HomeMy WebLinkAbout20240524Affiliated Interest Report 2023.pdf 1407 W. North Temple, Suite 330 Salt Lake City, UT 84116
May 24, 2024
VIA ELECTRONIC DELIVERY
Commission Secretary
Idaho Public Utilities Commission
11331 W. Chinden Blvd
Building 8 Suite 201A
Boise, ID 83714
RE: CASE NO. PAC-E-05-08
AFFILIATED INTEREST REPORT FOR CALENDAR YEAR 2023
Attention: Commission Secretary
In accordance with Berkshire Hathaway Energy Holdings Company’s Transaction Commitment
#8 approved in Case No. PAC-E-05-08, enclosed for electronic filing is PacifiCorp’s (d.b.a.
Rocky Mountain Power) calendar year 2023 Affiliated Interest report.
By copy of this letter other parties are being provided notice of this filing.
Informal inquiries may be directed to Mark Alder, Idaho Regulatory Manager at (801) 220-2313.
Very truly yours,
Joelle Steward
Senior Vice President, Regulation
Enclosures
cc w/o enclosure: Service List in Case No. PAC-E-05-08
RECEIVED
Friday, May 24, 2024 3:12:25 PM
IDAHO PUBLIC
UTILITIES COMMISSION
I hereby certify that on May 24, 2024, I caused to be served via E-mail, a correct copy of
PacifiCorp’s cover letter accompanying the Compliance Filing, Affiliated Interest Report for
Calendar Year 2023 (Commitment #8) in Case No. PAC-E-05-08.
Douglas L. Anderson
EVP, General Counsel & Corporate Sec
Berkshire Hathaway Energy
1111 S. 103rd Street
Omaha, NE 68124
danderson@midamerican.com
R. Scott Pasley
Assistant General Counsel
J.R. Simplot Company
P.O. Box 27
Boise, ID 83702
spasley@simplot.com
Eric L. Olsen
Racine, Olson, Nye, Budge & Bailey, Chartered
201 E. Center
P.O. Box 1391
Pocatello, ID 83204-1391
elo@racinelaw.net
James R. Smith
Monsanto Company
Highway 34 North
P.O. Box 816
Soda Springs, ID 83726
jim.r.smith@monsanto.com
Lisa Nordstrom
Gregory Said
Idaho Power Company
P.O. Box 70
Boise, ID 83707
lnordstrom@idahopower.com; gsaid@idahopower.com
David Hawk
Director, Energy Natural Resources
J.R. Simplot Company
P.O. Box 27
Boise, ID 83702
dhawk@simplot.com
Brad M. Purdy
Attorney at Law
2019 N. 17th Street
Boise, ID 83702
bmpurdy@hotmail.com
Katie Iverson
Brubaker & Associates
17244 W. Cordova Court
Surprise, AZ 85387
kiverson@consultbai.com
Arthur F. Sandack, Esq.
8 E. Broadway, Suite 510
Salt Lake City, UT 84111
asandack@msn.com
Terri Carlock
Accounting Supervisor
Idaho Public Utilities Commission
472 W. Washington
P.O. Box 83720
Boise, ID 83720-0074
terri.carlock@puc.idaho.gov
Randall C. Budge
Racine, Olson, Nye, Budge & Bailey, Chartered
201 E. Center
P.O. Box 1391
Pocatello, ID 83204-1391
rcb@racinelaw.net
Anthony Yankel
29814 Lake Road
Bay Village, OH 44140
tony@yankel.net
Carrie Meyer
Adviser, Regulatory Operations
PacifiCorp
Affiliated Interest Report
for the year ended December 31, 2023
Table of Contents
I. Organization
A. Officers and Directors
1. PacifiCorp Board of Directors and Committees of the Board of Directors
2. PacifiCorp Executive Officers
3. PacifiCorp Executive Officers and Directors with Affiliated Positions
B. Changes in Ownership
C. Affiliate Descriptions
D. Financial Statements
II. Transactions
III. Loans
IV. Debt Guarantees
V. Other Transactions
VI. Employee Transfers
VII. Cost Allocations
Intercompany Administrative Services Agreement
Intercompany Mutual Assistance Agreement
Appendix A – Oregon Public Utility Commission orders approving transactions with affiliates
I. Organization
PacifiCorp is a United States regulated electric utility company headquartered in Oregon that serves approximately
2.1 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 was incorporated under the laws of the state of Oregon in 1989. Its principal executive offices are located
at 825 N.E. Multnomah Street, Suite 1900, Portland, Oregon 97232, its telephone number is (888) 221-7070 and its
internet address is www.pacificorp.com. PacifiCorp delivers electricity to customers in Utah, Wyoming and Idaho
under the trade name Rocky Mountain Power and to customers in Oregon, Washington and California under the trade
name Pacific Power.
PacifiCorp is an indirect wholly owned subsidiary of Berkshire Hathaway Energy Company ("BHE"), a holding
company that owns a highly diversified portfolio of locally managed and operated businesses principally engaged in
the energy industry and is a consolidated subsidiary of Berkshire Hathaway Inc. ("Berkshire Hathaway"). 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.
The following pages provide organization charts of PacifiCorp's and BHE's subsidiaries. See section
I.C. Affiliate Descriptions for discussion of affiliates with which PacifiCorp did business during the year ended
December 31, 2023, including Berkshire Hathaway affiliates.
1
Subsidiaries of PacifiCorp as of December 31, 2023
Name of Subsidiary Approximate Percentage of
Voting Securities Owned
State of Jurisdiction of
Incorporation or Organization
Energy West Mining Company (a) 100% Utah
Pacific Minerals, Inc. (b) 100% Wyoming
- Bridger Coal Company, a joint venture (c) 66.67% Wyoming
Trapper Mining Inc. (d) 29.14% Delaware
(a) Energy West Mining Company ceased mining operations in 2015.
(b) Pacific Minerals, Inc. is a wholly owned subsidiary of PacifiCorp that holds a 66.67% ownership interest in Bridger Coal Company.
(c) Bridger Coal Company is a coal mining joint venture with Idaho Energy Resources Company, a subsidiary of Idaho Power Company,
and is jointly controlled by Pacific Minerals, Inc. and Idaho Energy Resources Company.
(d) PacifiCorp is a minority owner in Trapper Mining Inc., a cooperative. The members are Salt River Project Agricultural Improvement
and Power District (43.72%), PacifiCorp (29.14%) and Platte River Power Authority (27.14%).
2
Berkshire Hathaway Energy Company*
Organization Chart as of December 31, 2023
* This chart does not include all subsidiaries of PacifiCorp or of its affiliates. For a list of certain subsidiaries of BHE,
refer to Exhibit 21.1 included in BHE's Form 10-K for the year ended December 31, 2023 (File No. 001-14881) at
www.sec.gov.
3
I
oldings PPWH
LL C
I
Paci.ti 1Corp
I
ipeline
,LLC
BHEP
Group
T&S,
C
BHEG
LL
~---1
ontana, BHEM
LL C
Berkshire
Hathaway Inc.
~ 92% ~
Berkshire
Hathaway Energy
Company
MidAmerican NV Energy, Inc. Funding, LLC
Midwest Capital MidAmerican Nevada Power Sietrn Pacific
Group,Inc. Energy Company Company Power Company
+ + + +
BHE
Compression
S e1vices, LLC
Kem River Gas N01them Natural Electric
Transmission Transmission MATL LLP
Company Gas Company Texas,LLC
I I
No1them BHE BHE
Powergrid Turbomachine1y,
Holdings Company Renewables, LLC LLC • I
MidAmerican
Energy
S e1vices , LLC
I
BHE Can ada, LLC
I
BHE Alt aLink Ltd
I
BHE U .S .
Transmiss ion, LLC
MTL Canyon
s , LLC Holding
I
Homes e1vices
ca, Inc. ofAmeri
I. A. Officers and Directors
Information regarding directors and officers common to the regulated utility and affiliated interest are
described in these categories:
1. PacifiCorp board of directors and committees of the board of directors during the year ended
December 31, 2023
2. PacifiCorp executive officers during the year ended December 31, 2023
3. PacifiCorp executive officers and directors with affiliated positions as of December 31, 2023
The positions listed for the directors and executive officers in each of these sections are those positions that were held
as of or during the year ended December 31, 2023, as indicated. Changes that occurred subsequent to
December 31, 2023 (if any) are annotated.
4
1. PacifiCorp Board of Directors and Committees of the Board of Directors during the year ended
December 31, 2023
Director Address From To
Director at
12/31/2023
Elected
during the
year ended
12/31/2023
Resigned
during the
year ended
12/31/2023
Cindy A. Crane 825 NE Multnomah Street
Suite 2000
Portland, Oregon 97232
9/1/2023 Yes Yes No
Scott W. Thon 666 Grand Avenue
27th Floor
Des Moines, Iowa 50309
4/13/2022 9/1/2023 No No Yes
Stefan A. Bird (a) 825 NE Multnomah Street
Suite 2000
Portland, Oregon 97232
3/10/2015 Yes No No
Gary W. Hoogeveen (b) 1407 West North Temple
Suite 310
Salt Lake City, Utah 84116
11/19/2018 Yes No No
Nikki L. Kobliha 825 NE Multnomah Street
Suite 1900
Portland, Oregon 97232
2/1/2017 Yes No No
Calvin D. Haack 666 Grand Avenue
27th Floor
Des Moines, Iowa 50309
5/29/2020 Yes No No
Natalie L. Hocken 825 NE Multnomah Street
Suite 2000
Portland, Oregon 97232
8/30/2007 Yes No No
(a) Stefan Bird resigned as Pacific Power president and chief executive officer effective January 2, 2024.
(b) Gary Hoogeveen resigned as Rocky Mountain Power president and chief executive officer effective April 2, 2024.
Committees of the Board of Directors: The Compensation Committee is the only PacifiCorp board committee.
PacifiCorp's Chair of the Board of Directors and Chief Executive Officer is the sole member of the Compensation
Committee. All other board committees are at the Berkshire Hathaway Energy Company level.
5
2. PacifiCorp Executive Officers during the year ended December 31, 2023
Title Officer Address From To
Officer at
12/31/2023
Elected
during the
year ended
12/31/2023
Resigned
during the
year ended
12/31/2023
Chair of the Board
of Directors and
Chief Executive
Officer
Cindy A. Crane 825 NE Multnomah Street
Suite 2000
Portland, Oregon 97232
9/1/2023 Yes Yes No
Chair of the Board
of Directors and
Chief Executive
Officer
Scott W. Thon 666 Grand Avenue
27th Floor
Des Moines, Iowa 50309
4/13/2022 9/1/2023 No No Yes
President and Chief
Executive Officer,
Pacific Power
Stefan A. Bird (a) 825 NE Multnomah Street
Suite 2000
Portland, Oregon 97232
3/10/2015 Yes No No
President and Chief
Executive Officer,
Rocky Mountain
Power
Gary W. Hoogeveen (b) 1407 West North Temple
Suite 310
Salt Lake City, Utah
84116
6/1/2018
and
11/28/2018
Yes No No
Vice President,
Chief Financial
Officer and
Treasurer
Nikki L. Kobliha 825 NE Multnomah Street
Suite 1900
Portland, Oregon 97232
8/13/2015 Yes No No
(a) Stefan Bird resigned as Pacific Power president and chief executive officer effective January 2, 2024.
(b) Gary Hoogeveen resigned as Rocky Mountain Power president and chief executive officer effective April 2, 2024.
6
3. PacifiCorp Executive Officers and Directors with Affiliated Positions as of December 31, 2023
Crane, Cindy A.
Business Entity Title
PacifiCorp Foundation Director
PacifiCorp Foundation President
Bird, Stefan A.
Business Entity Title
BHE Turbomachinery, LLC Chief Executive Officer
BHE Turbomachinery, LLC Manager (1)
Hoogeveen, Gary W.
Business Entity Title
Energy West Mining Company Director
Energy West Mining Company President
Pacific Minerals, Inc. Director
Pacific Minerals, Inc. President
PacifiCorp Foundation Chair
PacifiCorp Foundation Director
Kobliha, Nikki L.
Business Entity Title
Pacific Minerals, Inc. Treasurer
PacifiCorp Foundation Treasurer
PacifiCorp Foundation Vice President
Haack, Calvin D.
Business Entity Title
Alaska Gas Pipeline Company, LLC Vice President & Treasurer
Alaska Gas Transmission Company, LLC Manager (1)
Alaska Gas Transmission Company, LLC Vice President & Treasurer
Alaska Storage Holding Company, LLC Vice President & Treasurer
AltaLink Management Ltd. Director
Berkshire Hathaway Energy Canada Foundation Director
Berkshire Hathaway Energy Canada Foundation Member
Berkshire Hathaway Energy Company Senior Vice President & Chief Financial Officer
Berkshire Hathaway Energy Foundation Director
Berkshire Hathaway Energy Foundation Treasurer
BHE America Transco, LLC Vice President & Treasurer
BHE B Inc. Senior Vice President & Chief Financial Officer
BHE B Tax Equity Holdings LLC Manager (1)
BHE B Tax Equity Holdings LLC Senior Vice President & Chief Financial Officer
BHE Canada Holdings Corporation Director
BHE Canada, LLC Manager (1)
BHE Canada, LLC Vice President & Treasurer
BHE Compression Services, LLC Manager (1)
BHE Compression Services, LLC Treasurer
BHE CS Holdings, LLC Manager (1)
BHE CS Holdings, LLC Treasurer
BHE Glacier Wind 1, LLC Senior Vice President & Chief Financial Officer
BHE Glacier Wind 2, LLC Manager (1)
BHE GT&S, LLC Manager (1)
BHE GT&S, LLC Senior Vice President & Chief Financial Officer
7
Haack, Calvin D. (continued) Title
BHE Infrastructure Group, LLC Manager (1)
BHE Infrastructure Group, LLC Senior Vice President & Chief Financial Officer
BHE Infrastructure Services, LLC Manager (1)
BHE Infrastructure Services, LLC Senior Vice President & Chief Financial Officer
BHE Investment Group LLC Manager (1)
BHE Investment Group LLC Senior Vice President & Chief Financial Officer
BHE Montana, LLC Manager (1)
BHE Pipeline Group, LLC Manager (1)
BHE Pipeline Group, LLC Senior Vice President & Chief Financial Officer
BHE Power Watch, LLC Manager (1)
BHE Rim Rock Wind, LLC Manager (1)
BHE Texas Transco, LLC Vice President & Treasurer
BHE Turbomachinery, LLC Manager (1)
BHE U.K. Electric, Inc. Director
BHE U.K. Electric, Inc. Vice President & Treasurer
BHE U.K. Inc. Director
BHE U.K. Inc. Vice President & Treasurer
BHE U.K. Power, Inc. Director
BHE U.K. Power, Inc. Vice President & Treasurer
BHE U.S. Transmission, LLC Manager (1)
BHE Wind Watch, LLC Manager (1)
BHEM Balancing Authority Services, LLC Manager (1)
CalEnergy Company, Inc. Director
CalEnergy Company, Inc. Vice President & Treasurer
CalEnergy Pacific Holdings Corp. Director
CalEnergy Pacific Holdings Corp. Vice President & Treasurer
California Utility HoldCo, LLC Manager (1)
California Utility HoldCo, LLC Vice President & Treasurer
Carolina Gas Services, Inc. Assistant Treasurer
Carolina Gas Transmission, LLC Assistant Treasurer
CE International Investments, Inc. Director
CE International Investments, Inc. Vice President & Treasurer
Cook Inlet Natural Gas Storage Alaska, LLC Vice President & Treasurer
Cove Point GP Holding Company, LLC Assistant Treasurer
Cove Point LNG, LP Assistant Treasurer
Dakota Dunes Development Company Director
Dakota Dunes Development Company Vice President & Treasurer
DCCO Inc. Director
DCCO Inc. Vice President & Treasurer
Eastern Energy Gas Holdings, LLC Assistant Treasurer
Eastern Energy Gas Holdings, LLC Manager (1)
Eastern Gas Transmission and Storage, Inc. Assistant Treasurer
Eastern Gathering and Processing, Inc. Assistant Treasurer
Eastern MLP Holding Company II, LLC Assistant Treasurer
Farmington Properties, Inc. Assistant Treasurer
IES Holding II, LLC Vice President & Treasurer
Iroquois GP Holding Company, LLC Assistant Treasurer
Iroquois, Inc. Assistant Treasurer
JAX LNG, LLC Assistant Treasurer
Kern River Gas Transmission Company Vice President & Treasurer
KR Holding, LLC Manager (1)
M & M Ranch Acquisition Company, LLC Manager (1)
M & M Ranch Acquisition Company, LLC Vice President & Treasurer
M & M Ranch Holding Company, LLC Manager (1)
M & M Ranch Holding Company, LLC Vice President & Treasurer
8
Haack, Calvin D. (continued) Title
Magma Netherlands B.V. Managing Director
Magma Netherlands B.V. Vice President & Treasurer
MEHC Investment, Inc. Director
MES Holding, LLC Manager (1)
MES Holding, LLC Vice President & Treasurer
MHC Inc. Director
MHC Inc. Vice President & Treasurer
MHC Investment Company Director
MHC Investment Company Vice President & Treasurer
MidAmerican Central California Transco, LLC Vice President & Treasurer
MidAmerican Energy Machining Services LLC Manager (1)
MidAmerican Energy Machining Services LLC Vice President & Treasurer
MidAmerican Funding, LLC Manager (1)
MidAmerican Funding, LLC Vice President & Treasurer
Midwest Capital Group Private Equity Holdings, LLC Manager (1)
Midwest Capital Group Private Equity Holdings, LLC Senior Vice President & Chief Financial Officer
Midwest Capital Group, Inc. Director
Midwest Capital Group, Inc. Vice President & Treasurer
Midwest Power Transmission Iowa, LLC Manager (1)
Midwest Power Transmission Iowa, LLC Vice President & Treasurer
Midwest Power Transmission Texas, LLC Manager (1)
Midwest Power Transmission Texas, LLC Vice President & Treasurer
Modular LNG Holdings, Inc. Assistant Treasurer
Montana Alberta Tie LP Inc. Director
Montana Alberta Tie US Holdings GP Inc. Director
MTL Canyon Holdings, LLC Vice President & Treasurer
NE Hub Partners, LLC Assistant Treasurer
NiCHe Storage Solutions, LLC Assistant Treasurer
NNGC Acquisition, LLC Manager (1)
Northern Natural Gas Company Director
Northern Powergrid Holdings Company Director
NVE Holdings, LLC Manager (1)
NVE Holdings, LLC Vice President & Treasurer
Pivotal JAX LNG, LLC Assistant Treasurer
Pivotal LNG, LLC Assistant Treasurer
PPW Holdings LLC Manager (1)
PPW Holdings LLC Vice President & Treasurer
Rev LNG SSL BC LLC Assistant Treasurer
Tioga Properties, LLC Assistant Treasurer
Tongonan Power Investment, Inc. Vice President & Treasurer
Visayas Geothermal Power Company Vice President & Treasurer
Western Capital Group Private Equity Holdings, LLC Manager (1)
Hocken, Natalie L.
