which is incorporated by reference herein, 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, 2023 and June 30, 2023 and incorporated by reference herein, they did not
audit, and they do not express an opinion on that interim 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 is not subject to the liability provisions of Section 11 of the
Securities Act for their reports on the unaudited interim 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.
12
$500,000,000 First Mortgage Bonds 5.100% Series Due 2029
$700,000,000 First Mortgage Bonds 5.300% Series Due 2031
$1,100,000,000 First Mortgage Bonds 5.450% Series Due 2034
$1,500,000,000 First Mortgage Bonds 5.800% Series Due 2055
PROSPECTUS SUPPLEMENT
January 3, 2024
Joint Book-Running Managers
Barclays Citigroup J.P. Morgan Mizuho
PNC Capital Markets LLC Wells Fargo Securities

Underwriting Agreement dated January 3, 2024
Execution Version
PACIFICORP
$500,000,000
First Mortgage Bonds
5.100% Series Due 2029
$700,000,000
First Mortgage Bonds
5.300% Series Due 2031
$1,100,000,000
First Mortgage Bonds
5.450% Series Due 2034
$1,500,000,000
First Mortgage Bonds
5.800% Series Due 2055
UNDERWRITING AGREEMENT

January 3, 2024

BARCLAYS CAPITAL INC.
CITIGROUP GLOBAL MARKETS INC.
J.P. MORGAN SECURITIES LLC
MIZUHO SECURITIES USA LLC
PNC CAPITAL MARKETS LLC
WELLS FARGO SECURITIES, LLC

As Representatives (the “Representatives”) of the several Underwriters listed
in Schedule A hereto

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”) (i) U.S. $500,000,000 principal amount of its First Mortgage Bonds, 5.100%
Series due 2029 (the “2029 Bonds”), (ii) U.S. $700,000,000 principal amount of its First Mortgage Bonds,
5.300% Series due 2031 (the “2031 Bonds”), (iii) U.S. $1,100,000,000 principal amount of its First
Mortgage Bonds, 5.450% Series due 2034 (the “2034 Bonds”) and (iv) U.S. $1,500,000,000 principal
amount of its First Mortgage Bonds, 5.800% Series due 2055 (the “2055 Bonds” and, together with the
2029 Bonds, the 2031 Bonds and the 2034 Bonds, the “Offered Securities”), in each case to be issued
under that certain Mortgage and Deed of Trust, dated as of January 9, 1989, with The Bank of New York
Mellon Trust Company, N.A., as successor trustee (the “Trustee”), as heretofore amended and
supplemented by the supplemental indentures thereto and as further amended and supplemented by a
supplemental indenture dated as of January 1, 2024 (collectively, the “Mortgage”) pursuant to the
registration statement on Form S-3 (File No. 333-274494) filed on September 13, 2023, 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
2

1933, as amended, is herein referred to as the “Securities Act,” and the rules and regulations of the
Commission thereunder are herein referred to as the “Rules and Regulations.”
The Company hereby agrees with the several Underwriters as follows:
2. Representations and Warranties of the Company. The Company represents and warrants
to, and agrees with, the several Underwriters that:
(a) The Initial Registration Statement in respect of the Offered Securities has been
filed with the Commission; the Initial Registration Statement and any post-effective amendments
thereto prior to the date hereof, each in the form heretofore delivered or to be delivered to the
Underwriters and, excluding exhibits to the Initial Registration Statement but including all
documents incorporated by reference in the prospectus contained in such Initial Registration
Statement (the “Base Prospectus”), including any prospectus supplement relating to the Offered
Securities that is filed with the Commission and deemed by virtue of Rule 430B under the Securities
Act to be part of the Initial Registration Statement, 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.
(b) A preliminary prospectus supplement relating to the Offered Securities has been
prepared by the Company and a final prospectus supplement relating to the Offered Securities will
be prepared by the Company in accordance with Section 5(a) hereto. Such preliminary prospectus
supplement (including the documents incorporated by reference therein), together with the Base
Prospectus, is hereinafter referred to as the “Preliminary Prospectus;” such final prospectus
supplement relating to the Offered Securities to be filed with the Commission pursuant to Rule
424(b) under the Securities Act (including the documents incorporated by reference therein),
together with the Base Prospectus, is hereinafter referred to as the “Prospectus.” The Preliminary
Prospectus, as amended or supplemented as of the Applicable Time (as defined below), when
considered together with the final term sheet filed pursuant to Section 5(a) hereof (the “Disclosure
Package”), as of the Applicable Time, did not include any untrue statement of a material fact or
omit to state any material fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading. The Prospectus, as of its date and as
amended or supplemented as of the Closing Date (as defined below), does not and will not include
any untrue statement of a material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein, in the light of the circumstances under which they
were made, not misleading; and each Issuer Free Writing Prospectus (as defined in Rule 433 under
the Securities Act) listed on Schedule B(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
3