Business Entity Title
AltaLink Management Ltd. Director
Berkshire Hathaway Energy Canada Foundation Member
Berkshire Hathaway Energy Company Senior Vice President, General Counsel & Corporate
Secretary
Berkshire Hathaway Energy Foundation Director
BHE America Transco, LLC Manager (1)
BHE America Transco, LLC President
BHE B Inc. Senior Vice President & General Counsel
9
Hocken, Natalie L. (continued)
BHE Canada Holdings Corporation Director
BHE Canada Holdings Corporation Executive Vice President & Secretary
BHE Canada, LLC Executive Vice President & General Counsel
BHE Canada, LLC Manager (1)
BHE Compression Services, LLC Manager (1)
BHE CS Holdings, LLC Manager (1)
BHE Glacier Wind 1, LLC Senior Vice President & General Counsel
BHE Glacier Wind 2, LLC Manager (1)
BHE Glacier Wind 2, LLC Senior Vice President
BHE GT&S, LLC Manager (1)
BHE GT&S, LLC Senior Vice President & General Counsel
BHE Infrastructure Group, LLC Manager (1)
BHE Infrastructure Group, LLC Senior Vice President & General Counsel
BHE Infrastructure Services, LLC Manager (1)
BHE Infrastructure Services, LLC Senior Vice President
BHE Investment Group LLC Manager (1)
BHE Investment Group LLC Senior Vice President
BHE Montana, LLC Manager (1)
BHE Montana, LLC Senior Vice President
BHE Pipeline Group, LLC Manager (1)
BHE Pipeline Group, LLC Senior Vice President & General Counsel
BHE Power Watch, LLC Manager (1)
BHE Power Watch, LLC Senior Vice President
BHE Rim Rock Wind, LLC Manager (1)
BHE Rim Rock Wind, LLC Senior Vice President
BHE Texas Transco, LLC Manager (1)
BHE Turbomachinery, LLC Manager (1)
BHE Turbomachinery, LLC Senior Vice President, General Counsel & Assistant
Secretary
BHE U.K. Electric, Inc. Director
BHE U.K. Electric, Inc. President
BHE U.K. Inc. Director
BHE U.K. Power, Inc. Director
BHE U.K. Power, Inc. President
BHE U.S. Transmission, LLC Manager (1)
BHE Wind Watch, LLC Manager (1)
BHE Wind Watch, LLC Senior Vice President
BHEM Balancing Authority Services, LLC Manager (1)
BHEM Balancing Authority Services, LLC Senior Vice President
CalEnergy Company, Inc. Senior Vice President & General Counsel
California Utility HoldCo, LLC Manager (1)
California Utility HoldCo, LLC President
Eastern Energy Gas Holdings, LLC Manager (1)
HomeServices of America, Inc. Director
Kern River Gas Transmission Company Director
KR Holding, LLC Manager (1)
KR Holding, LLC Vice President & Secretary
M & M Ranch Acquisition Company, LLC Manager (1)
M & M Ranch Acquisition Company, LLC President
M & M Ranch Holding Company, LLC Manager (1)
M & M Ranch Holding Company, LLC President
MEHC Investment, Inc. Director
MEHC Investment, Inc. Senior Vice President
10
Hocken, Natalie L. (continued)
MHC Inc. Director
MHC Inc. Senior Vice President, General Counsel & Assistant Secretary
MHC Investment Company Director
MidAmerican Central California Transco, LLC President
MidAmerican Energy Company Vice President
MidAmerican Funding, LLC Manager (1)
Midwest Capital Group Private Equity Holdings, LLC Manager (1)
Midwest Capital Group Private Equity Holdings, LLC Senior Vice President & General Counsel
Midwest Power Transmission Iowa, LLC Manager (1)
Midwest Power Transmission Iowa, LLC President
Midwest Power Transmission Texas, LLC Manager (1)
Midwest Power Transmission Texas, LLC President
Montana Alberta Tie LP Inc. Director
Montana Alberta Tie US Holdings GP Inc. Director
MTL Canyon Holdings, LLC Manager (1)
MTL Canyon Holdings, LLC President
NNGC Acquisition, LLC Manager (1)
Northern Natural Gas Company Director
NVE Holdings, LLC Manager (1)
NVE Insurance Company, Inc. Director
NVE Insurance Company, Inc. President
PPW Holdings LLC Manager (1)
Western Capital Group Private Equity Holdings, LLC Manager (1)
Western Capital Group Private Equity Holdings, LLC Senior Vice President & General Counsel
(1) For LLCs, a manager is the equivalent of a director.
11
I. B. Changes in Ownership
Changes in Successive Ownership Between the Regulated Utility and Affiliated Interest for the year ended
December 31, 2023
Refer to Exhibit 21 of the Berkshire Hathaway Inc. ("Berkshire Hathaway") Form 10-K (File No. 001-14905) for a
list of certain subsidiaries of Berkshire Hathaway Energy Company's parent company, Berkshire Hathaway, as of
December 31, 2023. Refer to Exhibit 21.1 of the Berkshire Hathaway Energy Company ("BHE") Form 10-K
(File No. 001-14881) for a list of certain subsidiaries of BHE as of December 31, 2023.
12
I. C. Affiliate Descriptions
A narrative description of each affiliated entity with which the regulated utility does business. State the factor(s)
giving rise to the affiliation.
Affiliated interests of PacifiCorp are defined by Oregon Revised Statutes 757.015, Revised Code of Washington
80.16.010 and California Public Utilities Commission Decision 97-12-088, as amended by Decision 98-08-035, as
having two or more officers or directors in common with PacifiCorp, or by meeting the ownership requirements of
five percent direct or indirect ownership.
In the ordinary course of business, PacifiCorp engaged in various transactions with several of its affiliated companies
during the year ended December 31, 2023. Services provided by PacifiCorp and charged to affiliates related primarily
to services provided under the Intercompany Administrative Services Agreement ("IASA") and mutual assistance
provided under the Intercompany Mutual Assistance Agreement ("IMAA") among Berkshire Hathaway Energy
Company ("BHE") and its affiliates, as well as wholesale energy supply and marketing activities, information
technology and administrative support services. Services provided by affiliates and charged to PacifiCorp related
primarily to coal mining, the transportation of natural gas and coal, wholesale energy purchases and transmission of
electricity, banking and lending services, materials and supplies, water supply, travel services, employee relocation
services and services provided under the IASA among BHE and its affiliates. Refer to section III. Loans for
information regarding the umbrella loan agreement between PacifiCorp and Pacific Minerals, Inc. Throughout this
report, the term "services" includes labor, overheads and related employee expenses.
Although PacifiCorp provided retail electricity services to certain affiliates within its service territory, such
transactions are excluded from this report because they are billed at tariff rates. Due to the volume and breadth of the
Berkshire Hathaway Inc. ("Berkshire Hathaway") family of companies, it is possible that employees of PacifiCorp
have made purchases from certain Berkshire Hathaway affiliates not listed here, and they have been reimbursed by
PacifiCorp for those purchases as a valid business expense. PacifiCorp does not believe those transactions would be
material individually or in aggregate.
The narrative descriptions below are as of December 31, 2023 and do not contemplate subsequent changes.
American Express Travel Related Services Company, Inc. ("American Express Travel") – At December 31,
2023, Berkshire Hathaway held a 20.80% ownership interest in American Express Company, which wholly owns
American Express Travel. American Express Company is a global services company whose principal products and
services are charge and credit card products and travel-related services to consumers and businesses around the world.
American Express Travel provided PacifiCorp travel arrangement services.
Anadarko Land Corporation ("Anadarko") – a wholly owned subsidiary of Occidental Petroleum Corporation
("Occidental"), in which Berkshire Hathaway held a 21.59% ownership interest at December 31, 2023. Occidental is
an international oil and gas exploration and production company. PacifiCorp pays rent to Anadarko for a monitoring
well.
Apple Inc. ("Apple") – At December 31, 2023, Berkshire Hathaway held a 5.89% ownership interest in Apple Inc.
Apple designs, manufactures and markets smartphones, personal computers, tablets, wearables and accessories, and
sells a variety of related services. In addition to its high-tech related activities, Apple owns several renewable electric
generation facilities primarily for Apple's use; however, Apple has received permission to sell its surplus electricity
into the marketplace at wholesale prices through spot transactions. PacifiCorp purchased wholesale energy from
Apple.
13
Bank of America Corporation ("B of A") – At December 31, 2023, Berkshire Hathaway held a 12.90% ownership
interest in Bank of America. B of A is a financial institution serving individual consumers, small- and middle-market
businesses, institutional investors, large corporations and governments with a full range of banking, investing, asset
management and other financial and risk management products and services. B of A provided underwriting and
lending services to PacifiCorp.
BNSF Railway Company ("BNSF") – an indirect wholly owned subsidiary of Berkshire Hathaway. BNSF operates
one of the largest railroad networks in North America. PacifiCorp has long-term coal transportation contracts with
BNSF, as well as right-of-way agreements.
The Coca-Cola Company ("Coca-Cola") – At December 31, 2023, Berkshire Hathaway held a 9.25% ownership
interest in Coca-Cola. Coca-Cola is a beverage company that owns, licenses and markets sparkling soft drinks, water,
enhanced water, sports drinks, juice, dairy and plant-based beverages, tea, coffee and energy drinks. Coca-Cola
provided beverage machine services to PacifiCorp.
Environment One Corporation ("Environment One") – an operating company of Precision Castparts Corp., which
is a wholly owned subsidiary of Berkshire Hathaway. Environment One is a manufacturer and provider of products
and services for sewer systems and instruments used by electric utilities to protect and optimize the performance of
assets. Environment One provided PacifiCorp with certain mechanical parts, supplies, and services used by
PacifiCorp's large thermal generation plants, including vacuum pumps, cloud chamber assemblies and collector
analysis, cleaning and repair.
FlightSafety International Inc. ("FlightSafety") – a wholly owned subsidiary of Berkshire Hathaway. FlightSafety
provided aviation training to PacifiCorp.
Marmon Utility LLC – a wholly owned subsidiary of Marmon Holdings, Inc. ("Marmon"), in which Berkshire
Hathaway held a 99.75% ownership interest at December 31, 2023. Marmon is an international association
of numerous manufacturing and service businesses in energy-related and other markets. Marmon subsidiary Marmon
Utility LLC provided PacifiCorp materials and supplies such as spacer cable systems as part of PacifiCorp's wildfire
mitigation program.
Moody's Investors Service ("Moody's") – At December 31, 2023, Berkshire Hathaway held a 13.48% ownership
interest in Moody's Corporation, which wholly owns Moody's. Moody's provided PacifiCorp with credit rating
services.
Mouser Electronics, Inc. ("Mouser") – a wholly owned subsidiary of TTI, Inc., which is a wholly owned subsidiary
of Berkshire Hathaway. Mouser is a globally authorized distributor of semiconductors and electronic components.
Mouser provided equipment to PacifiCorp.
NetJets Inc. ("NetJets") – a wholly owned subsidiary of Berkshire Hathaway. NetJets provided travel services to
PacifiCorp.
Berkshire Hathaway Energy Company – a consolidated subsidiary of Berkshire Hathaway. As of January 31, 2024,
Berkshire Hathaway owned 92% of BHE's voting common stock. The balance of BHE’s voting common stock is
privately held by a limited group of investors. BHE and its subsidiaries provided services to PacifiCorp under the
IASA. PacifiCorp also provided services to BHE and its subsidiaries under the IASA. Refer to section VII. Cost
Allocations for further discussion.
BHE AltaLink Ltd. ("AltaLink") – an indirect wholly owned subsidiary of BHE Canada, LLC and the indirect
parent company of AltaLink, L.P., a regulated electric transmission-only company headquartered in Alberta, Canada.
PacifiCorp provided services to AltaLink under the IASA.
BHE Montana, LLC ("BHE Montana") – a wholly owned subsidiary of BHE. BHE Montana is a renewable energy
platform that controls and operates two wind projects in Montana and provides solutions for clean energy management,
development, operations, and renewable energy integration in North America. PacifiCorp provided services to BHE
Montana under the IASA.
14
BHE Renewables, LLC ("BHE Renewables") – a wholly owned subsidiary of BHE. BHE Renewables was
developed to oversee unregulated solar, wind, hydro and geothermal projects. BHE Renewables provided services to
PacifiCorp under the IASA. PacifiCorp provided services to BHE Renewables under the IASA.
MidAmerican Energy Services, LLC ("MES") – an indirect wholly owned subsidiary of BHE Renewables. MES
is a nonregulated energy business consisting of competitive electricity and natural gas retail sales. PacifiCorp provided
services to MES under the IASA.
BHE Pipeline Group, LLC ("BHE Pipeline") – a wholly owned subsidiary of BHE. BHE Pipeline is comprised of
BHE’s interstate natural gas companies, Kern River Gas Transmission Company, Northern Natural Gas Company and
BHE GT&S, LLC. PacifiCorp provided services to BHE Pipeline under the IASA.
BHE Compression Services, LLC ("BHE Compression") – an indirect wholly owned subsidiary of BHE Pipeline.
BHE Compression provides natural gas compression services. PacifiCorp provided services to BHE Compression
under the IASA.
BHE GT&S, LLC ("BHE GT&S") – a wholly owned subsidiary of BHE Pipeline Group. BHE GT&S is an interstate
natural gas transmission and storage company that operates in the eastern United States. PacifiCorp provided services
to BHE GT&S under the IASA.
Kern River Gas Transmission Company ("Kern River") – an indirect wholly owned subsidiary of BHE Pipeline.
Kern River owns an interstate natural gas pipeline system that extends from supply areas in the Rocky Mountains to
consuming markets in Utah, Nevada, and California. Kern River's pipeline system consists of 1,700 miles of natural
gas pipelines. Kern River's transportation operations are subject to a regulated tariff that is on file with the Federal
Energy Regulatory Commission. Kern River provided transportation of natural gas to certain PacifiCorp generating
facilities in Utah and provided services to PacifiCorp under the IASA. PacifiCorp provided a temporary use permit
for workspace and services to Kern River under the IASA.
Northern Natural Gas Company ("Northern Natural") – an indirect wholly owned subsidiary of BHE Pipeline.
Northern Natural owns the largest interstate natural gas pipeline system in the United States, as measured by pipeline
miles, which reaches from west Texas to Michigan's Upper Peninsula. Northern Natural primarily transports and stores
natural gas for utilities, municipalities, gas marketing companies and industrial and commercial users. Northern
Natural provided services to PacifiCorp under the IASA. PacifiCorp also provided services to Northern Natural under
the IASA.
BHE Turbomachinery, LLC ("BHE Turbomachinery") – an indirect wholly owned subsidiary of BHE. BHE
Turbomachinery is primarily engaged in development of innovative pump, and pumped hydro energy storage,
technology design and hardware, which is one key component in integrated, intermittent, renewable energy generation
systems. PacifiCorp provided services to BHE Turbomachinery under the IASA.
BHE U.S. Transmission, LLC ("BTL") – a wholly owned subsidiary of BHE. BTL is engaged in various joint
ventures to develop, own and operate transmission assets and is pursuing additional investment opportunities in the
United States. PacifiCorp provided services to BTL under the IASA.
Electric Transmission Texas, LLC ("ETT") – a joint venture in which a wholly owned subsidiary of BTL holds a
50% ownership interest. ETT acquires, constructs, owns and operates electric transmission facilities within the Electric
Reliability Council of Texas. PacifiCorp provided services to ETT under the IASA.
MATL LLP ("MATL") – an indirect wholly owned subsidiary of BTL. MATL operates a merchant transmission
facility extending from Lethbridge, Alberta, Canada to Great Falls, Montana. PacifiCorp provided services to MATL
under the IASA.
MTL Canyon Holdings, LLC ("MTL") – a wholly owned subsidiary of BTL. MTL owns a 50% interest in
TransCanyon, LLC, an independent developer of electric transmission infrastructure for the western United States.
PacifiCorp provided services to MTL under the IASA.
15
HomeServices of America, Inc. ("HomeServices") – a wholly owned subsidiary of BHE. HomeServices is, through
its operating subsidiaries, a residential real estate brokerage firm whose services include relocation services and
provided such services to employees of PacifiCorp and its affiliates. PacifiCorp provided services to HomeServices
under the IASA.
MidAmerican Energy Company ("MEC") – an indirect wholly owned subsidiary of MidAmerican Funding, LLC.
MEC is principally engaged in the business of generating, transmitting, distributing and selling electricity, and in
distributing, selling and transporting natural gas. MEC provided services under the IASA and sold equipment to
PacifiCorp. PacifiCorp also provided services to MEC under the IASA.
Midwest Capital Group, Inc. ("MCG") – an indirect wholly owned subsidiary of MidAmerican Funding, LLC.
MCG holds a 100% interest in MHC Investment Company, as well as interests in other operating, financing and
development companies. PacifiCorp provided services to MCG under the IASA.
Northern Powergrid Holdings Company ("Northern Powergrid") – an indirect wholly owned subsidiary of BHE.
Northern Powergrid owns two companies that distribute electricity in Great Britain, Northern Powergrid (Northeast)
Limited and Northern Powergrid (Yorkshire) plc. Northern Powergrid also owns a meter asset rental business that
leases smart meters to energy suppliers in the United Kingdom and Ireland, an engineering contracting business that
provides electrical infrastructure contracting services primarily to third parties and a hydrocarbon exploration and
development business that is focused on developing integrated upstream gas projects in Europe and Australia.
PacifiCorp provided services to Northern Powergrid under the IASA.
NV Energy, Inc. ("NV Energy") – an indirect wholly owned subsidiary of BHE. NV Energy is an energy holding
company owning subsidiaries that are public utilities that are principally engaged in the business of generating,
transmitting, distributing and selling electricity and distributing, selling and transporting natural gas. NV Energy
provided services to PacifiCorp under the IASA. PacifiCorp provided services under the IASA and mutual aid services
under the IMAA to NV Energy.
Nevada Power Company ("Nevada Power") – a wholly owned subsidiary of NV Energy. Nevada Power is a
regulated electric utility company serving retail customers in Nevada. PacifiCorp purchased wholesale energy and
transmission services from Nevada Power and paid Nevada Power for its share of the costs to operate and maintain
and construct assets on the Harry Allen substation. Nevada Power also provided services to PacifiCorp under the
IASA. PacifiCorp sold wholesale energy and transmission services to Nevada Power. PacifiCorp also provided
services to Nevada Power under the IASA.
Sierra Pacific Power Company ("Sierra Pacific") – a wholly owned subsidiary of NV Energy. Sierra Pacific is a
regulated electric and natural gas utility company serving retail electric customers and retail and transportation natural
gas customers in Nevada. PacifiCorp purchased wholesale energy and transmission services from Sierra Pacific. Sierra
Pacific also provided services to PacifiCorp under the IASA. PacifiCorp sold transmission services to Sierra Pacific.
PacifiCorp also provided services to Sierra Pacific under the IASA.
PPW Holdings LLC – the holding company for PacifiCorp and a direct subsidiary of BHE. PacifiCorp pays dividends
to PPW Holdings LLC. PPW Holdings LLC remits income taxes on behalf of PacifiCorp to BHE.
Pacific Minerals, Inc. ("PMI") – a wholly owned subsidiary of PacifiCorp that owns 66.67% of Bridger Coal
Company, the coal mining joint venture with Idaho Energy Resources Company ("IERC"), a subsidiary of Idaho
Power Company. PMI is the entity that employs the individuals that work for Bridger Coal Company.
Bridger Coal Company ("Bridger Coal") – a coal mining joint venture 66.67% owned by PMI and 33.33% owned
by IERC. Bridger Coal jointly operates the Bridger surface mine to supply coal to the Jim Bridger generating facility,
which is 66.67% owned by PacifiCorp and 33.33% owned by Idaho Power Company. PacifiCorp provided information
technology and administrative services to Bridger Coal.
16
Trapper Mining Inc. – a cooperative in which, as of December 31, 2023, PacifiCorp held a 29.14% interest, the Salt
River Project Agricultural Improvement and Power District, an unaffiliated entity, held a 43.72% interest and the
Platte River Power Authority, an unaffiliated entity, held a 27.14% interest. Trapper Mining Inc. was formed to supply
coal to the Craig generating facility. The Craig generating facility is 19.28% owned by PacifiCorp. In addition to
Trapper Mining Inc. providing coal to PacifiCorp, two PacifiCorp employees served on the Trapper Mining Inc. board
of directors. PacifiCorp was compensated for this service.
PacifiCorp Foundation – an independent non-profit foundation created by PacifiCorp in 1988. PacifiCorp
Foundation supports the growth and vitality of the communities where PacifiCorp and its businesses have operations,
employees or interests. PacifiCorp Foundation operates as the Rocky Mountain Power Foundation and the Pacific
Power Foundation. PacifiCorp provided administrative services to the PacifiCorp Foundation.
Cottonwood Creek Consolidated Irrigation Company ("CCCIC") – a non-profit mutual irrigation company,
which is a privately owned water stock company. PacifiCorp holds approximately 23.73% of the outstanding water
stock in CCCIC. PacifiCorp paid annual assessment fees to CCCIC to help cover its operating and maintenance costs,
as well as other costs pertinent to conducting its business, in exchange for access to water used by PacifiCorp's Hunter
generating facility. PacifiCorp also previously made capital investments in CCCIC to ensure a long-term, firm water
supply for its Hunter generating facility.
Ferron Canal & Reservoir Company ("FCRC") – a non-profit mutual irrigation company, which is a privately
owned water stock company. PacifiCorp holds approximately 36.82% of the outstanding water stock in FCRC.
PacifiCorp paid annual assessment fees to FCRC to help cover its operating and maintenance costs, as well as other
costs pertinent to conducting its business, in exchange for access to water used by PacifiCorp's Hunter generating
facility. PacifiCorp also contracts additional water from FCRC, which is made available to the Hunter generating
facility through a long-term agreement between FCRC and PacifiCorp. The agreement calls for PacifiCorp to make
an annual payment to FCRC and in return, FCRC provides PacifiCorp up to 7,000 acre-feet of water.
Huntington Cleveland Irrigation Company ("HCIC") – a non-profit mutual irrigation company, which is a
privately owned water stock company. PacifiCorp holds approximately 34.12% of the outstanding water stock in
HCIC. PacifiCorp paid annual assessment fees to HCIC to help cover its operating and maintenance costs, as well as
other costs pertinent to conducting its business, in exchange for access to water used by PacifiCorp's Huntington
generating facility. PacifiCorp also previously made capital investments in HCIC to ensure a long-term, firm water
supply for its Huntington generating facility.
17
I. D. Financial Statements
Financial statements or trial balances of the affiliated entity for the year ended December 31, 2023, are included
in section II. Transactions.
18
II.Transactions
The following pages include the following information about services (1) rendered by the regulated utility to the
affiliate and vice versa:
•A description of the nature of the transactions
•Total charges or billings
•Information about the basis of pricing, cost of service, the margin of charges over costs, assets allocable
to the services and the overall rate of return on assets
Refer to the following page for a summary of the transactions included in this section.
Refer to Appendix A for a discussion of Oregon Public Utility Commission orders approving transactions with
affiliates.