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 5:45 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.
(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.
4

(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
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
5

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
(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).
6

(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 non-government controlled areas of the Zaporizhzhia and Kherson
Regions 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
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
7

all material respects and has been prepared in compliance with the Commission’s rules and
guidelines applicable thereto.
(w) Except as disclosed in the Disclosure Package and as would not, individually or in
the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company and each
of its subsidiaries has implemented and maintained appropriate controls, policies, procedures, and
safeguards to maintain and protect its material confidential information and the integrity,
continuous operation, redundancy and security of all the Company’s or its subsidiaries’ material
information technology assets and equipment, computers, systems, networks, hardware, software,
websites, applications, and databases (collectively, “IT Systems”) and data (including all personal,
personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in
connection with its business, and, (ii) to the knowledge of the Company, there have been no
breaches, violations, outages or unauthorized uses of or accesses to the same, nor any incidents
under internal review or investigations relating to the same. The Company is presently in material
compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of
any court or arbitrator or governmental or regulatory authority, internal policies and contractual
obligations relating to the privacy and security of IT Systems and Personal Data and to the
protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation
or modification, except, in each case, for such noncompliance that would not, individually or in the
aggregate, be expected to have a Material Adverse Effect.
3. Purchase, Sale and Delivery of Offered Securities. On the basis of the representations,
warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the
Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to
purchase from the Company (i) the 2029 Bonds, at a purchase price of 99.569% of the principal amount
thereof plus accrued interest, if any, from January 5, 2024 to the Closing Date (as hereinafter defined), the
respective principal amounts of the 2029 Bonds set forth opposite the names of the several Underwriters in
Schedule A hereto, (ii) the 2031 Bonds, at a purchase price of 99.377% of the principal amount thereof plus
accrued interest, if any, from January 5, 2024 to the Closing Date, the respective principal amounts of the
2031 Bonds set forth opposite the names of the several Underwriters in Schedule A hereto, (iii) the 2034
Bonds, at a purchase price of 99.221% of the principal amount thereof plus accrued interest, if any, from
January 5, 2024 to the Closing Date, the respective principal amounts of the 2034 Bonds set forth opposite
the names of the several Underwriters in Schedule A hereto and (iv) the 2055 Bonds, at a purchase price of
98.599% of the principal amount thereof plus accrued interest, if any, from January 5, 2024 to the Closing
Date, the respective principal amounts of the 2055 Bonds set forth opposite the names of the several
Underwriters in Schedule A hereto. In addition, the Underwriters shall make a payment to the Company in
an amount equal to $3,575,000 in respect of certain expenses incurred by the Company in connection with
the offering of the Offered Securities (the “Reimbursement Amount”).
The Company will deliver against payment of the purchase price and the Reimbursement Amount
for each of the 2029 Bonds, the 2031 Bonds, the 2034 Bonds and the 2055 Bonds to be purchased by each
Underwriter hereunder and to be offered and sold by such Underwriter in the form of one or more global
securities in registered form without interest coupons (the “Global Securities”) deposited with the Trustee
as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as
nominee for DTC. Interests in the Global Securities will be held only in book-entry form through DTC,
except in the limited circumstances described in the Disclosure Package and the Prospectus.
Payment for the 2029 Bonds, the 2031 Bonds, the 2034 Bonds and the 2055 Bonds 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 January 5, 2024, or at such other time not later than seven full business days thereafter as
8

the Underwriters and the Company determine, such time being herein referred to as the “Closing Date,”
against delivery to the Trustee as custodian for DTC of the Global Securities. The Global Securities will
be made available for checking at the office of Latham & Watkins LLP, 1271 Avenue of the Americas,
New York, NY 10020, at least 24 hours prior to the Closing Date.
4. Representations by Underwriters; Resale by Underwriters. Each of the Underwriters
severally represents and agrees that:
(a) (i) It has only communicated or caused to be communicated and will only
communicate or cause to be communicated an invitation or inducement to engage in investment
activity (within the meaning of Section 21 of the United Kingdom Financial Services and Markets
Act 2000 (the “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.
(b) It has not offered, sold or otherwise made available and will not offer, sell or
otherwise make available any of the Offered Securities to any retail investor in the United Kingdom.
For the purposes of this provision, the expression “retail investor” means a person who is one (or
more) of the following: (A) a retail client as defined in point (8) of Article 2 of Commission
Regulation (EU) No 2017/565 as it forms part of United Kingdom law by virtue of the European
Union (Withdrawal) Act 2018 (the “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.
(c) It has not offered, sold or otherwise made available and will not offer, sell or
otherwise make available any of the Offered Securities to any retail investor in the European
Economic Area. For the purposes of this provision: (i) the expression “retail investor” means a
person who is one (or more) of the following: (A) a retail client as defined in point (11) of Article
4(1) of Directive 2014/65/EU (as amended, “MiFID II”); (B) a customer within the meaning of
Directive (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.
(d) Without the prior consent of the Company and the Representatives, other than one
or more term sheets relating to the Offered Securities containing customary information, it has not
made and will not make any offer relating to the Offered Securities that would constitute an issuer
free writing prospectus or a free writing prospectus required to be filed with the Commission; and
any such free writing prospectus the use of which has been consented to by the Company and the
Representatives (including the final term sheet prepared and filed pursuant to Section 5(a) hereof)
is listed on Schedule B(i) hereto.
5. Certain Agreements of the Company. The Company agrees with the several Underwriters
that:
9

(a) It will prepare the Prospectus in a form approved by you and to file such Prospectus
pursuant to Rule 424(b) under the Securities Act not later than the Commission’s close of business
on the second business day following the date of this Agreement; to make no further amendment
or any supplement to the Registration Statement, or the Prospectus prior to the Closing Date that
shall be reasonably disapproved by you promptly after reasonable notice thereof; to advise you,
promptly after it receives notice thereof, of the time when any amendment to the Registration
Statement has been filed or becomes effective or any amendment or supplement to the Prospectus
has been filed and to furnish you with copies thereof; to prepare a final term sheet, containing solely
a description of the Offered Securities, in a form approved by you and to file such term sheet
pursuant to Rule 433(d) under the Securities Act within the time required by such Rule; to file
promptly all other material required to be filed by the Company with the Commission pursuant to
Rule 433(d) under the Securities Act; to file promptly all reports and any definitive proxy or
information statements required to be filed by the Company with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date 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
10

or more after the time of issue of the Prospectus, upon your request but at the expense of such
Underwriter, to prepare and deliver to such Underwriter as many written and electronic copies as
you may request of an amended or supplemented Prospectus complying with Section 10(a)(3) of
the Securities Act.
(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.
11

(g) From the date hereof through and including the Closing Date, the Company will
not, without the prior written consent of the Representatives, offer, sell, contract to sell, pledge or
otherwise dispose of, directly or indirectly, or file with the Commission a registration statement
under the Securities Act relating to, any United States dollar-denominated debt securities issued or
guaranteed by the Company and having a maturity of more than one year from the date of issue.
(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
12

“nationally recognized statistical rating organization” (as such term is defined in Section 3 of the
Exchange Act), or any public announcement that any such organization has under surveillance or
review its rating of any debt securities or preferred stock of the Company (other than an
announcement with positive implications of a possible upgrading, and no implication of a possible
downgrading, of such rating); (iii) any material suspension or material limitation of trading in
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 2029 Bonds,
the 2031 Bonds, the 2034 Bonds or the 2055 Bonds, as applicable.
(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
13

Underwriter within the meaning of Section 15 of the Securities Act, against any losses, claims, damages or
liabilities, joint or several, to which such Underwriter may become subject, under the Securities Act or the
Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact
contained in the Registration Statement, the Preliminary Prospectus, the Disclosure Package, the Prospectus
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 January 3, 2024, contains
an untrue statement of material fact or omits to state therein a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were made, not misleading, (ii) such
untrue statement or omission of a material fact was corrected in an amended or supplemented Preliminary
Prospectus and such corrected Preliminary Prospectus was provided to such Underwriter sufficiently in
advance of the Applicable Time so that such corrected Preliminary Prospectus could have been conveyed
to such person prior to the Applicable Time and (iii) such corrected Preliminary Prospectus was not
conveyed to such person at or prior to the Applicable Time to such person.
(b) Each Underwriter will severally and not jointly indemnify and hold harmless the
Company, its directors and officers and each person, if any, who controls the Company within the meaning
of Section 15 of the Securities Act, against any losses, claims, damages or liabilities to which the Company
may become subject, under the Securities Act or the Exchange Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of any material fact contained in the Registration Statement, the
Preliminary Prospectus, the Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, or
any amendment or supplement to the Registration Statement, the Prospectus or any Issuer Free Writing
Prospectus or arise out of or are based upon the omission or the alleged omission to state therein a material
fact necessary in order to make the statements therein, in the light of the circumstances under which they
were made (in the case of the Registration Statement, necessary in order to make the statements therein not
misleading), not misleading, in each case to the extent, but only to the extent, that such untrue statement or
alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with
written information furnished to the Company by the Representatives on behalf of the Underwriters
specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by the
Company in connection with investigating or defending any such loss, claim, damage, liability or action as
such expenses are incurred, it being understood and agreed that the only such information furnished by any
14