Certain charges for services performed by PacifiCorp and affiliates under the Intercompany Administrative Services
Agreement are accumulated at the Berkshire Hathaway Energy Company ("BHE") level and then subsequently billed
to the benefiting entities. These charges are reflected in this report as transactions with BHE.
At times, consolidated and unconsolidated subsidiaries of PacifiCorp directly transact with one another. Additionally,
consolidated and unconsolidated subsidiaries of PacifiCorp may transact directly with BHE and its subsidiaries. As
PacifiCorp is not a party to these transactions, such transactions have been excluded from the tables presented on the
following pages and instead are disclosed in the footnotes to the tables.
Reimbursements of payments related to wages and benefits associated with transferred employees within the BHE
group are excluded from this report as they do not constitute "services" as required by this report.
(1)In section II. Transactions, the term "services" as used in the headers "PacifiCorp Received Services" and
"PacifiCorp Provided Services" encompasses both service and non-service transactions, which may include,
but is not limited to, goods, assets and fees.
19
Interest (1)PacifiCorp PacifiCorp PacifiCorp PacifiCorp
as of Received Provided Received Provided
Affiliated Entity 12/31/2023 Services Services Services Services
American Express Travel Related Services Company, Inc.20.80%-$ -$ 17,153$ -$
Anadarko Land Corporation 21.59%- - 250 -
Apple Inc.5.89%- - 321,651 -
Bank of America Corporation 12.90%- - 972,547 -
BNSF Railway Company 100.00%- - 23,908,886 -
The Coca-Cola Company 9.25%- - 15,680 -
Environment One Corporation 100.00%- - 22,941 -
FlightSafety International Inc.100.00%- - 53,401 -
Marmon Utility LLC 99.75%- - 17,022,890 -
Moody's Investors Service 13.48%- - 1,406,000 -
Mouser Electronics, Inc.100.00%- - 1,304 -
NetJets Inc.100.00%- - 410,792 -
Berkshire Hathaway Energy Company 92.00%153,604,260 24,727,078 - -
BHE AltaLink Ltd.100.00%- 313,089 - -
BHE Montana, LLC 100.00%- 18,305 - -
BHE Renewables, LLC 100.00%653 610,571 - -
MidAmerican Energy Services, LLC 100.00%- 40,770 - -
BHE Pipeline Group, LLC 100.00%- 651 - -
BHE Compression Services, LLC 100.00%- 6,033 - -
BHE GT&S, LLC 100.00%- 2,450,225 - -
Kern River Gas Transmission Company 100.00%50,176 267,253 3,114,296 38,717
Northern Natural Gas Company 100.00%675,585 1,619,652 - -
BHE TurboMachinery, LLC 100.00%- 2,873,287 - -
BHE U.S. Transmission, LLC 100.00%- 23,576 - -
Electric Transmission Texas, LLC 50.00%- 677 - -
MATL LLP 100.00%- 1,683 - -
MTL Canyon Holdings, LLC 100.00%- 62,287 - -
HomeServices of America, Inc.100.00%- 194,446 428,445 -
MidAmerican Energy Company 100.00%12,707,196 4,441,738 275,716 -
Midwest Capital Group, Inc.100.00%- 1 - -
Northern Powergrid Holdings Company 100.00%- 1,965,905 - -
NV Energy, Inc.100.00%4,410 3,424,808 - 252,846
Nevada Power Company 100.00%1,137,168 601,155 1,964,040 394,857
Sierra Pacific Power Company 100.00%160,665 367,376 65,933 51,858
PPW Holdings LLC 100.00%- - - -
Pacific Minerals, Inc.100.00%- - - -
Bridger Coal Company 66.67%- - 114,710,969 2,342,670
Trapper Mining Inc.29.14%- - 24,158,408 6,853
PacifiCorp Foundation 0%- - - 155,017
Cottonwood Creek Consolidated Irrigation Company 23.73%- - 339,428 -
Ferron Canal & Reservoir Company 36.82%- - 1,148,580 -
Huntington Cleveland Irrigation Company 34.12%- - 581,140 -
Total Affiliated Services by Category 168,340,113$ 44,010,566$ 190,940,450$ 3,242,818$
(1)Reflects ownership interest by Berkshire Hathaway Inc., Berkshire Hathaway Energy or PacifiCorp.
(2)Intercompany Administrative Services Agreement
Summary of section II. Transactions for the year ended December 31, 2023
Services provided
pursuant to the IASA (2)
Ownership
Non-IASA goods and services
20
PacifiCorp PacifiCorp
Account Description Received Services Provided Services
Travel arrangement services 17,153$ -$
Total 17,153$ -$
Basis of pricing (a)N/A
Cost of service (a)N/A
The margin of charges over costs (a)N/A
Assets allocable to the services (a)N/A
The overall rate of return on assets (a)N/A
(a)
American Express Travel Related Services Company,Inc.is not a public company,and its financial
statements are not available.The financial statements of its parent company, American Express Company,
are included.For further information on the following financial statements,refer to American Express
Company's Form 10-K for the year ended December 31, 2023 (File No. 001-7657) at www.sec.gov.
American Express Travel Related Services Company, Inc.
Affiliated Transactions
For the year ended December 31, 2023
American Express Travel Related Services Company,Inc.provides services to PacifiCorp in the normal course of business at
standard pricing.
21
American Express Company
CONSOLIDATED STATEMENTS OF INCOME
Year Ended December 31 (Millions, except per share amounts)2023 2022 2021
Revenues
Non-interest revenues
Discount revenue $ 33,416 $ 30,739 $ 24,563
Net card fees 7,255 6,070 5,195
Service fees and other revenue 5,005 4,521 3,316
Processed revenue 1,705 1,637 1,556
Total non-interest revenues 47,381 42,967 34,630
Interest income
Interest on loans 17,697 11,967 8,850
Interest and dividends on investment securities 128 96 83
Deposits with banks and other 2,158 595 100
Total interest income 19,983 12,658 9,033
Interest expense
Deposits 4,865 1,527 458
Long-term debt and other 1,984 1,236 825
Total interest expense 6,849 2,763 1,283
Net interest income 13,134 9,895 7,750
Total revenues net of interest expense 60,515 52,862 42,380
Provisions for credit losses
Card Member receivables 880 627 (73)
Card Member loans 3,839 1,514 (1,155)
Other 204 41 (191)
Total provisions for credit losses 4,923 2,182 (1,419)
Total revenues net of interest expense after provisions for credit losses 55,592 50,680 43,799
Expenses
Card Member rewards 15,367 14,002 11,007
Business development 5,657 4,943 3,762
Card Member services 3,968 2,959 1,993
Marketing 5,213 5,458 5,291
Salaries and employee benefits 8,067 7,252 6,240
Other, net 6,807 6,481 4,817
Total expenses 45,079 41,095 33,110
Pretax income 10,513 9,585 10,689
Income tax provision 2,139 2,071 2,629
Net income $ 8,374 $ 7,514 $ 8,060
Earnings per Common Share (a)
Basic $ 11.23 $ 9.86 $ 10.04
Diluted $ 11.21 $ 9.85 $ 10.02
Average common shares outstanding for earnings per common share:
Basic 735 751 789
Diluted 736 752 790
(a) Represents net income less (i) earnings allocated to participating share awards of $64 million, $57 million and $56 million for the years ended December 31,
2023, 2022 and 2021, respectively, (ii) dividends on preferred shares of $58 million, $57 million and $71 million for the years ended December 31, 2023,
2022 and 2021, respectively, and (iii) equity-related adjustments of $16 million related to the redemption of preferred shares for the year ended December
31, 2021.
22
American Express Company
CONSOLIDATED BALANCE SHEETS
December 31 (Millions, except share data)2023 2022
Assets
Cash and cash equivalents
Cash and due from banks (includes restricted cash of consolidated variable interest entities: 2023, nil; 2022, $5)$ 7,118 $ 5,510
Interest-bearing deposits in other banks (includes securities purchased under resale agreements: 2023, nil; 2022, $318)39,312 28,097
Short-term investment securities (includes restricted investments of consolidated variable interest entities: 2023,
$66; 2022, $54)166 307
Total cash and cash equivalents (includes restricted cash: 2023, $514; 2022, $544)46,596 33,914
Card Member receivables (includes gross receivables available to settle obligations of a consolidated variable
interest entity: 2023, $4,587; 2022, $5,193), less reserves for credit losses: 2023, $174; 2022, $229 60,237 57,384
Card Member loans (includes gross loans available to settle obligations of a consolidated variable interest entity:
2023, $28,590; 2022, $28,461), less reserves for credit losses: 2023, $5,118; 2022, $3,747 120,877 104,217
Other loans, less reserves for credit losses: 2023, $126; 2022, $59 6,960 5,357
Investment securities 2,186 4,578
Premises and equipment, less accumulated depreciation and amortization: 2023, $9,911; 2022, $9,850 5,138 5,215
Other assets, less reserves for credit losses: 2023, $27; 2022, $22 19,114 17,689
Total assets $ 261,108 $ 228,354
Liabilities and Shareholders’ Equity
Liabilities
Customer deposits $ 129,144 $ 110,239
Accounts payable 13,109 12,133
Short-term borrowings 1,293 1,348
Long-term debt (includes debt issued by consolidated variable interest entities: 2023, $13,426; 2022, $12,662)47,866 42,573
Other liabilities 41,639 37,350
Total liabilities $ 233,051 $ 203,643
Contingencies and Commitments
Shareholders’ Equity
Preferred shares, $1.662/3 par value, authorized 20 million shares; issued and outstanding 1,600 shares as of
December 31, 2023 and 2022 — —
Common shares, $0.20 par value, authorized 3.6 billion shares; issued and outstanding 723 million shares as of
December 31, 2023 and 743 million shares as of December 31, 2022 145 149
Additional paid-in capital 11,372 11,493
Retained earnings 19,612 16,279
Accumulated other comprehensive income (loss)(3,072) (3,210)
Total shareholders’ equity 28,057 24,711
Total liabilities and shareholders’ equity $ 261,108 $ 228,354
23
PacifiCorp PacifiCorp
Account Description Received Services Provided Services
Rent 250$ -$
Total 250$ -$
Basis of pricing (a)N/A
Cost of service (a)N/A
The margin of charges over costs (a)N/A
Assets allocable to the services (a)N/A
The overall rate of return on assets (a)N/A
(a)
Anadarko Land Corporation
Affiliated Transactions
For the year ended December 31, 2023
Anadarko Land Corporation provides services to PacifiCorp in the normal course of business at standard pricing.
Anadarko Land Corporation is not a public company,and its financial statements are not available.The
financial statements of its parent company, Occidental Petroleum Corporation,are included.For further
information on the following financial statements,refer to Occidental Petroleum Corporation's Form 10-K
for the year ended December 31, 2023 (File No. 001-9210) at www.sec.gov.
24
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27
~
C .X Y ........,
PacifiCorp PacifiCorp
Account Description Received Services Provided Services
Wholesale energy purchases 321,651$ -$
Total 321,651$ -$
Basis of pricing (a)N/A
Cost of service (a)N/A
The margin of charges over costs (a)N/A
Assets allocable to the services (a)N/A
The overall rate of return on assets (a)N/A
(a)
For further information on the following financial statements,refer to Apple Inc.'s Form 10-K for the year
ended September 30, 2023 (File No. 001-36743) at www.sec.gov.
Apple Inc.
Affiliated Transactions
For the year ended December 31, 2023
Wholesale energy purchases are priced at a tariff rate on file with the Oregon Public Utility Commission.
28
Apple Inc.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except number of shares, which are reflected in thousands, and per-share amounts)
Years ended
September 30,
2023
September 24,
2022
September 25,
2021
Net sales:
Products $ 298,085 $ 316,199 $ 297,392
Services 85,200 78,129 68,425
Total net sales 383,285 394,328 365,817
Cost of sales:
Products 189,282 201,471 192,266
Services 24,855 22,075 20,715
Total cost of sales 214,137 223,546 212,981
Gross margin 169,148 170,782 152,836
Operating expenses:
Research and development 29,915 26,251 21,914
Selling, general and administrative 24,932 25,094 21,973
Total operating expenses 54,847 51,345 43,887
Operating income 114,301 119,437 108,949
Other income/(expense), net (565)(334)258
Income before provision for income taxes 113,736 119,103 109,207
Provision for income taxes 16,741 19,300 14,527
Net income $ 96,995 $ 99,803 $ 94,680
Earnings per share:
Basic $ 6.16 $ 6.15 $ 5.67
Diluted $ 6.13 $ 6.11 $ 5.61
Shares used in computing earnings per share:
Basic 15,744,231 16,215,963 16,701,272
Diluted 15,812,547 16,325,819 16,864,919
29
September 30,
2023
September 24,
2022
ASSETS:
Current assets:
Cash and cash equivalents $ 29,965 $ 23,646
Marketable securities 31,590 24,658
Accounts receivable, net 29,508 28,184
Vendor non-trade receivables 31,477 32,748
Inventories 6,331 4,946
Other current assets 14,695 21,223
Total current assets 143,566 135,405
Non-current assets:
Marketable securities 100,544 120,805
Property, plant and equipment, net 43,715 42,117
Other non-current assets 64,758 54,428
Total non-current assets 209,017 217,350
Total assets $ 352,583 $ 352,755
LIABILITIES AND SHAREHOLDERS’ EQUITY:
Current liabilities:
Accounts payable $ 62,611 $ 64,115
Other current liabilities 58,829 60,845
Deferred revenue 8,061 7,912
Commercial paper 5,985 9,982
Term debt 9,822 11,128
Total current liabilities 145,308 153,982
Non-current liabilities:
Term debt 95,281 98,959
Other non-current liabilities 49,848 49,142
Total non-current liabilities 145,129 148,101
Total liabilities 290,437 302,083
Commitments and contingencies
Shareholders’ equity:
Common stock and additional paid-in capital, $0.00001 par value: 50,400,000 shares
authorized; 15,550,061 and 15,943,425 shares issued and outstanding, respectively 73,812 64,849
Accumulated deficit (214) (3,068)
Accumulated other comprehensive loss (11,452) (11,109)
Total shareholders’ equity 62,146 50,672
Total liabilities and shareholders’ equity $ 352,583 $ 352,755
Apple Inc.
CONSOLIDATED BALANCE SHEETS
(In millions, except number of shares, which are reflected in thousands, and par value)
30
PacifiCorp
Account Description Provided Services
Underwriting services (a)-$
Banking services (b)-
Total -$
Basis of pricing (a)(b)N/A
Cost of service (a)(b)N/A
The margin of charges over costs (a)(b)N/A
Assets allocable to the services (a)(b)N/A
The overall rate of return on assets (a)(b)N/A
(a)
(b)
Bank of America Corporation
Affiliated Transactions
For the year ended December 31, 2023
Bank of America Corporation provides lending services to PacifiCorp in the normal course of business at standard pricing for
certain transactions and at negotiated rates below standard pricing for certain transactions.
For further information on the following financial statements,refer to Bank of America Corporation's Form
10-K for the year ended December 31, 2023 (File No. 001-6523) at www.sec.gov.
972,547$
297,547
675,000$
Underwriting fees were determined at a rate equal to other underwriters involved in the bond offering, at market rates or better.
PacifiCorp
Received Services
31
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33
PacifiCorp PacifiCorp
Account Description Received Services Provided Services
Rail services 23,778,710$ -$
Right-of-way fees 130,176 -
Total 23,908,886$ -$
Basis of pricing (a)N/A
Cost of service (a)N/A
The margin of charges over costs (a)N/A
Assets allocable to the services (a)N/A
The overall rate of return on assets (a)N/A
(a)
For further information on the following financial statements,refer to BNSF Railway Company's
Consolidated Financial Statements for the year ended December 31, 2023 at www.bnsf.com.
BNSF Railway Company
Affiliated Transactions
For the year ended December 31, 2023
Rail services are based on negotiated prices under long-term contracts.Right-of-way fees are based on factors such as square
footage.
34
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36
PacifiCorp PacifiCorp
Account Description Received Services Provided Services
Beverage machine services 15,680$ -$
Total 15,680$ -$
Basis of pricing (a)N/A
Cost of service (a)N/A
The margin of charges over costs (a)N/A
Assets allocable to the services (a)N/A
The overall rate of return on assets (a)N/A
(a)
For further information on the following financial statements,refer to The Coca-Cola Company's Form 10-
K for the year ended December 31, 2023 (File No. 001-02217) at www.sec.gov.
The Coca-Cola Company
Affiliated Transactions
For the year ended December 31, 2023
The Coca-Cola Company provides services to PacifiCorp in the normal course of business at standard pricing.
37
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38
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39
PacifiCorp PacifiCorp
Account Description Received Services Provided Services
Equipment parts 22,941$ -$
Total 22,941$ -$
Basis of pricing (a)N/A
Cost of service (a)N/A
The margin of charges over costs (a)N/A
Assets allocable to the services (a)N/A
The overall rate of return on assets (a)N/A
(a)
Environment One is not a public company, and its financial statements are not available.
Environment One Corporation
Affiliated Transactions
For the year ended December 31, 2023
Environment One provides services to PacifiCorp in the normal course of business at standard pricing.
40
PacifiCorp PacifiCorp
Account Description Received Services Provided Services
Aviation training 53,401$ -$
Total 53,401$ -$
Basis of pricing (a)N/A
Cost of service (a)N/A
The margin of charges over costs (a)N/A
Assets allocable to the services (a)N/A
The overall rate of return on assets (a)N/A
(a)
FlightSafety International Inc. is not a public company, and its financial statements are not available.
FlightSafety International Inc. provides services to PacifiCorp in the normal course of business at standard pricing.
FlightSafety International Inc.
Affiliated Transactions
For the year ended December 31, 2023
41
Marmon Utility LLC
PacifiCorp PacifiCorp
Account Description Received Services Provided Services
Materials 17,022,890$ -$
Total 17,022,890$ -$
Basis of pricing (a)N/A
Cost of service (a)N/A
The margin of charges over costs (a)N/A
Assets allocable to the services (a)N/A
The overall rate of return on assets (a)N/A
(a)
Marmon Utility LLC is not a public company, and its financial statements are not available.
Affiliated Transactions
For the year ended December 31, 2023
Marmon Utility LLC provides PacifiCorp materials and supplies such as spacer cable systems as part of PacifiCorp’s wildfire
mitigation program pursuant to a Master Materials Supply Contract.
42
PacifiCorp PacifiCorp
Account Description Received Services Provided Services
Credit rating services 1,406,000$ -$
Total 1,406,000$ -$
Basis of pricing (a)N/A
Cost of service (a)N/A
The margin of charges over costs (a)N/A
Assets allocable to the services (a)N/A
The overall rate of return on assets (a)N/A
(a)
Moody's Investors Service is not a public company,and its financial statements are not available.The
financial statements of its parent company,Moody's Corporation,are included.For further information on
the following financial statements,refer to Moody's Corporation's Form 10-K for the year ended December
31, 2023 (File No. 001-14037) at www.sec.gov.
Moody's Investors Service
Affiliated Transactions
For the year ended December 31, 2023
Moody's Investors Service provides services to PacifiCorp in the normal course of business at standard pricing.
43
MOODY’S CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in millions, except per share data)
Year Ended December 31,
2023 2022 2021
Revenue $ 5,916 $ 5,468 $ 6,218
Expenses
Operating 1,687 1,613 1,637
Selling, general and administrative 1,632 1,527 1,480
Depreciation and amortization 373 331 257
Restructuring 87 114 —
Total expenses 3,779 3,585 3,374
Operating income 2,137 1,883 2,844
Non-operating (expense) income, net
Interest expense, net (251) (231) (171)
Other non-operating income, net 49 38 82
Gain on extinguishment of debt — 70 —
Non-operating (expense) income, net (202) (123) (89)
Income before provision for income taxes 1,935 1,760 2,755
Provision for income taxes 327 386 541
Net income 1,608 1,374 2,214
Less: Net income attributable to noncontrolling interests 1 — —
Net income attributable to Moody’s $ 1,607 $ 1,374 $ 2,214
Earnings per share
Basic $ 8.77 $ 7.47 $ 11.88
Diluted $ 8.73 $ 7.44 $ 11.78
Weighted average shares outstanding
Basic 183.2 183.9 186.4
Diluted 184.0 184.7 187.9
44
MOODY’S CORPORATION
CONSOLIDATED BALANCE SHEETS
(Amounts in millions, except share and per share data)
December 31,
2023 2022
ASSETS
Current assets:
Cash and cash equivalents $2,130$ 1,769
Short-term investments 63 90
Accounts receivable, net of allowances for credit losses of $35 in 2023 and $40 in 2022 1,659 1,652
Other current assets 489 583
Total current assets 4,341 4,094
Property and equipment, net of accumulated depreciation of $1,272 in 2023 and $1,123 in 2022 603 502
Operating lease right-of-use assets 277 346
Goodwill 5,956 5,839
Intangible assets, net 2,049 2,210
Deferred tax assets, net 258 266
Other assets 1,138 1,092
Total assets $14,622$ 14,349
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities $1,076$1,011
Current portion of operating lease liabilities 108 106
Deferred revenue 1,316 1,258
Total current liabilities 2,500 2,375
Non-current portion of deferred revenue 65 75
Long-term debt 7,001 7,389
Deferred tax liabilities, net 402 457
Uncertain tax positions 196 322
Operating lease liabilities 306 368
Other liabilities 676 674
Total liabilities 11,146 11,660
Contingencies
Shareholders’ equity:
Preferred stock, par value $.01 per share; 10,000,000 shares authorized; no shares issued and
outstanding ——
Series common stock, par value $.01 per share; 10,000,000 shares authorized; no shares issued and
outstanding ——
Common stock, par value $.01 per share; 1,000,000,000 shares authorized; 342,902,272 shares
issued at December 31, 2023 and December 31, 2022, respectively.3 3
Capital surplus 1,228 1,054
Retained earnings 14,659 13,618
Treasury stock, at cost; 160,430,754 and 159,702,362 shares of common stock at December 31, 2023
and December 31, 2022, respectively (12,005)(11,513)
Accumulated other comprehensive loss (567)(643)
Total Moody’s shareholders’ equity 3,318 2,519
Noncontrolling interests 158 170
Total shareholders’ equity 3,476 2,689
Total liabilities and shareholders’ equity $ 14,622 $ 14,349
45
PacifiCorp PacifiCorp
Account Description Received Services Provided Services
Equipment 1,304$ -$
Total 1,304$ -$
Basis of pricing (a)N/A
Cost of service (a)N/A
The margin of charges over costs (a)N/A
Assets allocable to the services (a)N/A
The overall rate of return on assets (a)N/A
(a)
Mouser Electronics, Inc.