Underwriter consists of the following information in the Preliminary Prospectus and Prospectus furnished
on behalf of each Underwriter: under the caption “Underwriting (Conflicts of Interest),” paragraphs 3, 4
(second sentence only), 5, 6 and 7; provided, however, that the Underwriters shall not be liable for any
losses, claims, damages or liabilities arising out of or based upon the Company’s failure to perform its
obligations under Section 5(a) of this Agreement.
(c) Promptly after receipt by an indemnified party under this Section of notice of the
commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against
the indemnifying party under subsection (a) or (b) above, notify the indemnifying party of the
commencement thereof; but the omission so to notify the indemnifying party will not relieve it from any
liability which it may have to any indemnified party under subsection (a) or (b) above except to the extent
that it has been materially prejudiced (through forfeiture or impairment of procedural or substantive rights
or defenses) by such failure; and provided further that the failure to notify the indemnifying party pursuant
to this Section 7(c) shall not relieve it from any liability that it may have to an indemnified party otherwise
than under subsection (a) or (b) above. In case any such action is brought against any indemnified party
and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled
to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly
notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who
shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and after
notice from the indemnifying party to such indemnified party of its election so to assume the defense
thereof, the indemnifying party will not be liable to such indemnified party under this Section for any legal
or other expenses subsequently incurred by such indemnified party in connection with the defense thereof
other than reasonable costs of investigation; provided, however, that the indemnified party shall have the
right to employ counsel to represent the indemnified party and their respective controlling persons who
may be subject to liability arising out of any claim in respect of which indemnity may be sought by the
indemnified party against the indemnifying party under this Section 7 if the employment of such counsel
shall have been authorized in writing by the indemnifying party in connection with the defense of such
action, if in the written opinion of counsel to either the indemnifying party or the indemnified party,
representation of both parties by the same counsel would be inappropriate due to actual or likely conflicts
of interest between them or the indemnifying party shall have failed to employ counsel within a reasonable
period of time, and in that event the fees and expenses of one firm of separate counsel (in addition to the
fees and expenses of one local counsel in each applicable jurisdiction) shall be paid by the indemnifying
party. No indemnifying party shall, without the prior written consent of the indemnified party (which
consent shall not be unreasonably withheld), effect any settlement of any pending or threatened action in
respect of which any indemnified party is or could have been a party and indemnity could have been sought
hereunder by such indemnified party unless such settlement (i) includes an unconditional release of such
indemnified party from all liability on any claims that are the subject matter of such action and (ii) does not
include a statement as to or an admission of fault, culpability or failure to act by or on behalf of any
indemnified party.
(d) If the indemnification provided for in this Section is unavailable or insufficient to
hold harmless an indemnified party under subsection (a) or (b) above, then each indemnifying party shall
contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages
or liabilities referred to in subsection (a) or (b) above (i) in such proportion as is appropriate to reflect the
relative benefits received by the Company on the one hand and the Underwriters on the other from the
offering of the Offered Securities or (ii) if the allocation provided by clause (i) above is not permitted by
applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in
clause (i) above but also the relative fault of the Company on the one hand and the Underwriters on the
other in connection with the statements or omissions which resulted in such losses, claims, damages or
liabilities as well as any other relevant equitable considerations. The relative benefits received by the
Company on the one hand and the Underwriters on the other shall be deemed to be in the same proportion
15

as the total net proceeds from the offering (before deducting expenses) received by the Company bear to
the total discounts and commissions received by the Underwriters with respect to the Offered Securities
from the Company under this Agreement. The relative fault shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the Company or the Underwriters and
the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such
untrue statement or omission. The amount paid by an indemnified party as a result of the losses, claims,
damages or liabilities referred to in the first sentence 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 2029 Bonds, the 2031 Bonds, the 2034 Bonds or the 2055 Bonds, as
applicable, purchased by it were resold exceeds the amount of any damages which such Underwriter has
otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. The Underwriters’ obligations in this subsection (d) to contribute are several in
proportion to their respective purchase obligations and not joint.
(e) The obligations of the Company under this Section shall be in addition to any
liability which the Company may otherwise have and shall extend, upon the same terms and conditions, to
each person, if any, who controls any Underwriter within the meaning of the Securities Act or the Exchange
Act; and the obligations of the Underwriters under this Section shall be in addition to any liability which
the respective Underwriters may otherwise have and shall extend, upon the same terms and conditions, to
each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange
Act.
8. Default of Underwriters. If any Underwriter or Underwriters defaults in its or their
obligations to purchase the 2029 Bonds, the 2031 Bonds, the 2034 Bonds or the 2055 Bonds, as applicable,
hereunder and the aggregate principal amount of the 2029 Bonds, the 2031 Bonds, the 2034 Bonds or the
2055 Bonds, as applicable, that such defaulting Underwriter or Underwriters agreed but failed to purchase
does not exceed 10% of the total principal amount of the 2029 Bonds, the 2031 Bonds, the 2034 Bonds or
the 2055 Bonds, as applicable, the non-defaulting Underwriters may make arrangements satisfactory to the
Company for the purchase of such 2029 Bonds, 2031 Bonds, 2034 Bonds or 2055 Bonds, as applicable, by
other persons, including themselves, but if no such arrangements are made by the Closing Date, the non-
defaulting Underwriters shall be obligated severally, in proportion to their respective commitments
hereunder, to purchase such 2029 Bonds, 2031 Bonds, 2034 Bonds or 2055 Bonds, as applicable, that such
defaulting Underwriter or Underwriters agreed but failed to purchase. If any Underwriter or Underwriters
so defaults and the aggregate principal amount of the 2029 Bonds, the 2031 Bonds, the 2034 Bonds or the
2055 Bonds, as applicable, with respect to which such default or defaults occur exceeds 10% of the total
principal amount of the 2029 Bonds, the 2031 Bonds, the 2034 Bonds or the 2055 Bonds, as applicable,
and arrangements satisfactory to the non-defaulting Underwriters and the Company for the purchase of such
2029 Bonds, 2031 Bonds, 2034 Bonds or 2055 Bonds, as applicable, by other persons are not made within
36 hours after such default, this Agreement will terminate without liability on the part of the non-defaulting
Underwriters or the Company, except as provided in Section 9. As used in this Agreement, the term
“Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein,
including the Company’s obligations pursuant to Section 9 hereof, will relieve a defaulting Underwriter
from liability for its default.
9. Survival of Certain Representations and Obligations. The respective indemnities,
agreements, representations, warranties and other statements of the Company or its officers and of the
16

several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect,
regardless of any investigation, or statement as to the results thereof, made by or on behalf of any
Underwriter, the Company or any of their respective representatives, officers or directors or any controlling
person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated
pursuant to Section 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not
consummated other than such default by an Underwriter, the Company shall remain responsible for the
expenses to be paid or reimbursed by it pursuant to Section 5 and the respective obligations of the Company
and the Underwriters pursuant to Section 7 shall remain in effect. If the purchase of the Offered Securities
by the Underwriters is not consummated for any 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.
10. No Fiduciary Duty. The Company acknowledges and agrees that in connection with this
offering or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding
any preexisting relationship, advisory or otherwise, between the parties or any oral representations or
assurances previously or subsequently made by the Underwriters: (i) no fiduciary or agency relationship
between the Company and any other person, on the one hand, and the Underwriters, on the other, exists in
connection with the offering of the Offered Securities; (ii) the Underwriters are not acting as advisors,
expert or otherwise, to the Company in connection with the offering of the Offered Securities and such
relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and
solely commercial, based on arms-length negotiations; (iii) any duties and obligations that the Underwriters
may have to the Company in connection with the offering of the Offered Securities shall be limited to those
duties and obligations specifically stated herein; and (iv) the Underwriters and their respective affiliates
may have interests that differ from those of the Company. Any review by the Underwriters of the Company,
the transactions contemplated hereby or other matters related to such transactions will be performed solely
for the benefit of the Underwriters and not on behalf of the Company. The Company hereby waives any
claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty
in connection with this offering.
11. Notices. All communications hereunder will be in writing and, if sent to the Underwriters,
will be mailed, delivered or faxed and confirmed to each of (i) Barclays Capital Inc. at 745 Seventh Avenue,
New York, NY 10019, Attention: Syndicate Registration, facsimile: 646-834-8133; (ii) Citigroup Global
Markets Inc. at 388 Greenwich Street, New York, NY 10013, Attention: General Counsel, facsimile: 646-
291-1469; (iii) J.P. Morgan Securities LLC at 383 Madison Avenue, New York, NY 10179, Attention:
Investment Grade Syndicate Desk, facsimile: 212-834-6081; (iv) Mizuho Securities USA LLC at 1271
Avenue of the Americas, New York NY 10020, Attention: Debt Capital Markets, facsimile: 212-205-7812;
(v) PNC Capital Markets LLC at 300 Fifth Avenue, 10th Floor, Pittsburgh, PA 15222, Attention: Debt
Capital Markets, Fixed Income Transaction Execution, facsimile: 412-762-2760; and (vi) Wells Fargo
Securities, LLC at 550 South Tryon Street, 5th Floor, Charlotte, NC 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.
12. Recognition of the U.S. Special Resolution Regimes.