Affiliated Transactions
For the year ended December 31, 2023
Mouser Electronics, Inc. provides services to PacifiCorp in the normal course of business at standard pricing.
Mouser Electronics, Inc. is not a public company, and its financial statements are not available.
46
PacifiCorp PacifiCorp
Account Description Received Services Provided Services
Travel services 410,792$ -$
Total 410,792$ -$
Basis of pricing (a)N/A
Cost of service (a)N/A
The margin of charges over costs (a)N/A
Assets allocable to the services (a)N/A
The overall rate of return on assets (a)N/A
(a)
NetJets Inc. is not a public company, and its financial statements are not available.
NetJets Inc.
Affiliated Transactions
For the year ended December 31, 2023
NetJets Inc. provides services to PacifiCorp in the normal course of business at standard pricing.
47
Account Description
Services under the Intercompany Administrative
Services Agreement ("IASA")
Total
Basis of pricing
Cost of service
The margin of charges over costs
Assets allocable to the services
The overall rate of return on assets
(a)
The following items are excluded from the table above:
•
For further information on the following financial statements,refer to Berkshire Hathaway Energy
Company's Form 10-K for the year ended December 31, 2023 (File No.001-14881)at www.sec.gov.
PacifiCorp is included in the following financial statements as a consolidated subsidiary of BHE.
(a)
(a)
(a)
(a)
None
None
None
None
Services are performed under the IASA.Direct charges are calculated as described in Article 4(a)(i)of the attached IASA.Refer
to Section VII for discussion of amounts that were based on allocation factors.The amount in the table above reflects the cost of
the services.
PacifiCorp is party to an income tax-sharing arrangement and is part of the Berkshire Hathaway Inc.
consolidated United States federal income tax return.For certain state income taxes,PacifiCorp is part of
BHE's combined or consolidated state income tax returns.PacifiCorp's provision for income taxes has been
computed on a stand-alone basis.PacifiCorp remits federal and certain state income tax payments to PPW
Holdings LLC.PPW Holdings LLC then remits income tax payments to BHE,and BHE remits any federal
income tax payments to Berkshire Hathaway Inc. Under this arrangement, at December 31, 2023,
PacifiCorp had an intercompany tax receivable of $117,133,786,and Pacific Minerals,Inc. had an
intercompany tax payable of $2,805,184.
None
None
Services provided by BHE to Bridger Coal in the amount of $1,655.
For the year ended December 31, 2023
Affiliated Transactions
Berkshire Hathaway Energy Company
153,604,260$ 24,727,078$
153,604,260$ 24,727,078$
PacifiCorp PacifiCorp
Received Services Provided Services
48
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51
Account Description
Services under the Intercompany Administrative
Services Agreement ("IASA")
Total
Basis of pricing
Cost of service
The margin of charges over costs
Assets allocable to the services
The overall rate of return on assets
(a)
Received Services Provided Services
BHE AltaLink Ltd.
Affiliated Transactions
For the year ended December 31, 2023
PacifiCorp PacifiCorp
N/A (a)
-$ 313,089$
-$ 313,089$
N/A None
Services are performed under the IASA.Direct charges are calculated as described in Article 4(a)(i)of the attached IASA.Refer
to Section VII for discussion of amounts that were based on allocation factors.The amount in the table above reflects the cost of
the services.
For further information on the following financial statements,refer to the AltaLink,L.P.Financial
Statements for the year ended December 31, 2023, at www.brkenergy.com.
N/A (a)
N/A None
N/A None
52
SStatement of Financial Position
As at
December 31, December 31,
2023 2022
(in thousands of dollars)
ASSETS
Current
Cash $ 6,783 $ 62
Trade and other receivables 189,614 115,863
196,397 115,925
Non-current
Goodwill 202,066 202,066
Intangible assets 277,946 279,287
Property, plant, and equipment 8,002,114 8,042,951
Third party deposits 61,733 60,365
Other non-current assets 1,277,046 1,197,158
$ 10,017,302 $ 9,897,752
LIABILITIES AND PARTNERS' EQUITY
Current
Trade and other payables $ 121,502 $ 101,058
Commercial paper and bank credit facilities 129,000 122,665
Long-term debt maturing in less than one year 350,000 500,000
Current portion of deferred revenue 57,917 56,068
658,419 779,791
Non-current
Long-term debt 4,372,392 4,224,376
Deferred revenue 1,074,025 1,051,599
Third party deposits liability 61,733 60,365
Lease liabilities 46,611 48,714
Other non-current liabilities 34,797 36,031
6,247,977 6,200,876
Commitments and contingencies
Partners' equity
AltaLink, L.P. equity 3,752,866 3,680,355
Non-controlling interests 16,459 16,521
3,769,325 3,696,876
$ 10,017,302 $ 9,897,752
CONSOLIDATED FINANCIAL STATEMENTS AltaLink, L.P.
53
~ ~■•a I ■ a ■ !!e ~Ai.iALii"il\
"1111111111111 A BERKSHIRE HATHAWAY ENERGY COMPANY
Year ended
December 31, December 31,
2023 2022
(in thousands of dollars)
Revenue
Operations $ 976,483 $ 952,778
Other 39,199 36,255
1,015,682 989,033
Expenses
Operating (104,776) (100,617)
Property taxes, salvage and other (111,582) (98,446)
Depreciation and amortization (293,918) (286,966)
(510,276) (486,029)
Operating income 505,406 503,004
Finance costs (197,222) (188,907)
Loss on disposal of assets (8,384) (3,232)
Income before non-controlling interests $ 299,800 $ 310,865
Non-controlling interests (1,651) (1,690)
Net income $ 298,149 $ 309,175
Other comprehensive income
Actuarial (loss) gain (325)2,074
Comprehensive income $ 297,824 $ 311,249
CONSOLIDATED FINANCIAL STATEMENTS AltaLink, L.P.
SStatement of Comprehensive Income
54
~ ~■•a I ■ a ■ !!e ~Ai.iALii"il\
"1111111111111 A BERKSHIRE HATHAWAY ENERGY COMPANY
Account Description
Services under the Intercompany Administrative
Services Agreement ("IASA")
Total
Basis of pricing
Cost of service
The margin of charges over costs
Assets allocable to the services
The overall rate of return on assets
(a)
Refer to the financial statements of Berkshire Hathaway Energy Company,the parent company of BHE
Montana, LLC.
-$ 18,305$
-$ 18,305$
N/A
N/A
N/A
N/A
N/A
Services are performed under the IASA.Direct charges are calculated as described in Article 4(a)(i)of the attached IASA.Refer
to Section VII for discussion of amounts that were based on allocation factors.The amount in the table above reflects the cost of
the services.
(a)
(a)
None
None
None
Received Services Provided Services
BHE Montana, LLC
Affiliated Transactions
For the year ended December 31, 2023
PacifiCorp PacifiCorp
55
Account Description
Services under the Intercompany Administrative
Services Agreement ("IASA")
Total
Basis of pricing
Cost of service
The margin of charges over costs
Assets allocable to the services
The overall rate of return on assets
(a)
Received Services Provided Services
BHE Renewables, LLC
Affiliated Transactions
For the year ended December 31, 2023
PacifiCorp PacifiCorp
(a)
653$ 610,571$
653$ 610,571$
(a)
Refer to the financial statements of Berkshire Hathaway Energy Company,the parent company of BHE
Renewables, LLC.
Services are performed under the IASA.Direct charges are calculated as described in Article 4(a)(i)of the attached IASA.Refer
to Section VII for discussion of amounts that were based on allocation factors.The amount in the table above reflects the cost of
the services.
(a)
None
None
None
(a)
None
None
None
56
Account Description
Services under the Intercompany Administrative
Services Agreement ("IASA")
Total
Basis of pricing
Cost of service
The margin of charges over costs
Assets allocable to the services
The overall rate of return on assets
(a)
N/A (a)
N/A None
N/A None
N/A None
Services are performed under the IASA.Direct charges are calculated as described in Article 4(a)(i)of the attached IASA.Refer
to Section VII for discussion of amounts that were based on allocation factors.The amount in the table above reflects the cost of
the services.
Refer to the financial statements of Berkshire Hathaway Energy Company,the indirect parent company of
MidAmerican Energy Services, LLC.
-$ 40,770$
-$ 40,770$
N/A (a)
Received Services Provided Services
MidAmerican Energy Services, LLC
Affiliated Transactions
For the year ended December 31, 2023
PacifiCorp PacifiCorp
57
Account Description
Services under the Intercompany Administrative
Services Agreement ("IASA")
Total
Basis of pricing
Cost of service
The margin of charges over costs
Assets allocable to the services
The overall rate of return on assets
(a)
Refer to the financial statements of Berkshire Hathaway Energy Company,the parent company of BHE
Pipeline Group, LLC.
-$ 651$
-$ 651$
N/A
N/A
N/A
N/A
N/A
Services are performed under the IASA.Direct charges are calculated as described in Article 4(a)(i)of the attached IASA.Refer
to Section VII for discussion of amounts that were based on allocation factors.The amount in the table above reflects the cost of
the services.
(a)
(a)
None
None
None
Received Services Provided Services
BHE Pipeline Group, LLC
Affiliated Transactions
For the year ended December 31, 2023
PacifiCorp PacifiCorp
58
Account Description
Services under the Intercompany Administrative
Services Agreement ("IASA")
Total
Basis of pricing
Cost of service
The margin of charges over costs
Assets allocable to the services
The overall rate of return on assets
(a)
Received Services Provided Services
BHE Compression Services, LLC
Affiliated Transactions
For the year ended December 31, 2023
PacifiCorp PacifiCorp
-$ 6,033$
-$ 6,033$
N/A (a)
N/A None
Services are performed under the IASA.Direct charges are calculated as described in Article 4(a)(i)of the attached IASA.Refer
to Section VII for discussion of amounts that were based on allocation factors.The amount in the table above reflects the cost of
the services.
Refer to the financial statements of Berkshire Hathaway Energy Company,the indirect parent company of
BHE Compression Services, LLC.
N/A (a)
N/A None
N/A None
59
Account Description
Services under the Intercompany Administrative
Services Agreement ("IASA")
Total
Basis of pricing
Cost of service
The margin of charges over costs
Assets allocable to the services
The overall rate of return on assets
(a)
N/A None
Services are performed under the IASA.Direct charges are calculated as described in Article 4(a)(i)of the attached IASA.Refer
to Section VII for discussion of amounts that were based on allocation factors.The amount in the table above reflects the cost of
the services.
Refer to the financial statements of Berkshire Hathaway Energy Company,the indirect parent company of
BHE GT&S, LLC.
N/A (a)
N/A None
N/A None
-$ 2,450,225$
-$ 2,450,225$
N/A (a)
BHE GT&S, LLC
Affiliated Transactions
For the year ended December 31, 2023
PacifiCorp PacifiCorp
Received Services Provided Services
60
Account Description
Natural gas transportation services (a)
Temporary use permit (b)-
Services under the Intercompany Administrative
Services Agreement ("IASA") (c)
Total
Basis of pricing (a)(c)(b)(c)
Cost of service (a)(c)(b)(c)
The margin of charges over costs (a)None (b)None
Assets allocable to the services (a)None (b)None
The overall rate of return on assets (a)None (b)None
(a)
(b)
(c)
3,114,296$ -$
Received Services Provided Services
38,717
Kern River Gas Transmission Company
Affiliated Transactions
For the year ended December 31, 2023
PacifiCorp PacifiCorp
Natural gas transportation services are priced at a tariff rate on file with the Federal Energy Regulatory Commission ("FERC"),
or as priced in a negotiated rate transportation service agreement filed with and approved by the FERC.
Services are performed under the IASA.Direct charges are calculated as described in Article 4(a)(i)of the attached IASA.Refer
to Section VII for discussion of amounts that were based on allocation factors.The amount in the table above reflects the cost of
the services.
50,176$ 267,253$
3,164,472$ 305,970$
For further information on the following financial statements,refer to the Kern River Gas Transmission
Company FERC Form 2 for the year ended December 31, 2023 at elibrary.ferc.gov.
PacifiCorp is providing Kern River with the use of PacifiCorp owned real estate as a temporary workspace for construction of a
new pipeline segment.This amount is consistent with the market value and other use agreements that PacifiCorp has entered into
that do not interfere with the current or future use of the property as transmission corridor lands.
61
62
I I I I I I
~
-
-
-
63
I I I
-
Account Description
Services under the Intercompany Administrative
Services Agreement ("IASA")
Total
Basis of pricing
Cost of service
The margin of charges over costs
Assets allocable to the services
The overall rate of return on assets
(a)
None None
Services are performed under the IASA.Direct charges are calculated as described in Article 4(a)(i)of the attached IASA.Refer
to Section VII for discussion of amounts that were based on allocation factors.The amount in the table above reflects the cost of
the services.
For further information on the following financial statements,refer to the Northern Natural Gas Company
Financial Statements for the year ended December 31, 2023, at www.brkenergy.com.
(a)(a)
None None
None None
675,585$ 1,619,652$
675,585$ 1,619,652$
(a)(a)
Received Services Provided Services
Northern Natural Gas Company
Affiliated Transactions
For the year ended December 31, 2023
PacifiCorp PacifiCorp
64
Current assets:
Cash and cash equivalents
Accounts receivable, net
Accounts receivable from affiliate
Notes receivable from affiliate
Transportation and exchange gas receivables
Inventories
Income tax receivable from affiliate
Other current assets
Total current assets
Property, plant and equipment, net
Regulatory assets
Other assets
Total assets
Northern Natural Gas Company
Balance Sheets
(Amounts in thousands, except share data)
ASSETS
LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
Accounts payable
Accounts payable to affiliates
Accrued interest
Accrued property, income and other taxes
Accrued employee expense
Transpmtation and exchange gas payables
Other current liabilities
Total current liabilities
Long-term debt
Regulatory liabilities
Defe1Ted income taxes, net
Asset retirement obligations
Other long-term liabilities
Total liabilities
Commitments and contingencies
Shareholder's equity:
Series A preferred stock -I, 000 shares authorized, $0.01 par value, no shares issued and outstanding
Common stock -10,000 shares authorized, $1.00 par value, 1,002 shares issued and outstanding
Additional paid-in capital
Retained earnings
Total shareholder's equity
Total liabilities and shareholder's equity
$
$
$
As of December 31,
2023 2022
10,540
154,884
13,877
200,000
14,031
85,919
34,149
46 748
560,148
5,468,266
220,884 55 Il l
6,304,409
68,398
5,601
23,116
80,584
18,328
13,338
63 370
272,735
1,588,111
393,043
714,395
14,603
57,235
3,040,122
981,868
2,282,418
3,264,287
$
$
$
16,597
172,890
11,578
225,000
22,674
76,398
44 285
569,422
5,127,698
182,033 53 448
5,932,601
111,576
4,822
23,116
84,167
17,913
20,254
65 379
327,227
1,587,817
389,130
681,469
14,256
61,628
3,061,527
981,868
1,889,205
2,87C074
$ 6,304,409 $ 5,932,601
65
Operating revenue:
Transp01iation
Storage
Gas, liquids and other sales
Total operating revenue
Operating expenses:
Operations and maintenance
Cost of gas and liquids sales
Depreciation and amortization
Taxes, other than income taxes
Total operating expenses
Operating income
Other income (expense):
Interest expense
Interest income
Other, net
Total other income (expense)
Income before income tax expense
Income tax expense
Net income
Northern Natural Gas Company
Statements oflncome
(Amounts in thousands)
Years Ended December 31,
2023 2022
$ 1,064,225 $ 897,534
97,372
123,464
112,477
49,049
1,225,751
379,799
37,751
195,595
78,501
691,646
534,105
(68,265)
25,905
23,817
(18,543)
515,562
122,349
393,213 $
1,118,370
345,911
95,419
172,402
73,813
687,545
430,825
(62,975)
9,396
22,565
(31,014)
399,811
80,598
319,213
66
Account Description
Services under the Intercompany Administrative
Services Agreement ("IASA")
Total
Basis of pricing
Cost of service
The margin of charges over costs
Assets allocable to the services
The overall rate of return on assets
(a)
Refer to the financial statements of Berkshire Hathaway Energy Company,the indirect parent company of
BHE Turbomachinery, LLC.
-$ 2,873,287$
-$ 2,873,287$
N/A
N/A
N/A
N/A
N/A
Services are performed under the IASA.Direct charges are calculated as described in Article 4(a)(i)of the attached IASA.Refer
to Section VII for discussion of amounts that were based on allocation factors.The amount in the table above reflects the cost of
the services.
(a)
(a)
None
None
None
Received Services Provided Services
BHE Turbomachinery, LLC
Affiliated Transactions
For the year ended December 31, 2023
PacifiCorp PacifiCorp
67
Account Description
Services under the Intercompany Administrative
Services Agreement ("IASA")
Total
Basis of pricing
Cost of service
The margin of charges over costs
Assets allocable to the services
The overall rate of return on assets
(a)
-$ 23,576$
-$ 23,576$
BHE U.S. Transmission, LLC
Affiliated Transactions
For the year ended December 31, 2023
PacifiCorp PacifiCorp
Received Services Provided Services
N/A (a)
N/A (a)
N/A None
Refer to the financial statements of Berkshire Hathaway Energy Company,the parent company of BHE
U.S. Transmission, LLC.
N/A None
N/A None
Services are performed under the IASA.Direct charges are calculated as described in Article 4(a)(i)of the attached IASA.Refer
to Section VII for discussion of amounts that were based on allocation factors.The amount in the table above reflects the cost of
the services.
68
Account Description
Services under the Intercompany Administrative
Services Agreement ("IASA")
Total
Basis of pricing
Cost of service
The margin of charges over costs
Assets allocable to the services
The overall rate of return on assets
(a)
Electric Transmission Texas,LLC is not a consolidated subsidiary of Berkshire Hathaway Energy Company
nor is it a public company; accordingly, its financial statements are not available.
(a)
(a)
None
None
None
N/A
N/A
N/A
Services are performed under the IASA.Direct charges are calculated as described in Article 4(a)(i)of the attached IASA.Refer
to Section VII for discussion of amounts that were based on allocation factors.The amount in the table above reflects the cost of
the services.
N/A
-$ 677$
-$ 677$
N/A
Received Services Provided Services
Electric Transmission Texas, LLC
Affiliated Transactions
For the year ended December 31, 2023
PacifiCorp PacifiCorp
69
Account Description
Services under the Intercompany Administrative
Services Agreement ("IASA")
Total
Basis of pricing
Cost of service
The margin of charges over costs
Assets allocable to the services
The overall rate of return on assets
(a)
Refer to the financial statements of Berkshire Hathaway Energy Company,the indirect parent company of
MATL LLP.
(a)
(a)
None
None
None
N/A
N/A
N/A
Services are performed under the IASA.Direct charges are calculated as described in Article 4(a)(i)of the attached IASA.Refer
to Section VII for discussion of amounts that were based on allocation factors.The amount in the table above reflects the cost of
the services.
N/A
-$ 1,683$
-$ 1,683$
N/A
Received Services Provided Services
MATL LLP
Affiliated Transactions
For the year ended December 31, 2023
PacifiCorp PacifiCorp
70
Account Description
Services under the Intercompany Administrative
Services Agreement ("IASA")
Total
Basis of pricing
Cost of service
The margin of charges over costs
Assets allocable to the services
The overall rate of return on assets
(a)
Refer to the financial statements of Berkshire Hathaway Energy Company,the indirect parent company of
MTL Canyon Holdings, LLC.
(a)
(a)
None
None
None
N/A
N/A
N/A
Services are performed under the IASA.Direct charges are calculated as described in Article 4(a)(i)of the attached IASA.Refer
to Section VII for discussion of amounts that were based on allocation factors.The amount in the table above reflects the cost of
the services.