17

(a) In the event that any Underwriter that is a Covered Entity becomes subject to a
proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement,
and any interest and obligation in or under this Agreement, will be effective to the same extent as the
transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such
interest and obligation, were governed by the laws of the United States or a state of the United States.

(b) In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of
such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights
under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no
greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this
Agreement were governed by the laws of the United States or a state of the United States.

(c) As used in this Agreement:

i. “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall
be interpreted in accordance with, 12 U.S.C. § 1841(k).

ii. “Covered Entity” means any of the following:

A. a “covered entity” as that term is defined in, and interpreted in accordance
with, 12 C.F.R. § 252.82(b);

B. a “covered bank” as that term is defined in, and interpreted in accordance with,
12 C.F.R. § 47.3(b); or

C. a “covered FSI” as that term is defined in, and interpreted in accordance with,
12 C.F.R. § 382.2(b).

iii. “Default Right” has the meaning assigned to that term in, and shall be interpreted
in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

iv. “U.S. Special Resolution Regime” means each of (i) the Federal Deposit
Insurance Act and the regulations promulgated thereunder and (ii) Title II of the
Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations
promulgated thereunder.

12. Successors. This Agreement will inure to the benefit of and be binding upon the parties
hereto and their respective successors and the controlling persons referred to in Section 7, and no other
person will have any right or obligation hereunder. This Agreement and the rights and obligations hereunder
shall not be assignable by the Company without the prior written consent of the Representatives (which
consent shall not be unreasonably withheld). This Agreement may not be modified or amended except by
an instrument in writing signed by the Company and the Representatives.
13. Counterparts. This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original, but all such counterparts shall together constitute one and the same
agreement. 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.
18

14. Applicable Law. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of New York without regard to principles of conflicts of laws.
The Company hereby submits to the exclusive jurisdiction of the Federal and state courts in the
Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this
Agreement or the transactions contemplated hereby.

15. Waiver of Jury. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH OF THE
PARTIES HERETO WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF
LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION
WITH THIS AGREEMENT. EACH PARTY FURTHER WAIVES ANY RIGHT TO CONSOLIDATE
ANY ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN
WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED.

[Signatures follow]