N/A
-$ 62,287$
-$ 62,287$
N/A
Received Services Provided Services
MTL Canyon Holdings, LLC
Affiliated Transactions
For the year ended December 31, 2023
PacifiCorp PacifiCorp
71
Account Description
Employee relocation services
Services under the Intercompany Administrative
Services Agreement ("IASA")
Total
Basis of pricing
Cost of service
The margin of charges over costs
Assets allocable to the services
The overall rate of return on assets
(a)
(b)
The following items are excluded from the table above:
•
Received Services Provided Services
Services provided by HomeServices to Bridger Coal in the amount of $8,500.
HomeServices of America, Inc.
Affiliated Transactions
For the year ended December 31, 2023
PacifiCorp PacifiCorp
- 194,446
428,445$ 194,446$
428,445$ -$
(b)
(b)
None
None
None
HomeServices of America,Inc.("HomeServices")pricing is determined based on whether the contract is awarded through an
auction,or directly. Auction pricing is variable based on actual auction results,while those awarded via direct contract are
charged $485 or $985 per relocation,depending on policy,plus the actual costs of services procured from its vendors and service
providers.
Refer to the financial statements of Berkshire Hathaway Energy Company,the parent company of
HomeServices of America, Inc.
Services are performed under the IASA.Direct charges are calculated as described in Article 4(a)(i)of the attached IASA.Refer
to Section VII for discussion of amounts that were based on allocation factors.The amount in the table above reflects the cost of
the services.
(a)
(a)
(a)
(a)
(a)
72
Account Description
Equipment purchase
Services under the Intercompany Administrative
Services Agreement ("IASA")
Total
Basis of pricing (a)(b)
Cost of service (a)(b)
The margin of charges over costs (a)None
Assets allocable to the services (a)None
The overall rate of return on assets (a)None
(a)
(b)
The following items are excluded from the table above:
•
PacifiCorp purchased equipment from MEC at the best cost and terms when compared to other options on the market.
For further information on the following financial statements,refer to MidAmerican Energy Company's
Form 10-K for the year ended December 31, 2023 (File No. 333-15387) at www.sec.gov.
Services are performed under the IASA.Direct charges are calculated as described in Article 4(a)(i)of the attached IASA.Refer
to Section VII for discussion of amounts that were based on allocation factors.The amount in the table above reflects the cost of
the services.
Services provided by MEC to Bridger Coal in the amount of $20,748.
12,707,196 4,441,738
12,707,196$ 4,441,738$
(b)
(b)
None
None
None
275,716$ -$
Received Services Provided Services
MidAmerican Energy Company
Affiliated Transactions
For the year ended December 31, 2023
PacifiCorp PacifiCorp
73
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76
Account Description
Services under the Intercompany Administrative
Services Agreement ("IASA")
Total
Basis of pricing
Cost of service
The margin of charges over costs
Assets allocable to the services
The overall rate of return on assets
(a)
N/A None
Services are performed under the IASA.Direct charges are calculated as described in Article 4(a)(i)of the attached IASA.Refer
to Section VII for discussion of amounts that were based on allocation factors.The amount in the table above reflects the cost of
the services.
Refer to the financial statements of MidAmerican Funding,LLC,the indirect parent company of Midwest
Capital Group, Inc.
N/A (a)
N/A None
N/A None
-$ 1$
-$ 1$
N/A (a)
Received Services Provided Services
Midwest Capital Group, Inc.
Affiliated Transactions
For the year ended December 31, 2023
PacifiCorp PacifiCorp
77
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78
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80
Account Description
Services under the Intercompany Administrative
Services Agreement ("IASA")
Total
Basis of pricing
Cost of service
The margin of charges over costs
Assets allocable to the services
The overall rate of return on assets
(a)Services are performed under the IASA.Direct charges are calculated as described in Article 4(a)(i)of the attached IASA.Refer
to Section VII for discussion of amounts that were based on allocation factors.The amount in the table above reflects the cost of
the services.
N/A (a)
N/A None
N/A None
The financial statements of Northern Powergrid Holdings Company are not yet available for the year ended
December 31, 2023. Please visit the Investors tab at www.brkenergy.com.
Received Services Provided Services
Northern Powergrid Holdings Company
Affiliated Transactions
For the year ended December 31, 2023
PacifiCorp PacifiCorp
-$ 1,965,905$
-$ 1,965,905$
N/A (a)
N/A None
81
Account Description
Services under the Intercompany Administrative
Services Agreement ("IASA") (a)
Mutual aid services under the Intercompany
Mutual Assistance Agreement ("IMAA") (b)
Total
Basis of pricing (a)(b)
Cost of service (a)(b)
The margin of charges over costs None None
Assets allocable to the services None None
The overall rate of return on assets None None
(a)
(b)
Services are performed under the IASA.Direct charges are calculated as described in Article 4(a)(i)of the attached IASA.Refer
to Section VII for discussion of amounts that were based on allocation factors.The amount in the table above reflects the cost of
the services.
NV Energy, Inc.is a holding company that wholly owns Nevada Power Company and Sierra Pacific Power
Company.NV Energy is an indirect wholly owned subsidiary of Berkshire Hathaway Energy Company.
For further information refer to Berkshire Hathaway Energy Company's Form 10-K for the year ended
December 31, 2023 (File No. 001-14881) at www.sec.gov.
(a)
None
None
None
Services are performed under the IMAA. Charges are calculated as described in Article 4 of the attached IMAA.
4,410$ 3,424,808$
4,410$ 3,677,654$
(a)
252,846 -
Received Services Provided Services
NV Energy, Inc.
Affiliated Transactions
For the year ended December 31, 2023
PacifiCorp PacifiCorp
82
Account Description
Electricity transmission services
Wholesale energy purchases
Wholesale energy sales
Transmission ancillary services
Settlement adjustment
Harry Allen substation physical security project (b) -
Operations and maintenance on Harry Allen substation (c)-
Services under the Intercompany Administrative
Services Agreement ("IASA") (d)
Total
Basis of pricing (a)(b) (c) (d)(a)(d)
Cost of service (a)(b) (c) (d)(a)(d)
The margin of charges over costs (a)None (a)None
Assets allocable to the services (a)None (a)None
The overall rate of return on assets (a)None (a)None
(a)
(b)
(c)
(d )
The following items are excluded from the table above:
•
For further information on the following financial statements,refer to Nevada Power Company's Form 10-
K for the year ended December 31, 2023 (File No. 000-52378) at www.sec.gov.
(13,939) -
Electricity transmission services and transmission ancillary services provided by Nevada Power are priced pursuant to Nevada
Power's Open Access Transmission Tariff ("OATT"). Electricity transmission services provided by PacifiCorp are priced based
on a formula rate on file with the Federal Energy Regulatory Commission ("FERC").Wholesale energy purchases and sales are
priced based on a negotiated rate capped by the selling entity's cost.Transmission ancillary services provided by PacifiCorp are
priced pursuant to PacifiCorp's OATT Schedules.
Services are performed under the IASA.Direct charges are calculated as described in Article 4(a)(i)of the attached IASA.Refer
to Section VII for discussion of amounts that were based on allocation factors.The amount in the table above reflects the cost of
the services.
1,137,168 601,155
3,101,208$ 996,012$
In previous years,PacifiCorp paid Nevada Power for the construction of transmission assets to be used by PacifiCorp at Nevada
Power's Harry Allen substation.During 2023, PacifiCorp paid for additional capital improvements made to the asset.These
assets are owned by Nevada Power and are recorded in PacifiCorp's plant-in-service as intangible assets in the gross amount of
$18,770,218 ($10,562,815 net of accumulated depreciation) as of December 31, 2023.
81,362
Services provided by Nevada Power to Bridger Coal in the amount of $9,155.
583,714
PacifiCorp pays Nevada Power for its share of the costs to operate and maintain the Harry Allen substation.
Nevada Power Company
Affiliated Transactions
For the year ended December 31, 2023
PacifiCorp PacifiCorp
Received Services Provided Services
888,398$ 314,250
27,015
60,797 -
397,490 -
19,810
83
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85
Account Description
Electricity transmission services
Electricity transmission service over agreed-upon facilities
Reserve share
Wholesale energy purchases
Operations and maintenance
Transmission ancillary services
Services under the Intercompany Administrative
Services Agreement ("IASA") (b)
Total
Basis of pricing (a)(b)(a)(b)
Cost of service (a)(b)(a)(b)
The margin of charges over costs (a)None (a)None
Assets allocable to the services (a)None (a)None
The overall rate of return on assets (a)None (a)None
(a)
(b)
8,030
-
160,665
For further information on the following financial statements,refer to Sierra Pacific Power Company's Form
10-K for the year ended December 31, 2023 (File No. 000-00508) at www.sec.gov.
- 7,668
Electricity transmission services and transmission ancillary services provided by Sierra Pacific are priced pursuant to Sierra
Pacific's OATT.Electricity transmission services over agreed-upon facilities are priced based on a rate schedule negotiated per
the contract between PacifiCorp and Sierra Pacific.Reserve share is at standard pricing based on the Northwest Power Pool
Reserve Sharing Agreement.Wholesale energy purchases are priced based on a negotiated rate capped by the selling entity's cost.
Operations and maintenance costs are ultimately based on PacifiCorp's actual operations and maintenance costs incurred.
Services are performed under the IASA.Direct charges are calculated as described in Article 4(a)(i)of the attached IASA.Refer
to Section VII for discussion of amounts that were based on allocation factors.The amount in the table above reflects the cost of
the services.
367,376
226,598$ 419,234$
Sierra Pacific Power Company
Affiliated Transactions
For the year ended December 31, 2023
PacifiCorp PacifiCorp
45,456$ -$
36,160
1,166
Received Services Provided Services
6,131 -
-
13,180
86
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88
PacifiCorp PacifiCorp
Account Description Received Services Provided Services
N/A -$ -$
Total -$ -$
Basis of pricing N/A N/A
Cost of service N/A N/A
The margin of charges over costs N/A N/A
Assets allocable to the services N/A N/A
The overall rate of return on assets N/A N/A
During the year ended December 31, 2023,PacifiCorp paid a dividend of $300,000,000 to PPW Holdings
LLC.
PacifiCorp is party to an income tax-sharing arrangement and is part of the Berkshire Hathaway Inc.
consolidated United States federal income tax return.For certain state income taxes,PacifiCorp is part of
BHE's combined or consolidated state income tax returns.PacifiCorp's provision for income taxes has been
computed on a stand-alone basis.PacifiCorp remits federal and certain state income tax payments to PPW
Holdings LLC.PPW Holdings LLC then remits income tax payments to BHE,and BHE remits any federal
income tax payments to Berkshire Hathaway Inc. Under this arrangement, at December 31, 2023,
PacifiCorp had an intercompany tax receivable of $117,133,786,and Pacific Minerals,Inc. had an
intercompany tax payable of $2,805,184.
PPW Holdings LLC
Affiliated Transactions
For the year ended December 31, 2023
89
Current assets:
Accounts receivable, net 3,616$
Amounts due from affiliates 478
Total current assets 4,094
Investment in subsidiaries 9,980,275
Goodwill 1,126,641
Other assets 22,132
Total assets 11,133,142$
Current liabilities:
Accounts payable - other accruals 1,000$
Accounts payable intercompany PacifiCorp 500
Accounts payable - MidAmerican 25
Income taxes payable -
Total current liabilities 1,525
Equity:
Common stock -
Additional paid-in capital 6,217,086
Retained earnings 4,912,187
Accumulated other comprehensive income, net 2,344
Total equity 11,131,617
Total liabilities and equity 11,133,142$
LIABILITIES AND EQUITY
PPW HOLDINGS LLC
BALANCE SHEET
December 31, 2023
(Amounts in thousands)
ASSETS
90
Operating revenue -$
Operating costs and expenses:
Contracts & Services 1,500
Operations and maintenance 25
Total operating costs and expenses 1,525
Operating income (1,525)
Other income (expense):
Interest income 1,574
Other (467,329)
Total other income (expense)(465,755)
Income before income tax benefit (467,280)
Income tax benefit 76
Net income (467,356)
Net income attributable to noncontrolling interests 162
Net income attributable to PPW Holdings LLC (467,518)$
PPW HOLDINGS LLC
STATEMENT OF OPERATIONS
For the Year Ended December 31, 2023
(Amounts in thousands)
91
PacifiCorp PacifiCorp
Account Description Received Services Provided Services
(a)-$ -$
Total -$ -$
Basis of pricing N/A N/A
Cost of service N/A N/A
The margin of charges over costs N/A N/A
Assets allocable to the services N/A N/A
The overall rate of return on assets N/A N/A
(a)
The following item is excluded from the table above:
•
During the year ended December 31, 2023,Bridger Coal made equity distributions to PMI and PMI made
equity contributions to Bridger Coal for a net distribution of $1,300,000.
PacifiCorp is party to an income tax-sharing arrangement and is part of the Berkshire Hathaway Inc.
consolidated United States federal income tax return.For certain state income taxes,PacifiCorp is part of
BHE's combined or consolidated state income tax returns.PacifiCorp's provision for income taxes has been
computed on a stand-alone basis.PacifiCorp remits federal and certain state income tax payments to PPW
Holdings LLC.PPW Holdings LLC then remits income tax payments to BHE,and BHE remits any federal
income tax payments to Berkshire Hathaway Inc. Under this arrangement, at December 31, 2023,
PacifiCorp had an intercompany tax receivable of $117,133,786,and Pacific Minerals,Inc. had an
intercompany tax payable of $2,805,184.
Pacific Minerals, Inc.
Affiliated Transactions
For the year ended December 31, 2023
Refer to Section III for information regarding loans and associated interest between PacifiCorp and Pacific Minerals,Inc.
("PMI").
Employee services provided by PMI to Bridger Coal.PMI is the entity that employs the individuals that
work for Bridger Coal.PMI charges Bridger Coal for these employees' services,including labor,
pensions and benefits costs. Bridger Coal then inherently charges PacifiCorp for its 66.67% share of this
payroll expense in the cost of fuel.
92
Current assets:
Cash and cash equivalents 11,059$
Other Accounts Receivable (5)
Amounts due from affiliates 47,638
Other current assets 141
Total current assets 58,833
Investment in unconsolidated subsidiaries 48,156
Total assets 106,989$
Current liabilities:
Accounts payable 121$
Amounts due to affiliates -
Accrued employee expenses 2,197
Accrued property and other taxes 332
Total current liabilities 2,650
Deferred income taxes (33,817)
Other long-term liabilities -
Total liabilities (31,167)
Equity:
Common stock -
Additional paid-in capital 47,960
Retained earnings 90,196
Total equity 138,156
Total liabilities and equity 106,989$
-
LIABILITIES AND EQUITY
PACIFIC MINERALS, INC.
BALANCE SHEET
December 31, 2023
(Amounts in thousands)
ASSETS
93
Operating revenue -$
Operating costs and expenses:
Taxes other than income taxes 19
Operating loss (19)
Other income (expense):
Interest expense -
Interest income 2,480
Other 21,080
Total other income (expense)23,560
Income before income tax expense 23,541
Income tax expense 4,929
Net income 18,612$
PACIFIC MINERALS, INC.
STATEMENT OF OPERATIONS
For the Year Ended December 31, 2023
(Amounts in thousands)
94
PacifiCorp PacifiCorp
Account Description Received Services Provided Services
Coal purchases (a)(c) 114,710,969$ -$
Information technology and administrative services - 2,342,670
Total 114,710,969$ 2,342,670$
Basis of pricing (b)(d)
Cost of service (b)(d)
The margin of charges over costs None, (b)None
Assets allocable to the services None None
The overall rate of return on assets None None
(a)
(b)
(c)
(d)
The following items are excluded from the table above:
•
•
•
•
•
During the year ended December 31, 2023, Bridger Coal made equity distributions to PMI and PMI made
equity contributions to Bridger Coal for a net distribution of $1,300,000.
Although coal purchased from Bridger Coal is priced at Bridger Coal's cost plus a margin,coal purchases are reflected herein
and on PacifiCorp's books at Bridger Coal's cost and any margin is eliminated resulting in both fuel inventory and fuel expense
being reflected at Bridger Coal's cost in PacifiCorp's state ratemaking and generally accepted accounting principles books. Costs
are reflected as fuel inventory upon purchase and recognized as fuel expense as consumed.
Costs incurred by PacifiCorp on behalf of Bridger Coal are charged at direct cost.Labor is charged at PacifiCorp's fully loaded
cost plus administrative and general expense.
Services provided by Berkshire Hathaway Energy Company to Bridger Coal in the amount of $1,655.
Bridger Coal Company
Affiliated Transactions
For the year ended December 31, 2023
Represents the cost of coal purchased by PacifiCorp from Bridger Coal during the year ended December 31, 2023,and is
PacifiCorp's 66.67% share equal to its ownership interest in Bridger Coal. Refer also to (b) below.
Services provided by HomeServices of America, Inc. to Bridger Coal in the amount of $8,500.
Services provided by MidAmerican Energy Company to Bridger Coal in the amount of $20,748.
Services provided by Nevada Power to Bridger Coal in the amount of $9,155.
Employee services provided by Pacific Minerals, Inc. ("PMI") to Bridger Coal. PMI is the entity that
employs the individuals that work for Bridger Coal. PMI charges Bridger Coal for these employees'
services, including labor, pensions and benefits costs. Bridger Coal then inherently charges
PacifiCorp for its 66.67% share of this payroll expense as part of the coal purchases shown in the
table above.
Included in this total is a loss estimate associated with disputed royalties associated with a coal mining lease.As the associated
court judgment is under appeal, the amount remained outstanding as a payable as of December 31, 2023.
95
December 31, 2023 Bridger Coal
Company
Current Balance Current Balance
ASSETS LIABILITIES
Cash & Temporary Investments Accounts Payable - Trade
Cash JP Morgan Chase 3,253,489.16$ AP Goods Received Not Invoiced (2,170,149.59)$
Total Cash and Temporary Investments 3,253,489.16 AP Unpaid Invoices (4,949,800.85)
Accounts Receivable Trade AP Manual Accruals (784,346.20)
AR Trade Idaho Power 15,447,400.00 Fines & Citations (256.00)
AR Trade Other 189,675.22 Accrued Settlement Provisions (20,147,922.49)
Total Accounts Receivable Trade 15,637,075.22 Total Accounts Payable Trade (28,052,475.13)
Accounts Receivable Interco Accounts Payable Intercompany
AR Inco PP&L 30,894,896.00 AP Inco Pacific Electric Operations
Total Accounts Receivable Interco 30,894,896.00 AP Inco PMI (2,017,200.23)
Coal Inventory AP Inco PacifiCorp (83,702.25)
Surface Coal 1,527,076.58 Total Accounts Payable Intercompany (2,100,902.48)
Inventoried Coal Production Tax/Royalties 343,253.46 Payroll Liabilities
Total Coal Inventory 1,870,330.04 Accrued Bonus - Other (114,176.90)
Material and Supplies Inventory Total Payroll Liabilities (114,176.90)
Materials and Supplies Inventory- Surface 10,988,817.13
Materials and Supplies Return Exchange Loaner 4,496.33 Royalties and Taxes Payable
Total Material and Supplies Inventory 10,993,313.46 Accrued Royalties - BLM (1,036,385.65)
Prepayments and Other Current Assets Accrued Royalties - ALC (666,544.38)
Total Prepays & Other Current Assets - Production Tax Payable - Severance (740,207.21)
Investment in Subsidiary Production Tax Payable - Wyoming Extraction (4,939,592.09)
Total Investment in Subsidiary - Production Tax Payable - Federal Reclamation (198,381.34)
Property Plant & Equipment Production Tax Payable - Black Lung (47,510.65)
Land 6,211.00 Taxes Payable - Property (417,219.85)
Land Improvements 693,818.53 Taxes Payable - Sales & Use (455,778.30)
Mine Development 17,614,598.96 Total Taxes Payable (8,501,619.47)
Buildings & Improvements 31,820,795.88 Other Non-Current Liabilities
Capitalized Interest 263,360.00 ARO Reg. Liab. Unrealized Earnings (35,478,329.92)
Haul Roads 12,863,889.99 ARO Regulatory Liability (132,661,327.71)
Mining Equipment 16,354,016.25 ARO Liability (141,400,987.34)
Vehicles 162,950,621.93 Total Other Non-Current Liabilities (309,540,644.97)
Office Furniture & Equipment 56,716.61 Total-Liabilities (348,309,818.95)
Computer Hardware & Software 2,571,805.84
Other Equipment 4,708,550.56 EQUITY
Mineral Rights 1,104,601.39
Sub-Total Property Plant and Equipment 251,008,986.94 Owner's Equity - Common Stock
Accumulated Depreciation Total Owner's Equity - Common Stock -
AD Land Improvements (667,877.13) Paid-in Capital
AD Mine Development (14,811,531.83) Total Paid In Capital -
AD Buildings & Improvements (28,402,701.03) Contributions
AD Capitalized Interest (228,259.02) Contributions - Pacific Minerals Inc.(49,000,000.00)
AD Haul Roads (12,138,546.21) Contributions - Idaho Energy Resources (24,500,000.00)
AD Mining Equipment (13,672,285.04) Total Contributions (73,500,000.00)
AD Vehicles (121,815,881.93) Distributions
AD Office Furniture & Equipment (56,143.55) Distributions - Pacific Minerals Inc.50,300,000.00
AD Computer Hardware & Software (2,372,383.11) Distributions - Idaho Energy Resources 25,150,000.00
AD Other Equipment (4,060,887.74) Total Distributions 75,450,000.00
AD Mineral Rights (236,673.13) Retained Earnings
Sub-Total Accumulated Depreciation (198,463,169.72) Retained Earnings
Total Property, Plant & Equipment 52,545,817.22 Current Year Income (31,621,282.72)
Construction Work In Process Retained Earnings Pacific Minerals Inc.(28,375,087.60)
CWIP Additions 24,155,749.64 Retained Earnings Idaho Energy Resources (14,187,543.76)
CWIP Capitalizations (23,697,507.73) Total Retained Earnings (74,183,914.08)
Total Construction Work in Progress 458,241.91 Total Equity (72,233,914.08)
Other Non-Current Assets Total Liabilities and Equity (420,543,733.03)$
Reclamation Trust Fund 38,520,236.92
Reclamation Trust Earnings 156,859,999.92
Reclamation Trust Tax Withheld (5,757,510.90)
Reclamation Trust Market Value 35,478,329.92
Reclamation Trust Drawdown (162,163,356.92)
Reclamation Trust Adtl Contributions 2010 190,381,346.42
Asset Retirement Obligation 173,731,417.00
ARO - Accumulated Depreciation (122,337,329.00)
Employee Housing Project 177,436.66
Total Other Non-Current Assets 304,890,570.02
Total - Assets 420,543,733.03$
96
December 31, 2023
Bridger Coal
Company
Current Year Income
Coal Sales Revenue
Revenue Coal PP& L (135,796,074.00)$
Revenue Coal Idaho Power (67,898,138.00)
Total Coal Sales Revenue (203,694,212.00)
Revenue Equity in Subsidiary
Total Revenue Equity in Subsidiary -
Other Operating Revenue
Miscellaneous Other (637.00)
Gain Loss on Sale of Assets (394,312.48)
Third Party Interest (226,471.87)
Total Other Operating Revenue (621,421.35)
Total Revenue (204,315,633.35)
Operating Expense
Labor 24,061,833.01
AIP Bonus 291,680.02
Payroll Overhead 7,117,407.38
Employee Related 520,682.78
Materials & Supplies 43,477,002.98
Equipment (0.00)
Outside Services 10,077,765.87
Administrative Other 927,515.01
Charge Outs 21,333,253.76
Total Operating Expense 107,807,140.81
Non-Operating Expense
Depreciation and Amortization 9,266,155.76
Royalties 39,301,035.71
Taxes Other Than Income 15,565,860.21
Management Fee 566,400.00
Total Non-Operating Expense 64,699,451.68
Total Expense 172,506,592.49
Profit Before Minority Interest and Taxes (31,809,040.86)
Interest Expense
Other Interest 187,758.14
Total Interest and Other 187,758.14
Income Before Federal Income Taxes (31,621,282.72)
Federal Income Taxes
Total Federal Income Taxes -
Net Income (31,621,282.72)$
97
PacifiCorp PacifiCorp
Account Description Received Services Provided Services
Coal purchases (a)24,158,408$ -$
Board of directors fees and associated
board meeting costs (c)- 6,853
Total 24,158,408$ 6,853$
Basis of pricing (b)(c)
Cost of service (b)(c)
The margin of charges over costs None, (b)(c)
Assets allocable to the services None (c)
The overall rate of return on assets None (c)
(a)
(b)
(c)Charges for the board of directors'fees and associated board meeting costs are based on a flat fee of $500 per member per day,
plus travel and lodging expenses.
Trapper Mining Inc.
Affiliated Transactions
For the year ended December 31, 2023
Represents the cost of coal purchased by PacifiCorp from Trapper Mining Inc.during the year ended December 31, 2023.Refer
also to (b) below.
Although coal purchased from Trapper Mining Inc.is priced at Trapper Mining Inc.'s cost plus a margin,coal purchases are
reflected herein and on PacifiCorp's books at Trapper Mining Inc.'s cost and any margin is eliminated resulting in both fuel
inventory and fuel expense being reflected at Trapper Mining Inc.'s cost in PacifiCorp's state ratemaking and generally accepted
accounting principles books. Costs are reflected as fuel inventory upon purchase and recognized as fuel expense as consumed.
98
Trapper Mining Inc.
Consolidated Balance Sheet
December 31, 2023
(Unaudited)
Assets:
Current Assets:
Cash & Cash Equivalents 11,433,200$
Accounts Receivable 17,166,801
Inventories 7,645,955
Advanced Stripping Costs 7,369,448
Prepaid and Other Current Assets 997,191
Current Reclamation Receivable from CPS Owners 536,029
Investments in certificates of deposit 976,539
Investment Securities:
Securities Available-for-Sale, at Fair Value 10,014,334
Securities Held-to-Maturity, at Amortized Cost 500,000
Total Current Assets . . . . . . . . . . . . . . . . . . . . . . 56,639,497$
Property, Equipment and Facilities before FAS 143:
Lands and Leases 17,748,984$
Development Costs 2,834,815
Equipment and Facilities 120,208,622
Total Property, Equipment and Facilities (Cost) . . . . 140,792,421$
Less Accumulated Depreciation and Amortization (125,969,383)
Total Property, Equipment and Facilities (Net) . . . . . 14,823,038$
FAS 143 Property, Equipment and Facilities (Net) . . 15,747,016
Grand Total Property, Equipment and Facilities (Net) 30,570,054$
Reclamation Receivable from CPS Owners 17,701,856
Securities Held-to-Maturity, at Amortized Cost 150,000
Restricted Funds - Black Lung 657,793
Total Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 105,719,199$
Liabilities and Members' Equity:
Current Liabilities:
Accounts Payable 4,716,445$
Accrued Payroll Expenses 2,146,651
Accrued Production Taxes 1,341,422
Accrued Royalties 1,109,901
Current Portion Asset Retirement Liability 536,029
Total Current Liabilities . . . . . . . . . . . . . . . . . . . . 9,850,449$
Asset Retirement Liability 36,189,589
Other Long-Term Liabilities 881,990
Total Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . .46,922,028$
Members' Equity
Paid in Capital @ 1/1/98 20,324,925$
Patronage Equity - Prior Year 35,789,561
Non-Patronage Equity - Prior Year 2,447,241
Patronage Equity - Current Year 237,123
Non-Patronage Equity - Current Year (1,679)
Total Members' Equity . . . . . . . . . . . . . . . . . . . . . . 58,797,171$
Total Liabilities and Members' Equity . . . . . . . . . 105,719,199$
99
Trapper Mining Inc.
Consolidated Net Income
As of December 31, 2023
Net Income
Year to Date
TRAPPER MINING - BEFORE UNREALIZED INVESTMENT EARNINGS (19,729.34)
TRAPPER MINING - UNREALIZED INVESTMENT EARNINGS 309,423.57
TRAPPER MINING - AFTER UNREALIZED INVESTMENT EARNINGS 289,694.23$
WILLIAMS FORK MINING (1,679.40)
WILLIAMS FORK LAND (52,571.52)
NET INCOME (LOSS) BEFORE TAX 235,443.31$
TAX BENEFIT (PROVISION) 0.00
NET INCOME (LOSS) AFTER TAX 235,443.31
SALT RIVER 43.72% (734.24)
PACIFICORP 29.14% (489.37)
PLATTE RIVER 27.14% (455.79)
TOTAL NONPATRONAGE INCOME (LOSS) (1,679.40)
SALT RIVER 43.72% 103,670.03
PACIFICORP 29.14% 69,097.57
PLATTE RIVER 27.14% 64,355.11
TOTAL PATRONAGE INCOME (LOSS) 237,122.71
TOTAL INCOME (LOSS) 235,443.31
100
PacifiCorp PacifiCorp
Account Description Received Services Provided Services
Administrative support services -$ 155,017$
Total -$ 155,017$
Basis of pricing N/A (a)
Cost of service N/A (a)
The margin of charges over costs N/A None
Assets allocable to the services N/A None
The overall rate of return on assets N/A None
(a)
PacifiCorp Foundation
Affiliated Transactions
For the year ended December 31, 2023
Costs incurred by PacifiCorp on behalf of affiliates are charged at direct cost.Labor is charged at PacifiCorp's fully loaded cost
plus administrative and general expense.
101
12/31/2023
Assets:
Cash 195,297$
Restricted investments:
Receivable for investments sold -
Receivable from Vanguard
Commingled investments 56,905,066
Total restricted investments 56,905,066
Total assets 57,100,362
Liabilities:
Accounts payable 10,322
Grants payable -
Total liabilities 10,322
Net assets 57,090,040$
PacifiCorp Foundation
Statement of Financial Position
(in dollars)
(Unaudited - Internal Use Only)
102
Year-to-Date
Revenues and contributions:
Stock Contribution made by PacifiCorp -
Deposits 1,000
Interest income 6,971
Dividends 1,215,294
Realized gain/(loss) on sale of investment 644,860
Unrealized gain/(loss) on investment 6,965,929
Capital gains on partnership investments 104,014
Miscellaneous gains/(losses)-
Total revenues/(losses) and contributions 8,938,068
Expenses:
Grants:
Health and welfare 472,900
Education 474,900
Culture and arts 234,500
Civic and community 246,500
Giving campaign match 267,117
Matching gift program 63,657
PacifiCorp Empl Mem Sch Fund -
Small community capital projects 138,100
Rocky Mountain Power Foundation special grants 55,000
Pacific Power Foundation special grants 94,500
PacifiCorp Foundation special grants -
Global Days of Service 32,370
Other Community Pledge -
Grants approved for future periods -
Grants expensed in prior periods -
Total grants 2,079,544
Administrative expenses 183,902
Investment management fees -
Consulting fees -
Taxes 30,200
Bank fees 8,620
Total expenses 2,302,266
Net assets increase (decrease)6,635,802
Net assets beginning of period 50,454,238
Net assets end of period 57,090,040$
PacifiCorp Foundation
Statement of Income and Changes in Net Assets
For the Year Ended December 31, 2023
(in dollars)
(Unaudited - Internal Use Only)
103
PacifiCorp PacifiCorp
Account Description Received Services Provided Services
Annual assessment fees 339,428$ -$
Total 339,428$ -$
Basis of pricing (a)N/A
Cost of service (a)N/A
The margin of charges over costs None N/A
Assets allocable to the services None N/A
The overall rate of return on assets None N/A
(a)
Cottonwood Creek Consolidated Irrigation Company
Affiliated Transactions
For the year ended December 31, 2023
At December 31, 2023,PacifiCorp's plant-in-service included the following assets related to CCCIC:
$6,052,845 ($3,814,466 net of accumulated depreciation)for a water supply project (including allowance
for funds used during construction and capital surcharge) and $65,431 ($27,218 net of accumulated
depreciation) for water rights.
Under section 501(c)12 of the Internal Revenue Code, CCCIC operates at cost.
104
Account Name
Beginning
Balance Receipts Disbursements
Ending
Balance
General Fund 602,368$ 64,439$ 49,561$ 617,245$
Loan Payment - 276,000 276,000 -
Interest Earnings 94,211 44,140 - 138,351
Stock Water Pipeline 58,466 9,500 4,621 63,346
Project Water Fund - 23,805 23,805 -
JV/Black Caynon 9,726 7,541 4,306 12,962
Fund Adjustment 23,702,233 23,702,233
24,467,004 425,425 358,293 24,534,136
O&M
O&M Irrigation 36,104 89,799 89,799 36,104
O&M Reservior - 25,038 25,038 -
Total O&M 36,104 114,837 114,837 36,104
Construction
Project Capitalization - 58,544 - 58,544
Lower Mammoth - 2,666 - 2,666
Peacock Jones Curtis - 2,472 129,452 (126,980)
Total Construction - 63,682 129,452 (65,770)
Grand Total 24,503,107$ 603,943$ 602,581$ 24,504,469$
Cottonwood Creek Consolidated Irrigation Company
Income Statement
For the Year Ending December 31, 2023
105
Account Name
Balance
12/31/2023
EUCCU Savings 25$
Zions Bank - Payroll 1,500
Zions Bank - Construction 4,594
Zions Bank - Operating 293,609
EUCCU Checking 2,178
EUCCU Money Market 225,335
Accounts Receivable 4,792
EUCCU CD 60 Month 463,653
EUCCU CD 36 Month 272,808
EUCCU CD 60 Month 475,324
Property & Equipment 27,079,096
Work In Progress -
Inventory 13,875
Accounts Payable -
Loan UT Water Resources (4,332,319)
Grand Total 24,504,469$
December 31, 2023
Cottonwood Creek Consolidated Irrigation Company
Balance Sheet
106
PacifiCorp PacifiCorp
Account Description Received Services Provided Services
Payment for water rights (a)760,515$ -$
Annual assessment fees (b)669,113 -
Credit received (a)(281,048) -
Total 1,148,580$ -$
Basis of pricing (a) (b)N/A
Cost of service (a) (b)N/A
The margin of charges over costs None N/A
Assets allocable to the services None N/A
The overall rate of return on assets None N/A
(a)
(b)
Ferron Canal & Reservoir Company
Affiliated Transactions
For the year ended December 31, 2023
During the year ended December 31, 2023,PacifiCorp paid for the right to obtain 7,000 acre-feet of water and received a credit
representing PacifiCorp's share of the water rights payment based on its percentage ownership in Ferron Canal &Reservoir
Company ("FCRC").Pricing is based on a base amount established in 1978 and adjusted annually for the wholesale price index
for all commodities.
At December 31, 2023,PacifiCorp's plant-in-service included the following asset related to FCRC:
$383,772 ($159,640 net of accumulated depreciation) for water rights.
Under section 501(c)12 of the Internal Revenue Code, FCRC operates at cost.
107
FERRON CANAL & RESERVOIR CO.
ASSETS
Balance Sheet
As of December 31, 2023
Current Assets
Che&king/Savings
DESERTVIEW CHECKING
DESERTVIEW FEDERAL CREDIT UNION
MASTER SHARES
SHARE ACCOUNT
Total OESERTVIEW FEDERAL CREDIT UNION
MILLSITE REHABILITATION ACCOUNT
MILLSITE ENGINEERING COSTS
MILLSITE REHABILITATION ACCOUNT -Other
Total MILLSITE REHABILITATION ACCOUNT
SEDIMENT MITIGATION ACCT
ZION'S BANK
Total Checking/Savings
Accounts Receivable
Accounts Receivable
Total Accounts Receivable
Total Current Assets
TOTAL ASSETS
LIABILITIES & EQUITY
Liabilities
Current Liabilities
Accounts Payable
Accounts Payable
Total Accounts Payable
Other Current Liabilities
Payroll Liabilities
Total Other Current Liabilities
Total Current Llablllties
Total Liabilities
Equity
Retained Earnings
Net Income
Total Equity
TOTAL LIABILITIES & EQUITY
Dec 31, 23
252,782.39
1,164,901.97
25.02
1,164,926.99
-90,321.16
158,769.92
68,448.76
18,159.79
204,942.00
1,709,259.93
-2.91
-2.91
1,709.257.02
1,709,257.02
-161, 147.14
-161, 147.14
2,744.27
2,744.27
-158,402.87
-158,402.87
2,201,211.51
-333.551.62
1,867,659.89
1,709,257.02
108
FERRON CANAL & RESERVOIR CO.
Income
INCOME
Profit & Loss
January through December 2023
CERTIFICATE TRANSFERS
MILLSITE REHAB STATE FUNDS
NRCS -ENGINE.ERING INCOME - Other
Total INCOME
REVENUE• WATER ASSESSMENTS
Total Income
Gross Profit
Expense
Bank Service Charge
DONATIONS
EQUIPMENT
LEASE
TOOLS
Total EQUIPMENT
GENERAL
BOARDMEMBER
DREDGE
HEALTH INSURANCE ALLOWANCE
INSURANCE
LOAN PAYMENTS
OFFICE SUPPLIES
PAYROLL EXPENSES
PERMITS
POWER
PROFESSIONAL SERVICES
REGISTRATIONS
TELEPHONE
TRAVEL EXPENSE
WATER/POP/GROCERIES
GENERAL • Other
Total GENERAL
IRRIGATION
REPAIRS
SUPPLIES
Total IRRIGATION
MAINTENANCE
BUILDING
SHED
BUILDING - Other
Total BUILDING
EQUIPMENT PURCHASES
EQUIPMENT REPAIRS
FUEL
SUPPLIES
Total MAINTENANCE
Jan - Dec 23
25.00
599,053.05
465,361.95
38,821.24
1,103,261.24
1,542,516.20
2,645,777.44
2,645,777.44
61.00
25,000.00
8,400.00
380.77
8,430.00
17,523.26
33,750.00
28,728.47
123,490.34
8,683.65
192,352.59
312.01
1,744.28
3,013.00
10.00
4,320.88
1,334.36
2,281.64
602.00
8,780.77
426,576.48
21,894.50
99,765.79
166,479.05
26,613.05
121,660.29
193,092.10
10,800.00
22,200.80
26,817.16
8,771.30
261,681.36
109
FERRON CANAL & RESERVOIR CO. Profit & Loss January through December 2023
MILLSITE REHABILITATION
EMERY COUNTY
FERRON CANAL PORTION
STATE OF UTAH PORTION
EMERY COUNTY -Other
Total EMERY COUNTY
ENGINEERING SERVICES MILLSITE
IN-KIND MATCH EXPENSES
PIEZOMETERS -MILLSITE
MILLSITE REHABILITATION -Other
Total MILLSITE REHABILITATION
PROPERTY PURCHASE
TRANSFER TO CHECKING
VEHICLES
REGISTRATION
Total VEHICLES
Total Expense
Net Income
Jan - Dec 23
522,569.73
289,103.41
81,890.40
893,563.54
405,509.32
8,800.00
128,841.05
23,408.70
1,460,122.61
24,000.00
650.000.00
1,446.55
1,446.55
2,979,329.06
-333,551.62
110
PacifiCorp PacifiCorp
Account Description Received Services Provided Services
Annual assessment fees 581,140$ -$
Total 581,140$ -$
Basis of pricing (a)N/A
Cost of service (a)N/A
The margin of charges over costs None N/A
Assets allocable to the services None N/A
The overall rate of return on assets None N/A
(a)
Huntington Cleveland Irrigation Company
Affiliated Transactions
For the year ended December 31, 2023
At December 31, 2023,PacifiCorp's plant-in-service included the following assets related to HCIC:
$22,075,411 ($10,334,431 net of accumulated depreciation)for a water supply project (including allowance
for funds used during construction and capital surcharge) and $1,471,639 ($489,798 net of accumulated
depreciation) for water rights.
Under section 501(c)12 of the Internal Revenue Code, Huntington Cleveland Irrigation Company ("HCIC") operates at cost.