If the foregoing is in accordance with the Underwriters' understanding of our agreement, kindly
sign and return to us one of the counterparts hereof, whereupon it will become a binding agreement between
the Company and the several Underwriters in accordance with its terms.
Very truly yours,
PacifiCorp
By~ 1Jc£:~-)
Name: Nikki L. Kobliha
Title: Vice President, Chief Financial Officer, and
Treasurer
[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.
Barclays Capital Inc.
By:_____________________________
Name:
Title:
Citigroup Global Markets Inc.
By:_____________________________
Name:
Title:
J.P. Morgan Securities LLC
By:_____________________________
Name:
Title:
Mizuho Securities USA LLC
By:_____________________________
Name:
Title:
PNC Capital Markets LLC
By:_____________________________
Name:
Title:
Wells Fargo Securities, LLC
By:_____________________________
Name:
Title:
On behalf of themselves and as Representatives of the several Underwriters
Robert StoweManaging Director
(Signature Page to Underwriting Agreement)
The foregoing Underwriting Agreement is hereby confirmed and accepted
as of the date first above written.
Barclays Capital Inc.
By:_____________________________
Name:
Title:
Citigroup Global Markets Inc.
By:_____________________________
Name:
Title:
J.P. Morgan Securities LLC
By:_____________________________
Name:
Title:
Mizuho Securities USA LLC
By:_____________________________
Name:
Title:
PNC Capital Markets LLC
By:_____________________________
Name:
Title:
Wells Fargo Securities, LLC
By:_____________________________
Name:
Title:
On behalf of themselves and as Representatives of the several Underwriters
Adam D. BordnerManaging Director
(Signature Page to Underwriting Agreement)
The foregoing Underwriting Agreement is hereby confirmed and accepted
as of the date first above written.
Barclays Capital Inc.
By:_____________________________
Name:
Title:
Citigroup Global Markets Inc.
By:_____________________________
Name:
Title:
J.P. Morgan Securities LLC
By:_____________________________
Name:
Title:
Mizuho Securities USA LLC
By:_____________________________
Name:
Title:
PNC Capital Markets LLC
By:_____________________________
Name:
Title:
Wells Fargo Securities, LLC
By:_____________________________
Name:
Title:
On behalf of themselves and as Representatives of the several Underwriters
Robert BottamediExecutive Director
(Signature Page to Underwriting Agreement)
The foregoing Underwriting Agreement is hereby confirmed and accepted
as of the date first above written.
Barclays Capital Inc.
By:_____________________________
Name:
Title:
Citigroup Global Markets Inc.
By:_____________________________
Name:
Title:
J.P. Morgan Securities LLC
By:_____________________________
Name:
Title:
Mizuho Securities USA LLC
By:_____________________________
Name:
Title:
PNC Capital Markets LLC
By:_____________________________
Name:
Title:
Wells Fargo Securities, LLC
By:_____________________________
Name:
Title:
On behalf of themselves and as Representatives of the several Underwriters
W. Scott TrachselManaging Director
(Signature Page to Underwriting Agreement)
The foregoing Underwriting Agreement is hereby confirmed and accepted
as of the date first above written.
Barclays Capital Inc.
By:_____________________________
Name:
Title:
Citigroup Global Markets Inc.
By:_____________________________
Name:
Title:
J.P. Morgan Securities LLC
By:_____________________________
Name:
Title:
Mizuho Securities USA LLC
By:_____________________________
Name:
Title:
PNC Capital Markets 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
(Signature Page to Underwriting Agreement)
The foregoing Underwriting Agreement is hereby confirmed and accepted
as of the date first above written.
Barclays Capital Inc.
By:_____________________________
Name:
Title:
Citigroup Global Markets Inc.
By:_____________________________
Name:
Title:
J.P. Morgan Securities LLC
By:_____________________________
Name:
Title:
Mizuho Securities USA LLC
By:_____________________________
Name:
Title:
PNC Capital Markets 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

Underwriters
Principal Amount
of 2029 Bonds
Principal Amount
of 2031 Bonds
Principal Amount
of 2034 Bonds
Principal Amount
of 2055 Bonds
Barclays Capital Inc. ..................... $83,334,000 $116,666,000 $183,333,000 $250,000,000
Citigroup Global Markets Inc. ....... 83,334,000 116,666,000 183,333,000 250,000,000
J.P. Morgan Securities LLC .......... 83,333,000 116,667,000 183,334,000 250,000,000
Mizuho Securities USA LLC ........ 83,333,000 116,667,000 183,334,000 250,000,000
PNC Capital Markets LLC ............ 83,333,000 116,667,000 183,333,000 250,000,000
Wells Fargo Securities, LLC ......... 83,333,000 116,667,000 183,333,000 250,000,000
Total ................................. $500,000,000 $700,000,000 $1,100,000,000 $1,500,000,000

SCHEDULE B(i)

Issuer Free Writing Prospectuses

1. The electronic road show presentation used in connection with the offering of the Offered
Securities, dated January 2024.

2. The final term sheet set forth in Schedule B(ii).

SCHEDULE B(ii)
Filed pursuant to Rule 433(d)
Registration No. 333-274494
Dated January 3, 2024

FINAL TERM SHEET
2029 Bonds 2031 Bonds 2034 Bonds 2055 Bonds
Issuer: PacifiCorp
Legal Format: SEC-Registered
Security Type: First Mortgage
Bonds due 2029
(the “2029 Bonds”)
First Mortgage
Bonds due 2031
(the “2031 Bonds”)
First Mortgage
Bonds due 2034
(the “2034 Bonds”)
First Mortgage
Bonds due 2055
(the “2055 Bonds”)
Principal Amount: $500,000,000 $700,000,000 $1,100,000,000 $1,500,000,000
Coupon: 5.100% 5.300% 5.450% 5.800%
Interest Payment
Dates:
Semi-annually on
February 15 and
August 15,
commencing on
August 15, 2024
Semi-annually on
February 15 and
August 15,
commencing on
August 15, 2024
Semi-annually on
February 15 and
August 15,
commencing on
August 15, 2024
Semi-annually on
January 15 and July
15, commencing on
July 15, 2024
Record Dates: February 1 and
August 1
February 1 and
August 1
February 1 and
August 1
January 1 and
July 1
Trade Date: January 3, 2024
Settlement Date: January 5, 2024 (T+2)
Maturity: February 15, 2029 February 15, 2031 February 15, 2034 January 15, 2055
Treasury
Benchmark:
3.750% due
December 31, 2028
3.750% due
December 31, 2030
4.500% due
November 15, 2033
4.125% due
August 15, 2053
U.S. Treasury
Benchmark Spot:
3.905% 3.928% 3.922% 4.092%
Spread to
Treasury
Benchmark:
+120 basis points +140 basis points +155 basis points +175 basis points
Re-offer Yield: 5.105% 5.328% 5.472% 5.842%
Price to Public: 99.969% of the
principal amount
99.827% of the
principal amount
99.821% of the
principal amount
99.399% of the
principal amount
Optional
Redemption:
Prior to January 15,
2029, Make Whole
Call at T+20 basis
points
Prior to December
15, 2030, Make
Whole Call at T+25
basis points

Prior to November
15, 2033, Make
Whole Call at T+25
basis points

Prior to July 15,
2054, Make Whole
Call at T+30 basis
points
On or after January
15, 2029, 100% of
On or after
December 15,
On or after
ovember 15,
On or after July 15,
2054, 100% of the

2029 Bonds 2031 Bonds 2034 Bonds 2055 Bonds
the principal
amount plus
accrued and unpaid
interest
2030, 100% of the
principal amount
plus accrued and
unpaid interest
2033, 100% of the
principal amount
plus accrued and
unpaid interest
principal amount
plus accrued and
unpaid interest
Expected
Ratings*:
A2 by Moody’s Investors Service, Inc.
A by S&P Global Ratings
Denominations: $2,000 and any integral multiples of $1,000 in excess thereof
Joint Book-
Running
Managers:
Barclays Capital Inc.; Citigroup Global Markets Inc.; J.P. Morgan Securities LLC; Mizuho
Securities USA LLC; PNC Capital Markets LLC; Wells Fargo Securities, LLC
CUSIP No: 695114 DB1 695114 DC9 695114 DD7 695114 DE5
ISIN: US695114DB12 US695114DC94 US695114DD77 US695114DE50

*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.
The issuer has filed a registration statement (including a prospectus) with the U.S. Securities and Exchange Commission
(SEC) for the offering to which this communication relates. Before you invest, you should read the prospectus in that
egistration sta ement and other documents the issuer has filed with the SEC for more complete information about the issuer
and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov.
lternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus i
ou request it by calling Barclays Capital Inc. at 1-888-603-5847; Citigroup Global Markets Inc. at 1-800-831-9146; J.P.
organ Securities LLC at 1-212-834-4533; Mizuho Securities USA LLC at 1-866-271-7403; PNC Capital Markets LLC at
1-855-881-0697; and 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.
11. The Registration Statement was declared immediately effective under the Securities Act
on September 13, 2023; the Prospectus was filed with the Commission pursuant to Rule 424(b) on [●],
2024 in a manner and within the time period required by Rule 424(b) under the Securities Act; and, based
solely on a review of the contents of the Commission’s stop orders webpage located at
www.sec.gov/litigation/stoporders.shtml, as of the date hereof, no stop order suspending the effectiveness
of the Registration Statement has been issued under the Securities Act and, to our knowledge, no
proceedings for that purpose have been initiated by the Commission.
12. Without independent verification of the factual accuracy, completeness or fairness of any
statements made in the Registration Statement, Preliminary Prospectus and the Prospectus, the Registration
Statement, as of its effective date, and the Preliminary Prospectus, as of its date, including in each case the
information deemed to be a part thereof pursuant to Rule 430B under the Securities Act, and the Prospectus,
as of its date, each appear on its face to be appropriately responsive in all material respects with the
applicable requirements of the Securities Act and the rules thereunder; it being understood, however, that
we express no view with respect to the financial statements, schedules, other financial data, or exhibits
included or incorporated by reference in, or omitted from, the Registration Statements, the Preliminary
Prospectus or the Prospectus.
13. The Company is not, and, immediately after giving effect to the issuance and sale of the
Bonds in accordance with the Underwriting Agreement and to the application of the net proceeds received
by the Company from the offering and sale of the Bonds as described in the Preliminary Prospectus and the
Prospectus, will not, be required to register as an “investment company” within the meaning of the
Investment Company Act.

Report of Securities Issued

REPORT OF SECURITIES ISSUED
January 2024
PACIFICORP Description of securities: $3,800,000,000 of PacifiCorp’s First Mortgage Bonds
$500,000,000 of 5.100% Series due February 2029
$700,000,000 of 5.300% Series due February 2031 $1,100,000,000 of 5.450% Series due February 2034 $1,500,000,000 of 5.800% Series due January 2055

Description Amount
* 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 $4,632,000 for the Bonds.