111
HUNTINGTON-CLEVELAND IRRIGATION COMPANY
STATEMENT OF FINANCIAL POSITION
·S OF DECEMBER 31, 2022 A D 2023
TOTAL ALL FUNDS
2022 2023
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 232,751 $ 505,876
Restricted cash and cash equivalents 23,065 31,748
Accounts receivable:
Intergovernmental 5,500
Shareholder assessments 6,298 1,434
Prepaid Insurance 6,228 5,154
Total current assets $ 273,842 $ 544,212
NONCURRENT ASSETS:
Fixed Assets:
Land $ 41,722 $ 41,722
Buildings 82,738 82,738
Easements 116,838 116,838
Water rights 3,096,469 3,096,469
Vehicles 9,250 12,840
Office equipment 19,574 22,647
Other equipment 62,496 62,496
Diversion structures 114,093 139,201
Storage facilities improvements 4,797,807 4,847,477
Irrigation System 57,309,484 57,309,484
Accumulated depreciation (12,831,572) (14,062,613)
Total noncurrent assets $ 52,818,899 $ 51,669,299
Total assets $ 53,092,741 $ 52,213,511
112
HUNTINGTON-CLEVELAND IRRIGATION COMPANY
STATEMENTS OF FINANCIAL POSITION
AS O • DECF.:MUER 31. 2022 AND 2023
(Continued)
TOTAL ALL FUNDS
2022 2023
LIABILITIES AND NET ASSETS
CURRENT LIABILITIES:
Accounts payable $ 18,898 $ 42,769
Wages payable 3,700 2,537
Payroll taxes payable 3,713 4,035
Accrued interest payable 2,746 2,580
Note Payable to Shareholders 23,065 31,748
Current portion of long-term liabilities 131,915 133,342
Total current liabilities $ 184,037 $ 217,01 I
LONG-TERM LIABILITIES:
Notes payable (Note 6) $ 2,264,485 $ 2,130,955
Total long-term liabilities $ 2,264,485 $ 2,130,955
Total liabilities $ 2,448,522 $ 2,347,966
NET ASSETS:
Without donor restrictions
Unrestricted: $ 50,644,219 $ 49,865,545
Total net assets $ 50,644,219 $ 49 865,54"
Total liabilities and net assets $ 53,092,741 $ 52,213,511
113
HUNTINGTON-CLEVELAND IRRIGATION COMPANY
STATEMENT OF ACTIVITIES
FOR TIIE \'EARS E OED DECEMllER 31, 2022 AI D 2023
2022 2023
UNRESTRICTED UNRESTRICTED
OPERATIONS & OPERATIONS &
MAINTENANCE MAINTENANCE
Charges for Services:
A Water Assessment $ 175,122 $ 192,781
B Water Assessment 90,884 102,750
Municipal and Industry Assessment 581,305 639,545
Meter Assessment 34,575 35,625
Minimal Assessment Adjustments 2,637 2,705
Net charges for services $ 884,523 $ 973,406
Governmental grants $ 5,975 $ 5,975
Other Revenue:
Certificate Transfers $ 3,970 $ 3,790
Late Fees 642 265
Interest 1,279 20,812
Reimbursements 44,795 14,233
Pacificorp lease admin fee 90,000
Lease revenue ( Pacificorp) 3,314,580
Miscellaneous 659 1,108
Total other revenue $ 3,455,925 $ 40,208
Total revenues $ 4,346,423 $ 1,019,589
Expenses:
Program services:
Water Master Wage $ 72,708 $ 45,184
Reservoir Manager Wage 19,132 19,417
Contract Labor 7,520
Payroll Benefits 9,548 8,241
Non project water O & M 26,922 27,790
O&M-EWCD 43,277 44,580
Water System Maintenance 305,132 244,740
Water Rights Assessments 29,500 27,525
Vehicle and Equipment Expense 11,873 8,341
Material and Supplies 1,833 5,880
Insurance 17,169 16,847
Depreciation 1,226,512 1,231,465
Interest expense 33,997 32,731
Lease expense (Pacificorp) 3,314,580
Miscellaneous 17,962 5,488
Total program expenses $ 5,130,145 $ 1,725,749
114
-
(Continued)
HUNTINGTON-CLEVELAND IRRIGATION COMPANY
STATEMENTS OF ACTIVITIES
FOl�Tl·IE:VEAllSE, rn:oo�: le 1131sll31,2022AND2023
2022 2023
UNRESTR1CTED UNRESTRICTED
OPERATIONS & OPERATIONS &
MAINTENANCE MAINTENANCE
Support Services:
Secretary Wage $ 33,480 $ 35,070
Payroll Benefits 2,763 2,861
Accounting and Auditing 11,930 12,310
Legal Fees 19,477 2,465
Utilities 10,942 10,020
Office Supplies 7,798 4,534
Postage 1,586 387
Bank Charges and Fees 1,131 909
Travel 119 2,308
Miscellaneous 1,650
Total support services $ 89,226 $ 72,514
Total expenses $ 5,219,371 $ 1,798,263
Change in net assets $ (872,948) $ (778,674)
Net assets, beginning of year 51,517,167 50,644,219
Net assets, end of year $ 50,644,219 $ 49,865,545
115
III.Loans
The following information on loans to and from affiliates of PacifiCorp includes the following:
A.The month-end amounts outstanding, separately for short-term and long-term loans.
B.The highest amount outstanding during the year, separately for short-term and long-term loans.
C.A description of the terms and conditions for loans, including the basis for interest rates.
D.The total amount of interest charged or credited and the weighted average rate of interest, separately
for short-term and long-term loans.
E.Specify the commission order(s) approving the transaction, where such approval is required by law.
116
Loan Summary to and from affiliates for the year ended December 31, 2023
Pacific Minerals, Inc.
A. The month-end amounts outstanding, separately for short-term and long-term
loans.
Short-term loans:
February – May; September – December (a)
Long-term loans: N/A
B. The highest amount outstanding during the year, separately for short-term and
long-term loans.
Maximum short-term loan to affiliate:
Amount N/A
Date Maximum short-term loan from affiliate:
Amount $ 55,900,000 Date September 20, 2023
Long-term loans to or from affiliate: N/A
C. A description of the terms and conditions for loans, including the basis for
interest rates.
Pursuant to the terms and
conditions of the
Umbrella Loan Agreement
D. The total amount of interest charged or credited and the weighted average rate
of interest, separately for short-term and long-term loans.
Short-term loans: Interest expense charged $ 1,146,989 Interest income credited N/A Weighted average interest rate (a)
Long-term loans: N/A
E. Specify the commission order(s) approving the transaction, where such approval
is required by law.
Refer to Appendix A
(a) Refer to the "PacifiCorp – Pacific Minerals, Inc. Umbrella Loan Agreement Transaction Statement" on the following page for detail of
month-end loan amounts outstanding, interest charged or credited, and the rates of interest.
117
PacifiCorp – Pacific Minerals, Inc. ("PMI") Umbrella Loan Agreement Transaction Statement
(a) Outstanding month-end balances advanced to PacifiCorp are shown in parentheses, if applicable.
Principal Principal Principal Principal Outstanding Interest Expense Interest Income
Advanced Repaid Advanced Repaid Month-end Incurred Earned
to PacifiCorp by PacifiCorp to PMI by PMI Balance (a)by PacifiCorp by PacifiCorp
Dec '22 -$
Ja n '23 -$ -$ -$ -$ - 0.000%-0.000%-$ -$
Feb '23 (30,000,000) - - - (30,000,000) 4.700%-4.700%7,833 -
Mar '23 (50,000,000) 30,000,000 - - (50,000,000) 4.700%-5.100%54,931 -
Apr '23 - - - - (50,000,000) 5.050%-5.050%210,417 -
May '23 - 50,000,000 - - - 5.050%-5.250%115,833 -
Jun '23 - - - - - 0.000%-0.000%- -
Jul '23 - - - - - 0.000%-0.000%- -
Aug '23 - - - - - 0.000%-0.000%- -
Sep '23 (55,900,000) 7,900,000 - - (48,000,000) 5.450%-5.500%99,713 -
Oct '23 - - - - (48,000,000) 5.500%-5.500%227,333 -
Nov '23 - - - - (48,000,000) 5.500%-5.600%220,800 -
Dec '23 - 7,400,000 - - (40,600,000) 5.567%-5.663%210,129 -
Total (135,900,000)$ 95,300,000$ -$ -$ 1,146,989$ -$
Interest
Rate
Range
118
IV. Debt Guarantees
If the parent guarantees any debt of affiliated interests, identify the entities involved, the nature of the debt,
the original amount, the highest amount during the year ended December 31, 2023, and the balance as of
December 31, 2023.
PacifiCorp does not guarantee the debt of its subsidiaries or any of its affiliates.
119
V.Other Transactions
Other transactions (utility leasing of affiliate property, affiliate leasing of utility property, utility purchase of
affiliate property, material or supplies and affiliate purchase of utility property, material or supplies) are as
follows:
Other transactions are included in section II. Transactions.
120
VI.Employee Transfers
By affiliate and job title, provide the total number of executive, management and professional/technical
employees transferred to and from the utility. By affiliate, provide the total number of other employees
transferred to and from the utility.
Summary of PacifiCorp employee transfers to and from affiliates during the year ended December 31, 2023.
Transfer of Employee
to PacifiCorp from Affiliate Job Title Count
NV Energy, Inc.Relay Technician Trainee 1
NV Energy, Inc.Senior Engineer/Operations Project Manager 1
NV Energy, Inc.Manager, Distribution 1
NV Energy, Inc.Apprentice Estimator 1
Total transfers from Affiliates 4
Transfer of Employee
from PacifiCorp to Affiliate Job Title Count
BHE Renewables Senior Commercial Services Power Marketer 1
Kern River Gas Transmission Business Development & Renewable Program Director 1
MidAmerican Energy Company Director, Enterprise Applications 1
NV Energy, Inc.Area Relay Technician 1
NV Energy, Inc.Journeyman Station Wireman 1
NV Energy, Inc.Journeyman Estimator 1
Total transfers to Affiliates 6
121
VII. Cost Allocations
A description of each intra-company cost allocation procedure and a schedule of cost amounts, by account,
transferred between regulated and non-regulated segments of the company.
122
PacifiCorp Cost Allocation Manual for the year ended December 31, 2023
Overview/Introduction
This section describes the allocation of costs between PacifiCorp and its affiliates.
On March 31, 2006, PacifiCorp entered into an Intercompany Administrative Services Agreement ("IASA") between
Berkshire Hathaway Energy Company ("BHE") and its subsidiaries. PacifiCorp is an indirect subsidiary of BHE, a
holding company based in Des Moines, Iowa, owning subsidiaries that are primarily engaged in the energy business.
Refer to attached IASA. The IASA covers:
a) services by executive, management, professional, technical and clerical employees;
b) financial services, payroll processing services, employee benefits participation, supply chain and purchase
order processing services, tax and accounting services, contract negotiation and administration services, risk
management services, environmental services and engineering and technical services;
c) the use of office facilities, including but not limited to office space, conference rooms, furniture, equipment,
machinery, supplies, computers and computer software, insurance policies and other personal property; and
d) the use of automobiles, airplanes, other vehicles and equipment.
Certain charges for services performed by PacifiCorp and affiliates under the IASA are accumulated at the BHE level
and then subsequently billed to the benefiting entities. These charges are reflected in this report as transactions with
BHE.
Allocation Amounts and Methods
BHE and subsidiaries to PacifiCorp
During the year ended December 31, 2023, PacifiCorp was allocated costs by its non-regulated parent company, BHE,
and certain of BHE's subsidiaries, some of which are non-regulated, as part of the services under the IASA. The
amounts included in section II. Transactions include both direct charges and allocated amounts, as follows:
The amounts were allocated by BHE and its subsidiaries to PacifiCorp using twelve different formulae during the year
ended December 31, 2023. These formulae are as follows:
a) A two-factor formula based on the labor and assets of each of BHE's subsidiaries. PacifiCorp's allocation
percentage during the period of January 1 through December 31, 2023 was 21.70%.
b) The same two-factor formula as a) above, except excluding the labor and assets of Northern Powergrid
Holdings Company and BHE AltaLink Ltd. PacifiCorp's allocation percentage during the period of January
1 through December 31, 2023 was 24.41%.
Amounts based
on defined factors
described below
Direct charges
or amounts allocated
at project or invoice level
Total charges to affiliates
as reported in
section II. Transactions
Berkshire Hathaway Energy Company 67,875,838$ 85,728,422$ 153,604,260$
BHE Renewables, LLC - 653 653
Kern River Gas Transmission Company - 50,176 50,176
MidAmerican Energy Company 7,970,323 4,736,873 12,707,196
Nevada Power Company 222,653 914,515 1,137,168
NV Energy, Inc.346 4,064 4,410
Northern Natural Gas Company 218,433 457,152 675,585
Sierra Pacific Power Company 633 160,032 160,665
76,288,226$ 92,051,887$ 168,340,113$
123
c) The same two-factor formula as b) above, except excluding the labor and assets of BHE GT&S, LLC.
PacifiCorp's allocation percentage during the period of January 1 through December 31, 2023 was 27.08%.
d) The same two-factor formula as b) above, except excluding the labor and assets of HomeServices of America,
Inc. PacifiCorp's allocation percentage during the period of January 1 through December 31, 2023 was
29.03%.
e) The same two-factor formula as a) above, except excluding the labor and assets of HomeServices of America,
Inc. PacifiCorp's allocation percentage during the period of January 1 through December 31, 2023 was
25.31%.
f) A formula based on the gross plant asset amounts of each of BHE's subsidiaries. PacifiCorp's allocation
percentage during the period of January 1 through December 31, 2023 was 28.704%.
g) A formula based on shared Information Technology infrastructure that is owned and/or managed by
MidAmerican Energy Company. PacifiCorp's allocation percentage during the period of January 1 through
December 31, 2023 was 0.74%.
h) A formula based on customer count. PacifiCorp's allocation percentage during the period of January 1
through December 31, 2023 was 46.55%.
i) A formula based on employee counts not including BHE AltaLink Ltd. PacifiCorp's allocation percentage
during the period of January 1 through December 31, 2023 was 30.81%.
j) A formula based on capital expenditures not including BHE AltaLink Ltd. PacifiCorp's allocation percentage
during the period of January 1 through December 31, 2023 was 27.04%.
k) A formula based on employee counts modified for Oracle field services not including BHE AltaLink Ltd.
PacifiCorp's allocation percentage during the period of January 1 through December 31, 2023 was 31.78%.
l) A formula based on customer and customer service agent counts not including BHE AltaLink Ltd.
PacifiCorp's allocation percentage during the period of January 1 through December 31, 2023 was 39.6%.
(continued on following page)
124
PacifiCorp to BHE and subsidiaries
During the year ended December 31, 2023, PacifiCorp allocated costs to its non-regulated parent company, BHE, and
certain of BHE's subsidiaries, some of which are non-regulated, as part of the services under the IASA. The amounts
included in section II. Transactions include both direct charges and allocated amounts, as follows:
The amounts were allocated by PacifiCorp to BHE and its subsidiaries using four different formulae during the year
ended December 31, 2023. These formulae are as follows:
a)A two-factor formula based on the labor and assets of each of BHE's subsidiaries. The percentage that
PacifiCorp allocated to BHE and its subsidiaries during the period of January 1 through December 31, 2023
was 78.30%.
b)The same two-factor formula as a) above, except excluding the labor and assets of Northern Powergrid
Holdings Company and BHE AltaLink Ltd. The percentage that PacifiCorp allocated to BHE and its
subsidiaries during the period of January 1 through December 31, 2023 was 75.59%.
c)The same two-factor formula as b) above, except excluding the labor and assets of HomeServices of America,
Inc. The percentage that PacifiCorp allocated to BHE and its subsidiaries during the period of January 1
through December 31, 2023 was 70.97%.
d)The same two-factor formula as a) above, except excluding the labor and assets of HomeServices of America,
Inc. The percentage that PacifiCorp allocated to BHE and its subsidiaries during the period of January 1
through December 31, 2023 was 74.69%.
Amounts based
on defined factors
described below
Direct charges
or amounts allocated
at project or invoice level
Total charges to affiliates
as reported in
section II. Transactions
Berkshire Hathaway Energy Company 285,062$ 24,442,016$ 24,727,078$
BHE AltaLink Ltd.163,614 149,475 313,089
BHE Compression Services, LLC 5,843 190 6,033
BHE GT&S, LLC 664,869 1,785,356 2,450,225
BHE Montana 14,366 3,939 18,305
BHE Pipeline Group 632 19 651
BHE Renewables, LLC 427,749 182,822 610,571
BHE TurboMachinery, LLC - 2,873,287 2,873,287
BHE U.S. Transmission, LLC 20,610 2,966 23,576
Electric Transmission Texas, LLC - 677 677
HomeServices of America, Inc.179,468 14,978 194,446
Kern River Gas Transmission Company 82,190 185,063 267,253
MATL LLP - 1,683 1,683
MidAmerican Energy Company 1,272,287 3,169,451 4,441,738
MidAmerican Energy Services, LLC - 40,770 40,770
Midwest Capital Group, Inc.- 1 1
MTL Canyon Holdings, LLC - 62,287 62,287
Nevada Power Company 579,377 21,778 601,155
Northern Powergrid Holdings Company 249,580 1,716,325 1,965,905
Northern Natural Gas Company 344,396 1,275,256 1,619,652
NV Energy, Inc.13,250 3,411,558 3,424,808
Sierra Pacific Power Company 352,258 15,118 367,376
4,655,551$ 39,355,015$ 44,010,566$
125
INTERCOMPANY ADMINISTRATIVE SERVICES AGREEMENT
BETWEEN
MIDAMERICAN ENERGY HOLDINGS COMPANY
AND
ITS SUBSIDIARIES
This lntercompany Administrative Services Agreement ("Agreement») is entered into as of March 31, 2006
by and between MidAmerican Energy Holdings Company (hereinafter the "Company") and its direct and
indirect subsidiaries (hereinafter the "Subsidiaries") (each a "Party" and together the "Parties").
WHEREAS, the Company provides senior management, executive oversight and other administrative
services that provide value to and benefit the Subsidiaries as entities in the consolidated group;
WHEREAS, the Subsidiaries have access to professional, technical and other specialized resources that
the Company may wish to utilize from time to time in the provision of such administrative services; and
WHEREAS, the Company and Subsidiaries may desire to utilize the professional, technical and other
specialized resources of certain Subsidiaries;
NOW, THEREFORE, in consideration of the premises and mutual agreements set forth herein, the
Company and Subsidiaries agree as follows:
ARTICLE 1. PROVISION OF ADMINISTRATI VE SERVICES
Upon and subject to the terms of this Agreement, services will be provided between and among the
Company and Its Subsidiaries that are not directly applicable to the production, distribution or sale of a
product or service available to customers of the Company or Its subsidiaries ("Administrative Services").
For purposes of this Agreement, Administrative Services shall include, but not be limited to the following:
a)services by executive, management, professional, technical and clerical employees;
b)financial services, payroll processing services, employee benefits participation, supply chain and
purchase order processing services, tax and accounting services, contract negotiation and
administration services, risk management services, environmental services and engineering and
technical services;
c)the use of office facilities, including but not limited to office space, conference rooms, furniture,
equipment, machinery, supplies, computers and computer software, insurance policies and other
personal property;
d)the use of automobiles, airplanes, other vehicles and equipment;
126
To obtain specialized expertise or to achieve efficiencies, the following sttuations may arise under this Agreement whereby Administrative Services may be provided between and among the Company and its
Subsidiaries: a)The Company may directly assign or allocate common costs to the Subsidiaries,
b)The Company may procure Administrative Services from the Subsidiaries for its own benefit,c)The Company may procure Administrative Services from the Subsidiaries for subsequentallocation to some or all Subsidiaries commonly benefiting, ord)The Subsidiaries may procure Administrative Services from each other.
ARTICLE 2. DEFINITIONS For purposes of this Agreement these terms shall be defined as follows:
(a)"Laws" shall mean any law, statute, rule, regulation or ordinance.
(b)"State Commissions" shall mean any state public utility commission or state public servicecommission wtth jurisdiction over a rate-regulated Party.
(c)"Subsidiaries" shall mean current and future direct and indirect majority-owned subsidiaries of the
Company.
ARTICLE 3. EFFECTIVE DATE This Agreement shall be effective as of the date set forth above; provided, however, that in those jurisdictions in which regulatory approval is required before the Agreement becomes effective, the effective date shall be as of the date of such approval.
ARTICLE 4. CHARGES AND PAYMENT
(a)CHARGES.
Parties shall charge for Administrative Services on the following basis:
(i)Direct Charges: The Party receiving the beneftt of Administrative Services ("Recipient Party") willbe charged for the operating costs incurred by the Party providing the Administrative Services("Providing Party"), including, but not limited to, allocable salary and wages, incentives, paidabsences, payroll taxes, payroll additives (insurance premiums, health care and retirementbenefits and the like), direct non-labor costs, if any, and similar expenses, and reimbursement ofout-of-pocket third party costs and expenses.
(ii)Service Charges: Costs that are impractical to charge directly but for which a cost/benefrt
relationship can be reasonably identified. A practical allocation method will be established byProviding Party that allocates the cost of this service equitably and consistently to the RecipientParty. Any changes in the methodology will be communicated in writing to rate-regulated
subsidiaries at least 180 days before the implementation of the change.
(iii)Allocations: Costs incurred for the general benefit of the entire corporate group for which directcharging and service charges are not practical. An allocation methodology will be establishedand used consistently from year to year. Any changes to the methodology will be communicated
127
in wr�ing to rate-regulated subsidiaries at least 180 days before the implementation of the
change.
The charges constitute full compensation to the Providing Party for all charges, costs and expenses
incurred by the Providing Party on behalf of the Recipient Party in providing the Administrative Services,
unless otherwise specifically agreed to in wrtting between the Parties.
If events or circumstances arise which, in the opinion of the Parties, render the costs of providing any
Administrative Services materially different from those charged under a specific rate or formula then in
effect, the specific rate or formulas shall be equitably adjusted to take into account such events or changed
circumstances.
Providing Parties will bill each and all Recipient Parties, as appropriate, for Administrative Services
rendered under this Agreement in as specific a manner as practicable. To the extent that direct charging
for services rendered is not practicable, the Providing Party may utilize allocation methodologies to assign
charges for services rendered to the Recipient Party, reflective of the drivers of such costs. Such
allocation methodologies may utilize allocation bases that include, but are not limlted to: employee labor,
employee counts, assets, and multi-factor allocation formulae.
Any cost allocation methodology for the assignment of corporate and affiliate costs will comply with the
following principles:
i)For Administrative Services rendered to a rate-regulated subsidiary of the Company or each
cost category subject to allocation to rate-regulated subsidiaries by the Company, the
Company must be able to demonstrate that such service or cost category is reasonable for the
rate-regulated subsidiary for the performance of Its regulated operations, is not duplicative of
Administrative Services already being performed within the rate-regulated subsidiary, and is
reasonable and prudent.
ii)The Company and Providing Parties will have in place posttive time reporting systems
adequate to support the allocation and assignment of costs of executives and other relevant
personnel to Recipient Parties.
iii)Parties must maintain records sufficient to specifically identify costs subject to allocation,
particularly with respect to their origin. In addttion, the records must be adequately supported
in a manner sufficient to justify recovery of the costs in rates of rate-regulated subsidiaries.
iv)It is the responsibility of rate-regulated Recipient Parties to this Agreement to ensure that costs
which would have been denied recovery in rates had such costs been directly incurred by the
regulated operation are appropriately identified and segregated in the books of the regulated
operation.
(b)PAYMENT.
(i)Each Providing Party shall bill the Recipient Party monthly for all charges pursuant to
this Agreement via billings to the Company. The Company, in Its capacity as a clearinghouse for
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intercompany charges within the Company shall aggregate all charges and bill all Recipient Parties in a
single bill. Full payment to or by the Company for all Administrative Services shall be made by the end of
the calendar month following the intercompany charge. Charges shall be supported by reasonable
documentation, which may be maintained in electronic form.
(ii)The Parties shall make adjustments to charges as required to reflect the discovery of
errors or omissions or changes in the charges. The Parties shall conduct a true-up process at least
quarterly and more frequently if necessary to adjust charges based on reconciliation of amounts charged
and costs incurred. It is the intent of the Parties that such true-up process will be conducted using
substantially the same process, procedures and methods of review as have been in effect prior to
execution of this Agreement by the Parties.
ARTICLE 5. GENERAL OBLIGATIONS; STANDARD OF CARE
Rate-regulated Parties will comply with all applicable State and Federal Laws regarding affiliated interest
transactions, including timely filing of applications and reports. The Parties agree not to cross-subsidize
between the rate-regulated and non-rate-regulated businesses or between any rate-regulated businesses,
and shall comply with any applicable State Commission Laws and orders. Subject to the terms of this
Agreement, the Parties shall perform their obligations hereunder in a commercially reasonable manner.
ARTICLE 6. TAXES
Each Party shall bear all taxes, duties and other similar charges except taxes based upon Its gross income
(and any related interest and penalties), imposed as a result of Its receipt of Administrative Services under
this Agreement, including without limitation sales, use, and value-added taxes.
ARTICLE 7. ACCOUNTING AND AUDITING
Providing Parties and the Company shall maintain such books and records as are necessary to support the
charges for Administrative Services, in sufficient detail as may be necessary to enable the Parties to satisfy
applicable regulatory requirements ("Records"). All Parties:
(a)shall provide access to the Records at all reasonable times;
(b)shall maintain the Records in accordance with good record management practices and with at
least the same degree of completeness, accuracy and care as It maintains for Its own records; and
(c)shall maintain Its own accounting records, separate from the other Party's accounting records.
Subject to the provisions of this Agreement, Records supporting intercompany billings shall be available for
inspection and copying by any qualified representative or agent of either Party or Its affiliates, at the
expense of the inquiring Party. In addition, State Commission staff or agents may audit the accounting
records of Providing Parties that form the basis for charges to rate-regulated subsidiaries, to determine the
reasonableness of allocation factors used by the Providing Party to assign costs to the Recipient Party and
amounts subject to allocation or direct charges. All Parties agree to cooperate fully with such audits.
129
ARTICLE 8. BUDGETING
In advance of each budget year, Providing Parties shall prepare and deliver to the Recipient Parties, for
their review and approval, a proposed budget for Administrative Services to be performed during that year.
The approved schedule of budgeted Administrative Services shall evidence the base level of
Administrative Services. The schedule shall be updated at least annually. Each Party shall promptly notify
the other Party in writing of any requested material change to the budget costs for any service being
provided.
ARTICLE 9. COOPERATION WITH OTHERS
The Parties will use good faith efforts to cooperate with each other in all matters relating to the provision
and receipt of Administrative Services. Such good faith cooperation will include providing electronic access
in the same manner as provided other vendors and contractors to systems used in connection with
Administrative Services and using commercially reasonable efforts to obtain all consents, licenses,
sublicenses or approvals necessary to permit each Party to perform Its obligations. Each Party shall make
available to the other Party any information required or reasonably requested by the other Party regarding
the performance of any Administrative Service and shall be responsible for timely providing that information
and for the accuracy and completeness of that information; provided, however, that a Party shall not be
liable for not providing any information that is subject to a confidentiality obligation owed by It to a person or
regulatory body other than an affiliate of it or the other Party. Either Party shall not be liable for any
impairment of any Administrative Service caused by it not receiving information, either timely or at all, or by
It receiving inaccurate or incomplete information from the other Party that is required or reasonably
requested regarding that Administrative Service. The Parties will cooperate with each other in making such
information available as needed in the event of any and all internal or external audits, utility regulatory
proceedings, legal actions or dispute resolution. Each Party shall fully cooperate and coordinate with each
other's employees and contractors who may be awarded other work. The Parties shall not commit or permit
any act, which will interfere with the performance of or receipt of Administrative Services by either Party's
employees or contractors.
ARTICLE 10. COMPLIANCE WITH ALL LAWS
Ea ch Party shall be responsible for (i) Its compliance with all laws and governmental regulations affecting
Its business, including but not limlted to, laws and governmental regulations governing federal and state
affiliate transactions, workers' compensation, health, safety and security, and (iQ any use It may make of
the Administrative Services to assist It in complying with such laws and governmental regulations.
ARTICLE 11. LIMITATION OF LIABILITY
Notwithstanding any other provision of this Agreement and except for (a) rights provided under Article 12 in
connection with Third-Party Claims, (b) direct or actual damages as a result of a breach of this Agreement,
and (c) liability caused by a Party's negligence or willful misconduct, no Party nor their respective directors,
officers, employees and agents, will have any liability to any other Party, or their respective directors,
officers, employees and agents, whether based on contract, warranty, tort, strict liability, or any other
theory, for any indirect, incidental, consequential, special damages, and no Party, as a result of providing a
Service pursuant to this Agreement, shall be liable to any other Party for more than the cost of the
Administrative Service(s) related to the claim or damages.
130
ARTICLE 12. INDEMNIFICATION
Each of the Parties will indemnify, defend, and hold harmless each other Party, members of Its Board of
Directors, officers, employees and agents against and from any third-party claims resulting from any
negligence or willful misconduct of a Party's employees, agents, representatives or subcontractors of any
tier, their employees, agents or representatives in the performance or nonperformance of Its obligations
under this Agreement or in any way related to this Areement. If a Third-Party claim arising out of or in
connection with this Agreement results from negligence of multiple Parties (including their employees,
agents, suppliers and subcontractors), each Party will bear liability with respect to the Third-Party Claim in
proportion to Its own negligence.
ARTICLE 13. DISPUTE RESOLUTION
The Parties shall promptly resolve any conflicts arising under this Agreement and such resolution shall be
final. If applicable, adjustments to the charges will be made as required to reflect the discovery of errors or
omissions in the charges. If the Parties are unable to resolve any service, performance or budget issues or ff
there is a material breach of this Agreement that has not been corrected within ninety (90) days, representatives
of the affected Parties will meet promptly to review and resolve those issus in good faith.
ARTICLE 14. TERMINATION FOR CONVENIENCE
A Party may terminate Its participation in this Agreement either with respect to all, or with respect to any
one or more, of the Administrative Services provided hereunder at any time and from time to time, for any
reason or no reason, by giving notice of termination at least sixty (60) days in advance of the effective date
of the termination to enable the other Party to adjust Its available staffing and facilities. In the event of any
termination with respect to one or more, but less than all, Administrative Services, this Agreement shall
continue in full force and effect with respect to any Administrative Services not terminated hereby. If this
Agreement is terminated in whole or in part, the Parties will cooperate in good faith with each other in all
reasonable respects in order to effect an efficient transition a nd to minimize the disruption to the business
of all Parties, including the assignment or transfer of the rights and obligations under any contracts.
Transitional assistance service shall include organizing and delivering records and documents necessary
to allow continuation of the Administrative Services, including delivering such materials in electronic forms
and versions as reasonably requested by the Party.
ARTICLE 15. CONFIDENTIAL INFORMATION/NONDISCLOSURE
To the fullest extent allowed by law, the provision of any Administrative Service or reimbursement for any
Administrative Service provided pursuant to this Agreement shall not operate to impair or waive any
privilege available to either Party in connection with the Administrative Service, Its provision or
reimbursement for the Administrative Service.
All Parties will maintain in confidence Confidential Information provided to each other in connection with this
Agreement and will use the Confidential Information solely for the purpose of carrying out Its obligations
under this Agreement. The term Confidential Information means any oral or written information, (including
without !imitation, computer programs, code, macros or instructions) which is made available to the Company, its
131
Subsidiaries or one of its representatives, regardless of the manner in which such information is furnished.
Confidential Information also includes the following:
a.All Information regarding the Administrative Services, including, but not limited to, price, costs,
methods of operation and software, shall be maintained in confidence.
b.Systems used to perform the Administrative Services provided hereunder are confidential and
proprietary to the Company, its Subsidiaries or third parties. Both Parties shall treat these systems and all
related procedures and documentation as confidential and proprietary to the Company, its Subsidiaries or
its third party vendors.
c.All systems, procedures and related materials provided to either Party are for its internal use
only and only as related to the Administrative Services or any of the underlying systems used to provide
the Administrative Services.
Notwithstanding anything in this Article 15 to the contrary, the term "Confidential Information" does not include
any information which (Q at the time of disclosure is generally available to and known by the public (other than as a result of an unpermltted disclosure made directly or indirectly by a Party), (iQ was available to a Party on a non
confidential basis from another source (provided that such source is not or was not bound by a confidentiality
agreement with a Party or had any other duty of confidentiality to a Party), or (iii) has been independently
acquired or developed without violating any of the obligations under this Agreement.
The Parties shall use good faith efforts at the termination or expiration of this Agreement to ensure that all user
access and passwords are cancelled.
All Confidential Information supplied or developed by a Party shall be and remain the sole and exclusive
property of the Party who supplied or developed it.
ARTICLE 16. PERMITTED DISCLOSURE
Notwithstanding provisions of this Agreement to the contrary, each Party may disclose Confidential
Information (i) to the extent required by a State Commission, a court of competent jurisdiction or other
governmental authority or otherwise as required by law, including without limitation disclosure obligations
imposed under the federal securities laws, provided that such Party has given the other Party prior notice
of such requirement when legally permissible to permit the other Party to take such legal action to prevent
the disclosure as it deems reasonable, appropriate or necessary, or (ii) on a "need-to-know 11 basis under
an obligation of confidentiality to its consultants, legal counsel, affiliates, accountants, banks and other
financing sources and their advisors.
ARTICLE 17. SUBCONTRACTORS To the extent provided herein, the Parties shall be fully responsible for the acts or omissions of any
subcontractors of any tier and of all persons employed by such subcontractors and shall maintain complete
132
control over all such subcontractors. It being understood and agreed that not anything contained herein shall be deemed to create any contractual relation between the subcontractor of any tier and the Parties.
ARTICLE 18. NONWAIVER The failure of a Party to insist upon or enforce strict performance of any of the terms of this Agreement or to exercise any rights herein shall not be construed as a waiver or relinquishment to any extent of tts right to enforce such terms or rights on any future occasion.
ARTICLE 19. SEVERABILITY Any provision of this Agreement prohibtted or rendered unenforceable by operation of law shall be ineffective only to the extent of such prohibttion or unenforceability without invalidating the remaining provisions of this Agreement.
ARTICLE 20. ENTIRE AGREEMENT/DOCUMENTS INCORPORATED BY REFERENCE All understandings, representations, warranties, agreements and any referenced attachments, if any, existing between the Parties regarding the subject matter hereof are merged into this Agreement, which fully and completely express the agreement of the Parties wtth respect to the subject matter hereof.
ARTICLE 21. OTHER AGREEMENTS This Agreement does not address or govern the Parties' relationship involving: (a) the tax allocation agreement nor (b) any other relationships not specifically identified herein. All such relationships not addressed or governed by this Agreement will be governed and controlled by a separate agreement or tariff specifically addressing and governing those relationships or by applicable Laws or orders.
133
This Agreement has been duly executed on behalf of the Parties as follows:
IIDAMERICAN ENERGY HOLDINGS COMPANY
By.� Patrick J. Goodman
Trlle:sr. Vice President & Chief Financial Officer
Brian K. Hankel
Trlle: Vice President & Treasurer
CE ELECTRIC UK FUNDING COMPANY
By. � Patrick J. Goodman
Tdle: Director
HOME SERVICES OF AMERICA, INC. �fllip
Title: �sf ��
Thomas B. pecketer
TIiie: Vice President & Controller
Brian K. Hankel
TIiie: Vice President & Treasurer
KR HOLDING, LLC
By.� Patrick J. Goodman Trlle:vice President & Ireasurer
CALENERGYINTEiA110NAL�S, INC.� fik(<:JZ;) Brian K. Hankel
Trlle:Vice President & Treasurer
CE CASECNAN WATER AND ENERGY COMPANY,
�� &;{;;;;g;:J Brian K. Hankel
Trlle:vice President & Treasurer
134
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Appendix A - Oregon Public Utility Commission orders approving transactions with affiliates
Affiliate Order No.Docket No.Date Approved
Amarillo Gear Company, LLC (a Marmon Holdings, Inc. company)17-243 UI 384 July 11, 2017
18-454 UI 408 December 4, 2018
American Express Travel Related Services Company, Inc.14-144 UI 346 April 30, 2014
Apple, Inc.19-121 UI 413 April 11, 2019
Bank of America Corporation 21-325 UI 456 October 6, 2021
21-344 UI 457 October 25, 2021
23-124 UI 485 April 5, 2023
24-046 UI 494 February 22, 2024
Berkshire Hathaway Energy Company (a)06-305 UI 249 June 19, 2006
BHE AltaLink Ltd.(a)06-305 UI 249 June 19, 2006
BHE Compression Services, LLC (a)06-305 UI 249 June 19, 2006
BHE GT&S, LLC (a)06-305 UI 249 June 19, 2006
BHE Montana, LLC (a)06-305 UI 249 June 19, 2006
BHE Pipeline Group, LLC (a)06-305 UI 249 June 19, 2006
BHE Renewables, LLC (a)06-305 UI 249 June 19, 2006
BHE Turbomachinery, LLC (a)06-305 UI 249 June 19, 2006
BHE U.S. Transmission, LLC (a)06-305 UI 249 June 19, 2006
BHE Wind, LLC 20-298 UI 442 September 10, 2020
20-311 UI 444 September 25, 2020
20-331 UI 445 October 7, 2020
20-330 UI 446 October 7, 2020
21-416 UI 458 November 17, 2021
BNSF Railway Company 07-323 UI 269 July 27, 2007
09-504 UI 288 December 28, 2009
10-090 UI 292 March 11, 2010
10-089 UI 293 March 11, 2010
12-348 UI 325 September 13, 2012
14-210 UI 347 June 10, 2014
15-358 UI 359 November 3, 2015
17-476 UI 387 November 21, 2017
18-121 UI 393 April 10, 2018
18-158 UI 394 May 8, 2018
20-313 UI 447 September 25, 2020
21-006 UI 449 January 13, 2021
21-180 UI 452 June 3, 2021
21-446 UI 462 December 2, 2021
21-445 UI 463 December 2, 2021
22-057 UI 465 February 24, 2022
22-176 UI 470 May 19, 2022
22-175 UI 474 May 19, 2022
22-202 UI 475 June 2, 2022
22-362 UI 477 October 6, 2022
24-009 UI 493 January 10, 2024
Bridger Coal Company 01-472 UI 189 June 12, 2001
15-218 UI 357 July 21, 2015
18-085 UI 392 March 13, 2018
18-228 UI 397 June 19, 2018
21-324 UI 455 October 6, 2021
23-140 UI 484 April 21, 2023
continued on next page
All active affiliates with Affiliated Interest Agreements in Oregon have been included in this listing regardless of whether
affiliate transactions occurred in the reporting year.
(a)Affiliates with reporting year transactions subject to the Intercompany Administrative Services Agreement ("IASA"),
Order 06-305,have been included in this listing.This is not intended to be an exhaustive listing of all companies subject to
the IASA, rather a reflection of current year transactions.
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Affiliate Order No.Docket No.Date Approved
BYD America Corporation 20-316 UI 443 September 25, 2020
Coca-Cola North America 20-199 UI 437 June 18, 2020
Cottonwood Creek Consolidated Irrigation Company 11-332 UI 312 August 26, 2011
16-345 UI 373 September 13, 2016
Electric Transmission Texas, LLC (a)06-305 UI 249 June 19, 2006
Energy West Mining Company 91-513 UI 105 April 12, 1991
Environment One Corporation 17-169 UI 381 May 16, 2017
Ferron Canal & Reservoir Company 10-345 UI 301 September 2, 2010
16-247 UI 301 (1)July 5, 2016
18-192 UI 396 May 24, 2018
FlightSafety International, Inc.15-357 UI 358 November 3, 2015
18-135 UI 358 (1)April 27, 2018
20-458 UI 448 December 3, 2020
21-009 UI 450 January 13, 2021
GBT US, LLC (dba American Express Global Business Travel)17-216 UI 383 June 14, 2017
Graver Water System, Inc. (a Marmon Holdings, Inc. company)16-121 UI 367 March 23, 2016
HomeServices of America, Inc.(a)06-305 UI 249 June 19, 2006
07-269 UI 264 June 11, 2007
08-165 UI 277 March 12, 2008
11-053 UI 304 February 11, 2011
16-163 UI 369 May 3, 2016
20-238 UI 438 July 30, 2020
Huntington Cleveland Irrigation Company 10-353 UI 300 September 10, 2010
14-209 UI 345 June 10, 2014
16-344 UI 374 September 13, 2016
22-361 UI 478 October 6, 2022
Kern River Gas Transmission Company (a)06-305 UI 249 June 19, 2006
06-683 UI 255 December 26, 2006
07-080 UI 258 March 5, 2007
09-503 UI 255 (1)December 28, 2009
11-400 UI 316 October 6, 2011
15-134 UI 316 (1)April 28, 2015
16-099 UI 361 March 8, 2016
19-443 UI 428 December 20, 2019
19-445 UI 430 December 20, 2019
21-322 UI 453 October 6, 2021
22-504 UI 482 December 29, 2022
23-233 UI 487 June 30, 2023
23-234 UI 488 June 30, 2023
UI 492 - filed November 27, 2023
Marmon Utility LLC (a Marmon Holdings, Inc. company)11-189 UI 308 June 16, 2011
11-191 UI 309 June 16, 2011
11-200 UI 311 June 22, 2011
16-164 UI 368 May 3, 2016
20-293 UI 441 August 28, 2020
21-323 UI 454 October 6, 2021
21-417 UI 459 November 17, 2021
22-313 UI 476 August 26, 2022
Marmon/Keystone Corporation 12-143 UI 319 April 24, 2012
MATL LLP (a)06-305 UI 249 June 19, 2006
Metalogic Inspection Services, LLC 15-018 UI 353 January 28, 2015
MidAmerican Energy Company (a)06-305 UI 249 June 19, 2006
11-190 UI 310 June 16, 2011
11-400 UI 316 October 6, 2011
15-134 UI 316 (1)April 28, 2015
23-156 UI 486 May 4, 2023
MidAmerican Energy Holdings Company Insurance Services Ltd.06-498 UI 253 August 24, 2006
continued on next page
145
I I I
Affiliate Order No.Docket No.Date Approved
MidAmerican Energy Services, LLC (a)06-305 UI 249 June 19, 2006
Midwest Capital Group, Inc.(a)06-305 UI 249 June 19, 2006
Mouser Electronics UI 480 - filed September 15, 2022
MTL Canyon Holdings, LLC (a)06-305 UI 249 June 19, 2006
National Indemnity Company 13-322 UI 339 September 3, 2013
NetJets, Inc.08-166 UI 279 March 13, 2008
Nevada Power Company (a)06-305 UI 249 June 19, 2006
15-134 UI 316 (1)April 28, 2015
22-386 UI 479 October 20, 2022
Northern Natural Gas Company (a)06-305 UI 249 June 19, 2006
11-400 UI 316 October 6, 2011
15-134 UI 316 (1)April 28, 2015
Northern Powergrid Holdings Company (a)06-305 UI 249 June 19, 2006
NV Energy, Inc.(a)06-305 UI 249 June 19, 2006
15-134 UI 316 (1)April 28, 2015
Pacific Minerals, Inc. (Umbrella Loan Agreement)06-353 UI 1 (11)July 7, 2006
PacifiCorp Foundation 04-028 UI 223 January 15, 2004
Parts & Service Solutions 20-257 UI 440 August 11, 2020
Penn Machine Company LLC 19-444 UI 429 December 20, 2019
22-017 UI 464 January 26, 2022
PPW Holdings LLC (a)06-305 UI 249 June 19, 2006
Racom Corporation 11-276 UI 313 July 29, 2011
Sierra Pacific Power Company (a)06-305 UI 249 June 19, 2006
15-134 UI 316 (1)April 28, 2015
The Kerite Company (a Marmon Holdings, Inc. company)10-409 UI 303 October 18, 2010
Trapper Mining Inc.94-1550 UI 140 October 12, 1994
WGR Operating, LP 22-488 UI 481 December 14, 2022
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I I I